Common use of Registered Exchange Offer Clause in Contracts

Registered Exchange Offer. Unless not permitted by applicable law, the Issuer shall prepare and use its commercially reasonable efforts to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Exchange Offer Registration Statement”) on an appropriate form under the Securities Act of 1933, as amended (the “Securities Act”), with respect to a proposed offer (the “Registered Exchange 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 Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Initial Securities, a like aggregate principal amount of debt securities of the Issuer issued under the Indenture, substantially identical in all material respects to the Initial Securities (except for the transfer restrictions relating to the Initial Securities and the provisions relating to the matters described in Section 6 hereof) and registered under the Securities Act (the “Exchange Securities”). The Issuer shall use its commercially reasonable efforts (i) to cause such Exchange Offer Registration Statement to become effective under the Securities Act on or prior to 365 days after the date of original issue of the Initial Securities (the “Issue Date”) (such 365th day referred to in clause (i) being the “Exchange Offer Effectiveness Target Date”) and (ii) to keep the Exchange Offer Registration Statement effective for not less than 20 business days (or longer, if required by applicable law) after the date notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “Exchange Offer Registration Period”). If the Issuer commences the Registered Exchange Offer, the Issuer (i) will be entitled to consummate the Registered Exchange Offer 20 business days after such commencement (provided that the Issuer has accepted all the Initial Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer) and (ii) will be required to consummate the Registered Exchange Offer no later than 40 days after the date on which the Exchange Offer Registration Statement is declared effective, or such later date required by law. Following the declaration of the effectiveness of the Exchange Offer Registration Statement, the Issuer shall, as promptly as practicable, commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities (as defined in Section 6 hereof) electing to exchange the Initial Securities for Exchange Securities (assuming that such Holder is not an affiliate of the Issuer within the meaning of the Securities Act, acquires the Exchange Securities in the ordinary course of such Xxxxxx’s business and has no arrangements with any person to participate in the distribution of the Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States. The Issuer 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 Initial Securities, acquired for its own account as a result of market making activities or other trading activities, for Exchange Securities (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 Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) an Initial Purchaser that elects to sell Securities (as defined below) acquired in exchange for Initial 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. The Issuer shall keep the Exchange Offer Registration Statement effective and shall 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 Securities; provided, however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or an Initial Purchaser, 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 Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Issuer 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 Securities for a period of not less than 180 days after the consummation of the Registered Exchange Offer (or such shorter period during which such persons are required by applicable law to deliver such prospectus). If, upon consummation of the Registered Exchange Offer, any Initial Purchaser holds Initial Securities acquired by it as part of its initial distribution, the Issuer, simultaneously with the delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and deliver to such Initial Purchaser upon the written request of 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 Issuer issued under the Indenture and identical in all material respects (including the existence of restrictions on transfer under the Securities Act and the securities laws of the several states of the United States, but excluding provisions relating to the matters described in Section 6 hereof) to the Initial Securities (the “Private Exchange Securities”). The Initial Securities, the Exchange Securities and the Private Exchange Securities are herein collectively called the “Securities”. In connection with the Registered Exchange Offer, the Issuer shall:

Registered Exchange Offer. Unless not permitted by applicable lawlaw (after the Company has complied with the ultimate paragraph of this Section 1), the Issuer Company shall prepare and use its commercially reasonable efforts and, not later than 90 days (such 90th day being a “Filing Deadline”) after the date on which the Initial Purchasers purchase the Initial Securities pursuant to the Purchase Agreement (the “Closing Date”), file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Exchange Offer Registration Statement”) on an appropriate form under the Securities Act of 1933, as amended (the “Securities Act”), with respect to a proposed offer (the “Registered Exchange 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 Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Initial Securities, a like aggregate principal amount of debt securities of the Issuer Issuers issued under the Indenture, substantially identical in all material respects to the Initial Securities (except for the transfer restrictions relating to the Initial Securities and the provisions relating to the matters described in Section 6 hereof) and registered under the Securities Act (the “Exchange Securities”). The Issuer Company shall use its commercially reasonable efforts (i) use its reasonable best efforts to cause such Exchange Offer Registration Statement to become effective under the Securities Act on or prior to 365 within 270 days after the date of original issue of the Initial Securities (the “Issue Date”) Closing Date (such 365th 270th day referred to in clause (i) being the an “Exchange Offer Effectiveness Target DateDeadline”) and (ii) to keep the Exchange Offer Registration Statement effective for not less than 20 business 30 days (or longer, if required by applicable law) after the date notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “Exchange Offer Registration Period”). If the Issuer Company commences the Registered Exchange Offer, the Issuer Company (i) will be entitled to consummate the Registered Exchange Offer 20 business 30 days after such commencement (provided that the Issuer Company has accepted all the Initial Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer) and (ii) will be required to consummate the Registered Exchange Offer no later than 40 days as soon as practicable after the date on which the Exchange Offer Registration Statement is declared effective, or effective but no later than the 40th Business Day after such later effectiveness date required by law(the “Consummation Deadline”). Following As soon as practicable after the declaration of the effectiveness of the Exchange Offer Registration Statement, the Issuer shall, as promptly as practicable, Company shall commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities (as defined in Section 6 hereof) electing to exchange the Initial Securities for Exchange Securities (assuming that such Holder is not an affiliate of the Issuer Company within the meaning of the Securities Act, acquires the Exchange Securities in the ordinary course of such XxxxxxHolder’s business and has no arrangements with any person to participate in the distribution of the Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States. The Issuer 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 Initial Securities, acquired for its own account as a result of market making activities or other trading activities, for Exchange Securities (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 Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) an Initial Purchaser that elects to sell Securities (as defined below) acquired in exchange for Initial Securities constituting any portion of an unsold allotment allotment, is required to deliver a prospectus containing the information required by Items Item 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale. The Issuer Company shall use its reasonable best efforts to keep the Exchange Offer Registration Statement effective and shall 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 Securities; provided, however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or an Initial Purchaser, 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 Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Issuer 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 Securities for a period of not less than 180 180-days after the consummation of the Registered Exchange Offer (or such shorter period during which such persons are required by applicable law to deliver such prospectus)Offer. If, upon consummation of the Registered Exchange Offer, any Initial Purchaser holds Initial Securities acquired by it as part of its initial distribution, the IssuerCompany, simultaneously with the delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and deliver to such Initial Purchaser upon the written request of 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 Issuer Issuers issued under the Indenture and identical in all material respects (including the existence of restrictions on transfer under the Securities Act and the securities laws of the several states of the United States, but excluding provisions relating to the matters described in Section 6 hereof) to the Initial Securities (the “Private Exchange Securities”). The Initial Securities, the Exchange Securities and the Private Exchange Securities are herein collectively called the “Securities”. .” In connection with the Registered Exchange Offer, the Issuer Company shall:

Registered Exchange Offer. Unless not permitted by applicable law, the Issuer shall Company shall, at its own cost, prepare and use its commercially reasonable efforts to and, not later than 350 days (or if the 350th day is not a business day, the first business day thereafter) after the date of delivery of the Offered Securities (the “Delivery Date”), file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Exchange Offer Registration Statement”) on an appropriate form under the Securities Act of 1933, as amended (the “Securities Act”), with respect to a proposed offer (the “Registered Exchange Offer”) to the Holders of Transfer Restricted Securities (as defined in Section 6 6(d) hereof), who are not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Initial Offered Securities, a like aggregate principal amount of debt securities of the Issuer Company issued under the Indenture, substantially Indenture and identical in all material respects to the Initial Offered Securities (except for the removal of transfer restrictions relating to the Initial Offered Securities and the provisions relating to the matters described in Section 6 hereof) and registered under the Securities Act (the “Exchange Securities”). The Issuer Company shall use its commercially reasonable efforts (i) to cause such Exchange Offer Registration Statement to become effective under the Securities Act on within 410 days (or prior to 365 days if the 410th day is not a business day, the first business day thereafter) after the date of original issue of the Initial Securities Delivery Date (the an “Issue Date”) (such 365th day referred to in clause (i) being the “Exchange Offer Effectiveness Target Dateeffectiveness deadline”) and (ii) shall use its commercially reasonable efforts to keep the Exchange Offer Registration Statement effective for not less than 20 business days (or longer, if required by applicable law) after the date notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “Exchange Offer Registration Period”). If the Issuer Company commences the Registered Exchange Offer, the Issuer Company (i) will be entitled to consummate close the Registered Exchange Offer 20 business days after such commencement (provided that the Issuer Company has accepted all the Initial Offered Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer) Offer and (ii) will be required shall use commercially reasonable efforts to consummate the Registered Exchange Offer no later than 40 days (or longer if required by applicable law) after the date on which the Exchange Offer Registration Statement is declared effectiveeffective (or if the 40th day is not a business day, the first business day thereafter) (such 40th day (or such later date required by lawfirst business day thereafter) being the “Consummation Deadline”). Following the declaration of the effectiveness of the Exchange Offer Registration Statement, the Issuer shall, as Company shall promptly as practicable, commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities (as defined in Section 6 hereof) electing to exchange the Initial Offered Securities for Exchange Securities (assuming that such Holder is not an affiliate of the Issuer Company within the meaning of the Securities ActAct (or if it is an affiliate, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable), acquires the Exchange Securities in the ordinary course of such XxxxxxHolder’s business business, is not a broker-dealer tendering Offered Securities acquired directly from the Company for its own account and is not engaged in, and does not intend to engage in, and has no arrangements arrangement or understanding with any person to participate in the distribution of the Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States. The Issuer 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 Initial Offered Securities, acquired for its own account as a result of market making activities or other trading activities, for Exchange Securities (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 Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) an Initial if a Purchaser that elects to sell Exchange Securities (as defined below) acquired in exchange for Initial Offered Securities constituting any portion of an unsold allotment allotment, it is required to deliver a prospectus containing the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale. The Issuer Company shall use its commercially reasonable efforts to keep the Exchange Offer Registration Statement effective and shall 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 Securities; provided, however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or an Initial a Purchaser, 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 Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Issuer Company shall make such prospectus and any amendment or supplement thereto thereto, available to any broker-dealer for use in connection with any resale of any Exchange Securities for a period of not less than 180 90 days after the consummation of the Registered Exchange Offer (or such shorter period during which such persons are required by applicable law to deliver such prospectus)Offer. If, upon consummation of the Registered Exchange Offer, any Initial Purchaser holds Initial Offered Securities acquired by it as part of its initial distribution, the IssuerCompany, simultaneously with the delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and deliver to such Initial Purchaser upon the written request of such Initial Purchaser, in exchange (the “Private Exchange”) for the Initial Offered Securities held by such Initial Purchaser, a like principal amount of debt securities of the Issuer Company issued under the Indenture and identical in all material respects (including the existence of restrictions on transfer under the Securities Act and the securities laws of the several states of the United States, but excluding provisions relating to the matters described in Section 6 hereof) to the Initial Offered Securities (the “Private Exchange Securities”). The Initial Offered Securities, the Exchange Securities and the Private Exchange Securities are herein collectively called the “Securities”. .” In connection with the Registered Exchange Offer, the Issuer Company shall:

Registered Exchange Offer. Unless not permitted by applicable lawlaw (after the Company has complied with the ultimate paragraph of this Section 1), the Issuer Company shall prepare and use its commercially reasonable efforts to and, not later than 90 days (such 90th day being a "Filing Deadline") after the date on which the Notes are issued (the "Issue Date"), file with the Securities and Exchange Commission (the “"Commission”") a registration statement (the “"Exchange Offer Registration Statement”") on an appropriate form under the Securities Act of 1933, as amended (the “"Securities Act”"), with respect to a proposed offer (the “"Registered Exchange 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 Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Initial Securities, a like aggregate principal amount of debt securities of the Issuer Company issued under the Indenture, substantially identical in all material respects to the Initial Securities (except for the transfer restrictions relating to the Initial Securities and the provisions relating to the matters described in Section 6 hereof) and registered under the Securities Act (the “"Exchange Securities”"). The Issuer Company shall use its commercially reasonable best efforts to (i) to cause such Exchange Offer Registration Statement to become effective under the Securities Act on or prior to 365 within 180 days after the date of original issue of the Initial Securities (the “Issue Date”) Date (such 365th 180th day referred to in clause (i) being the “Exchange Offer an "Effectiveness Target Date”Deadline") and (ii) to keep the Exchange Offer Registration Statement effective for not less than 20 business days (or longer, if required by applicable law) after the date notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “"Exchange Offer Registration Period”"). If the Issuer Company commences the Registered Exchange Offer, the Issuer Company (i) will be entitled to consummate the Registered Exchange Offer 20 business days after such commencement (provided that the Issuer Company has accepted all the Initial Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer) and (ii) will be required to consummate the Registered Exchange Offer no later than 40 days after the date on which the Exchange Offer Registration Statement is declared effective, or effective (such later date required by law40th day being the "Consummation Deadline"). Following the declaration of the effectiveness of the Exchange Offer Registration Statement, the Issuer shall, as Company shall promptly as practicable, commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities (as defined in Section 6 hereof) electing to exchange the Initial Securities for Exchange Securities (assuming that such Holder is not an affiliate of the Issuer Company within the meaning of the Securities Act, acquires the Exchange Securities in the ordinary course of such Xxxxxx’s Holder's business and has no arrangements with any person to participate in the distribution of the Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States. The Issuer Company acknowledges that, pursuant to current interpretations by the Commission’s '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 Initial Securities, acquired for its own account as a result of market making activities or other trading activities, for Exchange Securities (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 Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) an Initial Purchaser that elects to sell Securities (as defined below) acquired in exchange for Initial Securities constituting any portion of an unsold allotment allotment, is required to deliver a prospectus containing the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale. The Issuer Company shall use its reasonable best efforts to keep the Exchange Offer Registration Statement effective and shall 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 Securities; provided, however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or an the Initial Purchaser, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers and the Initial Purchasers Purchaser have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Issuer 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 Securities for a period of not less than 180 days after the consummation of the Registered Exchange Offer. Notwithstanding the foregoing, the Company shall not be obligated to keep the Exchange Offer Registration Statement continuously effective to the extent set forth above if the Company determines, in its reasonable judgment, upon advice of counsel, that the continued effectiveness and usability of the Exchange Offer Registration Statement would (i) require the disclosure of material information, which the Company or any of its subsidiaries has a bona fide business reason for preserving as confidential or (ii) interfere with any existing or prospective financing, acquisition, corporate reorganization or other material business situation, transaction or negotiation involving the Company or any of its subsidiaries; provided, however, that the failure to keep the Exchange Offer Registration Statement effective and usable for such shorter reason shall last no longer than 20 days (whereafter Additional Interest (as defined in Section 6(a)) shall accrue and be payable until the Exchange Offer Registration Statement becomes effective and usable) and shall in no event occur during the first 30 days after the Exchange Offer Registration Statement becomes effective. In the event that the Company does not keep the Exchange Offer Registration Statement continuously effective as provided in the immediately preceding sentence, the number of days during which the Exchange Offer Registration Statement is not continuously effective, which shall include the date the Company gives notice that the Exchange Offer Registration Statement is no longer effective, shall be added on to, and therefore extend, the period during which such persons are required by applicable law the Company is obligated to deliver such prospectus)use its reasonable best efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the prospectus contained therein. If, upon consummation of the Registered Exchange Offer, any the Initial Purchaser holds Initial Securities acquired by it as part of its initial distribution, the IssuerCompany, simultaneously with the delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and deliver to such the Initial Purchaser upon the written request of such the Initial Purchaser, in exchange (the “"Private Exchange”") for the Initial Securities held by such the Initial Purchaser, a like principal amount of debt securities of the Issuer Company issued under the Indenture and identical in all material respects (including the existence of restrictions on transfer under the Securities Act and the securities laws of the several states of the United States, but excluding provisions relating to the matters described in Section 6 hereof) to the Initial Securities (the “"Private Exchange Securities”"). The Initial Securities, the Exchange Securities and the Private Exchange Securities are herein collectively called the “"Securities”". In connection with the Registered Exchange Offer, the Issuer Company shall:

Registered Exchange Offer. Unless not permitted by applicable law, the Issuer Company shall prepare and use its commercially reasonable efforts and, not later than 90 days (such 90th day being a “Filing Deadline”) after the date on which the Initial Purchasers purchase the Initial Securities pursuant to the Purchase Agreement (the “Closing Date”), file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Exchange Offer Registration Statement”) on an appropriate form under the Securities Act of 1933, as amended (the “Securities Act”), with respect to a proposed offer (the “Registered Exchange 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 Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Initial Securities, a like aggregate principal amount of debt securities of the Issuer Company issued under the Indenture, substantially identical in all material respects to the Initial Securities (except for the transfer restrictions relating to the Initial Securities and the provisions relating to the matters described in Section 6 hereof) and registered under the Securities Act (the “Exchange Securities”). The Issuer Company shall use its commercially reasonable best efforts to (i) to cause such Exchange Offer Registration Statement to become effective under the Securities Act on or prior to 365 within 150 days after the date of original issue of the Initial Securities (the “Issue Date”) Closing Date (such 365th 150th day referred to in clause (i) being the an “Exchange Offer Effectiveness Target DateDeadline”) and (ii) to keep the Exchange Offer Registration Statement effective for not less than 20 business 30 days (or longer, if required by applicable law) after the date notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “Exchange Offer Registration Period”). If the Issuer Company commences the Registered Exchange Offer, the Issuer (i) will be entitled to consummate the Registered Exchange Offer 20 business days after such commencement (provided that the Issuer has accepted all the Initial Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer) and (ii) Company will be required to consummate the Registered Exchange Offer no later than 40 180 days after the date on which Closing Date (such 180th day being the Exchange Offer Registration Statement is declared effective, or such later date required by law“Consummation Deadline”). Following the declaration of the effectiveness of the Exchange Offer Registration Statement, the Issuer Company shall, as promptly soon as practicable, commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities (as defined in Section 6 hereof) electing to exchange the Initial Securities for Exchange Securities (assuming that such Holder is not an affiliate of the Issuer Company within the meaning of the Securities Act, acquires the Exchange Securities in the ordinary course of such XxxxxxHolder’s business and has no arrangements with any person to participate in the distribution of the Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States. The Issuer 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 Initial Securities, acquired for its own account as a result of market making activities or other trading activities, for Exchange Securities (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 Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) an Initial Purchaser that elects to sell Securities (as defined below) acquired in exchange for Initial Securities constituting any portion of an unsold allotment allotment, is required to deliver a prospectus containing the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale. The Issuer Company shall use its best efforts to keep the Exchange Offer Registration Statement effective and shall 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 a period of time as commencing on the day the Registered Exchange Offer is consummated and continuing for 90 days (or such persons must comply with shorter period during which Exchanging Dealers and other persons, if any, are required by law to deliver such requirements in order to resell the Exchange Securitiesprospectus); provided, however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or an Initial Purchaser, such period shall may be the lesser of 180 days and the date on which all Exchanging Dealers and the Initial Purchasers have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Issuer 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 Securities for a period of not less than 180 days after the consummation of the Registered Exchange Offer (or such shorter period during which such persons are required by applicable law to deliver such prospectus). If, upon consummation of the Registered Exchange Offer, any Initial Purchaser holds Initial Securities acquired by it as part of its initial distribution, the IssuerCompany, simultaneously with the delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and deliver to such Initial Purchaser upon the written request of 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 Issuer Company issued under the Indenture and identical in all material respects (including the existence of restrictions on transfer under the Securities Act and the securities laws of the several states of the United States, but excluding provisions relating to the matters described in Section 6 hereof) to the Initial Securities (the “Private Exchange Securities”). The Initial Securities, the Exchange Securities and the Private Exchange Securities are herein collectively called the “Securities”. In connection with the Registered Exchange Offer, the Issuer Company shall:

Registered Exchange Offer. Unless not permitted by applicable lawlaw (after the Company has complied with the final paragraph of this Section 1), the Issuer Company shall prepare and use its commercially reasonable efforts to and, on or before March 31, 2002, file (the date of such filing being the "Filing Date") with the Securities and Exchange Commission (the “"Commission”") a registration statement (the “"Exchange Offer Registration Statement”") on an appropriate form under the Securities Act of 1933, as amended (the “"Securities Act”"), with respect to a proposed offer (the “"Registered Exchange 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 Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Initial Securities, a like aggregate principal amount of debt securities of the Issuer Company issued under the Indenture, substantially identical in all material respects to the Initial Securities (except for the excluding terms with respect to transfer restrictions relating to the Initial Securities and the provisions relating to the matters described in Section 6 hereofrestrictions, which shall be omitted) and registered under the Securities Act (the “"Exchange Securities”"). The Issuer Company shall use its commercially reasonable efforts to (i) to cause such Exchange Offer Registration Statement to become be declared effective under the Securities Act on or prior to 365 within 90 days after the date of original issue of the Initial Securities (the “Issue Date”) (such 365th day referred to in clause (i) being the “Exchange Offer Effectiveness Target Date”) Filing Date and (ii) to keep the Exchange Offer Registration Statement effective for not less than 20 business 30 days (or longer, if required by applicable law) after the date notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “"Exchange Offer Registration Period”"). If the Issuer Company commences the Registered Exchange Offer, the Issuer Company (i) will be entitled to consummate the Registered Exchange Offer 20 business 30 days after such commencement (provided that the Issuer Company has accepted all the Initial Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer) and (ii) will be required to consummate the Registered Exchange Offer no later than 40 days after the date on which the Exchange Offer Registration Statement is declared effective, or such later date required by law. Following the declaration of the effectiveness of the Exchange Offer Registration Statement, the Issuer shall, Company shall as promptly soon as practicable, practicable commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities (as defined in Section 6 hereof) electing to exchange the Initial Securities for Exchange Securities (assuming that such Holder is not an affiliate of the Issuer Company within the meaning of the Securities Act, acquires the Exchange Securities in the ordinary course of such Xxxxxx’s Holder's business and has no arrangements with any person to participate in the distribution of the Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States. The Issuer Company acknowledges that, pursuant to current interpretations by the Commission’s 's staff of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom, (i) each Holder which that is a broker-dealer electing to exchange Initial Securities, Securities acquired for its own account as a result of market making activities or other trading activities, activities for Exchange Securities (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 Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) an Initial Purchaser that elects to sell Securities (as defined below) acquired in exchange for Initial 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. The Issuer Company shall use commercially reasonable efforts to keep the Exchange Offer Registration Statement effective and shall 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 Securities; provided, however, that -------- ------- (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or an Initial Purchaser, 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 Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Issuer 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 Securities for a period of not less than 180 days after the consummation of the Registered Exchange Offer (or such shorter period during which such persons are required by applicable law to deliver such prospectus)Offer. If, upon consummation of the Registered Exchange Offer, any Initial Purchaser holds Initial Securities acquired by it as part of its initial distribution, the IssuerCompany, simultaneously with the delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and deliver to such Initial Purchaser upon the written request of 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 Issuer Company issued under the Indenture and identical in all material respects (including the existence of restrictions on transfer under the Securities Act and the securities laws of the several states of the United States, but excluding provisions relating to the matters described in Section 6 hereof) to the Initial Securities (the “"Private Exchange Securities”"). The Initial Securities, the Exchange Securities and the Private Exchange Securities are herein collectively called the “"Securities”". In connection with the Registered Exchange Offer, the Issuer Company shall:

Registered Exchange Offer. Unless not permitted by the Registered Exchange Offer (as defined below) would violate applicable law, law or an interpretation of the Issuer shall prepare and use its commercially reasonable efforts to file with staff of the Securities and Exchange Commission (the “Commission”) ), the Company shall, at its own cost, prepare and file with the Commission a registration statement (the “Exchange Offer Registration Statement”) on an appropriate form under the Securities Act of 1933, as amended (the “Securities Act”), with respect to a proposed offer (the “Registered Exchange 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 Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Initial Securities, a like aggregate principal amount of debt securities (the “Exchange Securities”) of the Issuer Company issued under the Indenture, substantially Indenture and identical in all material respects to the Initial Securities (except for the transfer restrictions relating to the Initial Securities and the provisions relating to the matters described in Section 6 hereof) and that would be registered under the Securities Act (the “Exchange Securities”)Act. The Issuer Company shall use its commercially reasonable efforts (i) to cause such Exchange Offer Registration Statement to become effective under the Securities Act on or prior to 365 days after the date of original issue of the Initial Securities (the “Issue Date”) (such 365th day referred to in clause (i) being the “Exchange Offer Effectiveness Target Date”) and (ii) to shall keep the Exchange Offer Registration Statement effective for not less than 20 business days (or longer, if required by applicable law) after the date notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “Exchange Offer Registration Period”)Holders. If the Issuer commences Company effects the Registered Exchange Offer, the Issuer (i) Company will be entitled to consummate close the Registered Exchange Offer 20 business days after such the commencement (thereof provided that the Issuer Company has accepted all the Initial Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer) and (ii) will be required to consummate the Registered Exchange Offer no later than 40 days after the date on which the Exchange Offer Registration Statement is declared effective, or such later date required by law. Following the declaration of the effectiveness of the Exchange Offer Registration Statement, the Issuer shall, as Company shall promptly as practicable, commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities (as defined in Section 6 hereof) electing to exchange the Initial Securities for Exchange Securities (assuming that such Holder is not an affiliate of the Issuer Company within the meaning of the Securities Act, acquires the Exchange Securities in the ordinary course of such Xxxxxx’s business and has no arrangements with any person to participate in the distribution of the Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States; provided, however, that Participating Broker-Dealers (as defined below) receiving Exchange Notes in the Registered Exchange Offer will have a prospectus delivery requirement with respect to the resale of such Exchange Notes. The Issuer 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 Initial Securities, acquired for its own account as a result of market making activities or other trading activities, for Exchange Securities (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 Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) an Initial Purchaser that elects to sell Exchange Securities (as defined below) acquired in exchange for Initial 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. The Issuer Company shall use commercially reasonable efforts to keep the Exchange Offer Registration Statement effective and shall 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 Securities; provided, however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or an Initial Purchaser, 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 Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Issuer shall Company shall, upon request, make such prospectus and any amendment or supplement thereto thereto, available to any broker-dealer for use in connection with any resale of any Exchange Securities for a period of not less than 180 90 days after the consummation of the Registered Exchange Offer (or such shorter period during which such persons are required by applicable law to deliver such prospectus)Offer. If, upon consummation of the Registered Exchange Offer, any Initial Purchaser holds Initial Securities acquired by it as part of its initial distribution, the IssuerCompany, simultaneously with the delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and deliver to such Initial Purchaser upon the written request of 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 Issuer Company issued under the Indenture and identical in all material respects (including the existence of restrictions on transfer under the Securities Act and the securities laws of the several states of the United States, but excluding provisions relating to the matters described in Section 6 hereof) to the Initial Securities (the “Private Exchange Securities”). The Initial Securities, the Exchange Securities and the Private Exchange Securities are herein collectively called the “Securities”. In connection with the Registered Exchange Offer, the Issuer Company shall:

Registered Exchange Offer. Unless The Company shall, at its own cost, prepare and, not permitted by applicable lawlater than 365 days after the date of the original issue of the Initial Securities (the “Issue Date” and such date 365 days thereafter, the Issuer shall prepare and use its commercially reasonable efforts to “Target Date”), file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Exchange Offer Registration Statement”) on an appropriate form under the Securities Act of 1933, as amended (the “Securities Act”), with respect to a proposed offer (the “Registered Exchange 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 Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Initial Securities, a like aggregate principal amount of debt securities (the “Exchange Securities”) of the Issuer Company issued under the Indenture, Indenture and substantially identical in all material respects to the Initial Securities (except for the transfer restrictions relating to the Initial Securities and the provisions relating to the matters described in Section 6 hereofSecurities) and registered under the Securities Act (Act. Unless not permitted by applicable law or Commission policy, the “Exchange Securities”). The Issuer Company shall use its commercially reasonable efforts (i) to cause such Exchange Offer Registration Statement to become effective under the Securities Act on or prior to 365 days after the date of original issue of the Initial Securities (the “Issue Date”) (such 365th day referred to in clause (i) being the “Exchange Offer Effectiveness Target Date”) and Act, (ii) to keep the Exchange Offer Registration Statement effective for not less than 20 business 30 days (or longer, if required by applicable law) after the date notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “Exchange Offer Registration Period”)) and (iii) cause the Registered Exchange Offer to be completed, in each case, not later than the Target Date. For purposes of this Agreement, “business day” shall mean a day other than a Saturday, Sunday or other day on which banking institutions are authorized or required by law to close in New York City. If the Issuer commences Company effects the Registered Exchange Offer, the Issuer (i) Company will be entitled to consummate the Registered Exchange Offer 20 business 30 days after such the commencement (thereof; provided that the Issuer Company has accepted all the Initial Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer) and (ii) will be required to consummate the Registered Exchange Offer no later than 40 days after the date on which the Exchange Offer Registration Statement is declared effective, or such later date required by law. Following the declaration of the effectiveness of the Exchange Offer Registration Statement, unless not permitted by applicable law or Commission policy, the Issuer shall, as Company shall promptly as practicable, commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities (as defined in Section 6 hereof) electing to exchange the Initial Securities for Exchange Securities (assuming that such Holder is not an affiliate of the Issuer Company within the meaning of the Securities Act, acquires the Exchange Securities in the ordinary course of such XxxxxxHolder’s business and has no arrangements with any person to participate in the distribution of the Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States. The Issuer 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 Initial Securities, acquired for its own account as a result of market making activities or other trading activities, for Exchange Securities (an “Exchanging Dealer”), is required to deliver a prospectus containing the information set forth in (a) Annex A B hereto on the cover, (b) Annex B C hereto in the “Exchange Offer Procedures” section and the “Purpose of the Exchange Offer” section, and (c) Annex C D 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 Registered Exchange Offer and (ii) an Initial Purchaser that elects to sell Exchange Securities (as defined below) acquired in exchange for Initial 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. The Issuer Company shall use commercially reasonable efforts to keep the Exchange Offer Registration Statement effective and shall 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 Securities; provided, however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or an Initial Purchaser, 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 Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Issuer Company shall make such prospectus and any amendment or supplement thereto thereto, available to any broker-dealer for use in connection with any resale of any Exchange Securities for a period of not less than 180 90 days after the consummation of the Registered Exchange Offer (or such shorter period during which such persons are required by applicable law to deliver such prospectus)Offer. If, upon consummation of the Registered Exchange Offer, any Initial Purchaser holds Initial Securities acquired by it as part of its initial distribution, the IssuerCompany, simultaneously with the delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and deliver to such Initial Purchaser upon the written request of 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 Issuer Company issued under the Indenture and identical in all material respects (including the existence of restrictions on transfer under the Securities Act and the securities laws of the several states of the United States, but excluding provisions relating to the matters described in Section 6 hereof) to the Initial Securities (the “Private Exchange Securities”). The Initial Securities, the Exchange Securities and the Private Exchange Securities are herein collectively called the “Securities”. In connection with the Registered Exchange Offer, the Issuer Company shall:

Registered Exchange Offer. Unless The Company shall, at its own cost, prepare and, not permitted by applicable lawlater than 180 days (or if the 180th day is not a business day, the Issuer shall prepare and use its commercially reasonable efforts to first business day thereafter) after the date of original issue of the Initial Securities (the “Issue Date”), file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Exchange Offer Registration Statement”) on an appropriate form under the Securities Act of 1933, as amended (the “Securities Act”), with respect to a proposed offer (the “Registered Exchange Offer”) to the Holders of Transfer Restricted Securities (as defined in Section 6 6(d) hereof), who are not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Initial Securities, a like an equal aggregate principal amount of debt securities (the “Exchange Securities”) of the Issuer issued under the Indenture, substantially Indenture and identical in all material respects to the Initial Securities (except for the transfer restrictions relating to the Initial Securities and the provisions relating to the matters described in Section 6 hereof) and that would be registered under the Securities Act (the “Exchange Securities”)Act. The Issuer Company shall use its commercially reasonable efforts (i) use its reasonable best efforts to cause such Exchange Offer Registration Statement to become effective under the Securities Act on within 270 days (or prior to 365 days if the 270th day is not a business day, the first business day thereafter) after the date of original issue of the Initial Securities (the “Issue Date”) (such 365th day referred to in clause (i) being the “Exchange Offer Effectiveness Target Date”) and , (ii) to consummate such Registered Exchange Offer not later than 310 days (or if the 310th day is not a business day, the first business day thereafter) after the Issue Date and (iii) keep the Exchange Offer Registration Statement effective for not less than 20 business 30 days (or longer, if required by applicable law) after the date notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “Exchange Offer Registration Period”). If the Issuer commences Company effects the Registered Exchange Offer, the Issuer (i) Company will be entitled to consummate close the Registered Exchange Offer 20 business 30 days after such the commencement (thereof provided that the Issuer Company has accepted all the Initial Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer) and (ii) will be required to consummate the Registered Exchange Offer no later than 40 days . As soon as practicable after the date on which the Exchange Offer Registration Statement is declared effective, or such later date required by law. Following the declaration of the effectiveness of the Exchange Offer Registration Statement, the Issuer shall, as promptly as practicable, Company shall commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities (as defined in Section 6 6(d) hereof) electing to exchange the Initial Securities for Exchange Securities (assuming that such Holder is not an affiliate of the Issuer Company within the meaning of the Securities Act, acquires the Exchange Securities in the ordinary course of such XxxxxxHolder’s business and has no arrangements with any person to participate in the distribution of the Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States. The Issuer 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 Initial Securities, acquired for its own account as a result of market making activities or other trading activities, for Exchange Securities (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 Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) an if the Initial Purchaser that elects Purchasers elect to sell Exchange Securities (as defined below) acquired in exchange for Initial Securities constituting any portion of an unsold allotment is allotment, the Initial Purchasers will be required to deliver a prospectus containing the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale. The Issuer Company shall use its reasonable best efforts to keep the Exchange Offer Registration Statement effective and shall 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 Securities; provided, however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or an the Initial PurchaserPurchasers, 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 Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Issuer Company shall make such prospectus and any amendment or supplement thereto thereto, available to any broker-dealer for use in connection with any resale of any Exchange Securities for a period of not less than 180 days (or such shorter period during which broker-dealers are required by law to deliver such prospectus) after the consummation of the Registered Exchange Offer (or such shorter period during which such persons are required by applicable law to deliver such prospectus)Offer. If, upon consummation of the Registered Exchange Offer, any Initial Purchaser holds Initial Securities acquired by it as part of its initial distribution, the IssuerCompany, simultaneously with the delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and deliver to such Initial Purchaser upon the written request of such Initial Purchaser, in exchange (the “Private Exchange”) for the Initial Securities held by such Initial Purchaser, a like an equal principal amount of debt securities of the Issuer Company issued under the Indenture and identical in all material respects (including the existence of restrictions on transfer under the Securities Act and the securities laws of the several states of the United States, but excluding provisions relating to the matters described in Section 6 hereof) to the Initial Securities (the “Private Exchange Securities”). The Initial Securities, the Exchange Securities and the Private Exchange Securities are herein collectively called the “Securities”. In connection with the Registered Exchange Offer, the Issuer Company shall:

Registered Exchange Offer. Unless not permitted by applicable lawIf any Transfer Restricted Securities (as defined in Section 6(d) hereof) other than Exchange Securities (as defined below) remain outstanding on the date falling 400 days after the date of original issue of the Initial Securities (the “Issue Date”), the Issuer Company shall (a) within 400 days after the Issue Date, at its own cost, prepare and use its commercially reasonable efforts to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Exchange Offer Registration Statement”) on an appropriate form under the Securities Act of 1933, as amended (the “Securities Act”), with respect to a proposed offer (the “Registered Exchange Offer”) to the Holders of Transfer Restricted Initial Securities (as defined in Section 6 hereof), who are not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer, Offer to issue and deliver to such HoldersHolders as soon as practicable after the effectiveness of the Exchange Offer Registration Statement, in exchange for the Initial Securities, a like aggregate principal amount of debt securities (the “Exchange Securities”) of the Issuer issued under the Indenture, substantially Indenture and identical in all material respects to the Initial Securities (except for the transfer restrictions relating to the Initial Securities and the provisions relating to the matters described in Section 6 hereof) and that would be registered under the Securities Act Act; (the “Exchange Securities”). The Issuer shall b) use its commercially reasonable best efforts (i) to cause such the Exchange Offer Registration Statement to become be declared effective under the Securities Act on or prior to 365 within 490 days after the date of original issue of the Initial Securities (the “Issue Date”; and (c) (such 365th day referred to in clause (i) being keep the “Registered Exchange Offer Effectiveness Target Date”) and (ii) to keep the Exchange Offer Registration Statement effective open for not less than 20 business days (or longer, if required by applicable law) after the date notice of the Registered Exchange Offer is mailed to the Holders of the Initial Securities (such period being called the “Exchange Offer Registration Period”). If the Issuer commences Company effects the Registered Exchange Offer, the Issuer (i) Company will be entitled (subject to consummate applicable law) to close the Registered Exchange Offer 20 business days after such the commencement (thereof provided that the Issuer Company has accepted all the Initial Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer) and (ii) will be required to consummate the Registered Exchange Offer no later than 40 days after the date on which the Exchange Offer Registration Statement is declared effective, or such later date required by law. Following the declaration of the effectiveness of the Exchange Offer Registration Statement, the Issuer shall, Company shall as promptly soon as practicable, practicable commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities (as defined in Section 6 hereof) electing to exchange the Initial Securities for Exchange Securities (assuming that such Holder is not an affiliate of the Issuer Company within the meaning of the Securities Act, acquires the Exchange Securities in the ordinary course of such XxxxxxHolder’s business and has no arrangements or understandings with any person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States. The Issuer 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 Initial Securities, acquired for its own account as a result of market market-making activities or other trading activities, for Exchange Securities (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” (or other appropriate) section of such prospectus and the “Purpose of the Exchange Offer” section, (or other appropriate) section of such prospectus and (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 Registered Exchange Offer and (ii) an Initial Purchaser that elects to sell Exchange Securities (as defined below) acquired in exchange for Initial 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. The Issuer Company shall use its reasonable best efforts to keep the Exchange Offer Registration Statement effective and shall amend and supplement the prospectus contained therein, 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 180 days following the effective date of the Exchange Offer Registration Statement or such shorter 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 an Exchanging Dealer or an Initial Purchaser, 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 Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Issuer Company shall make such prospectus and any amendment or supplement thereto available to any requesting broker-dealer for use in connection with any resale of any Exchange Securities for a period of not less than 180 90 days after the consummation of the Registered Exchange Offer (or such shorter period during which such persons are required by applicable law to deliver such prospectus)Offer. If, upon consummation of the Registered Exchange Offer, any Initial Purchaser holds Initial Securities acquired by it as part of its initial distribution, the IssuerCompany, simultaneously with the delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and deliver to such Initial Purchaser upon the written request of 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 Issuer issued under the Indenture and identical in all material respects (including the existence of restrictions on transfer under the Securities Act and the securities laws of the several states of the United States, but excluding provisions relating to the matters described in Section 6 hereof) to the Initial Securities (the “Private Exchange Securities”). The Initial Securities, the Exchange Securities and the Private Exchange Securities are herein collectively called the “Securities”. In connection with the Registered Exchange Offer, the Issuer Company shall:

Registered Exchange Offer. Unless not permitted by applicable lawIf any Transfer Restricted Securities (as defined in Section 6(d) hereof) other than Exchange Securities (as defined below) remain outstanding on the date falling 400 days after the date of original issue of the Initial Securities (the “Issue Date”), the Issuer Company shall (a) within 400 days after the Issue Date, at its own cost, prepare and use its commercially reasonable efforts to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Exchange Offer Registration Statement”) on an appropriate form under the Securities Act of 1933, as amended (the “Securities Act”), with respect to a proposed offer (the “Registered Exchange Offer”) to the Holders of Transfer Restricted Initial Securities (as defined in Section 6 hereof), who are not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer, Offer to issue and deliver to such HoldersHolders as soon as practicable after the effectiveness of the Exchange Offer Registration Statement, in exchange for the Initial Securities, a like aggregate principal amount of debt securities (the “Exchange Securities”) of the Issuer issued under the Indenture, substantially Indenture and identical in all material respects to the Initial Securities (except for the transfer restrictions relating to the Initial Securities and the provisions relating to the matters described in Section 6 hereof) and that would be registered under the Securities Act Act; (the “Exchange Securities”). The Issuer shall b) use its commercially reasonable best efforts (i) to cause such the Exchange Offer Registration Statement to become be declared effective under the Securities Act on or prior to 365 within 490 days after the date of original issue of the Initial Securities (the “Issue Date”; and (c) (such 365th day referred to in clause (i) being keep the “Registered Exchange Offer Effectiveness Target Date”) and (ii) to keep the Exchange Offer Registration Statement effective open for not less than 20 business days (or longer, if required by applicable law) after the date notice of the Registered Exchange Offer is mailed to the Holders of the Initial Securities (such period being called the “Exchange Offer Registration Period”). If the Issuer commences Company effects the Registered Exchange Offer, the Issuer (i) Company will be entitled (subject to consummate applicable law) to close the Registered Exchange Offer 20 business days after such the commencement (thereof provided that the Issuer Company has accepted all the Initial Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer) and (ii) will be required to consummate the Registered Exchange Offer no later than 40 days after the date on which the Exchange Offer Registration Statement is declared effective, or such later date required by law. Following the declaration of the effectiveness of the Exchange Offer Registration Statement, the Issuer shall, Company shall as promptly soon as practicable, practicable commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities (as defined in Section 6 hereof) electing to exchange the Initial Securities for Exchange Securities (assuming that such Holder is not an affiliate of the Issuer Company within the meaning of the Securities Act, acquires the Exchange Securities in the ordinary course of such XxxxxxHolder’s business and has no arrangements or understandings with any person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States. The Issuer 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 Initial Securities, acquired for its own account as a result of market market-making activities or other trading activities, for Exchange Securities (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” (or other appropriate) section of such prospectus and the “Purpose of the Exchange Offer” section, (or other appropriate) section of such prospectus and (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 Registered Exchange Offer and (ii) an Initial Purchaser that elects to sell Exchange Securities (as defined below) acquired in exchange for Initial 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. The Issuer Company shall use its reasonable best efforts to keep the Exchange Offer Registration Statement effective and shall amend and supplement the prospectus contained therein, 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 180 days following the effective date of the Exchange Offer Registration Statement or such shorter 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 an Exchanging Dealer or an Initial Purchaser, 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 Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Issuer Company shall make such prospectus and any amendment or supplement thereto available to any requesting broker-dealer for use in connection with any resale of any Exchange Securities for a period of not less than 180 90 days after the consummation of the Registered Exchange Offer (or such shorter period during which such persons are required by applicable law to deliver such prospectus)Offer. If, upon consummation of the Registered Exchange Offer, any Initial Purchaser holds Initial Securities acquired by it as part of its initial distribution, the IssuerCompany, simultaneously with the delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and deliver to such Initial Purchaser upon the written request of 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 Issuer issued under the Indenture and identical in all material respects (including the existence of restrictions on transfer under the Securities Act and the securities laws of the several states of the United States, but excluding provisions relating to the matters described in Section 6 hereof) to the Initial Securities (the “Private Exchange Securities”). The Initial Securities, the Exchange Securities and the Private Exchange Securities are herein collectively called the “Securities”. In connection with the Registered Exchange Offer, the Issuer Company shall:

Registered Exchange Offer. Unless not permitted by applicable lawlaw (after the Company has complied with the ultimate paragraph of this Section 1), the Issuer Company shall prepare and use its commercially reasonable efforts and, not later than 90 days (such 90th day being a "FILING DEADLINE") after the date on which the Initial Purchaser purchases the Initial Securities pursuant to the Purchase Agreement (the "CLOSING DATE"), file with the Securities and Exchange Commission (the “Commission”"COMMISSION") a registration statement (the “Exchange Offer Registration Statement”"EXCHANGE OFFER REGISTRATION STATEMENT") on an appropriate form under the Securities Act of 1933, as amended (the “Securities Act”"SECURITIES ACT"), with respect to a proposed offer (the “Registered Exchange Offer”"REGISTERED EXCHANGE 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 Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Initial Securities, a like aggregate principal amount of debt securities of the Issuer Company issued under the Indenture, substantially identical in all material respects to the Initial Securities (except for the transfer restrictions relating to the Initial Securities and the provisions relating to the matters described in Section 6 hereof) and registered under the Securities Act (the “Exchange Securities”"EXCHANGE SECURITIES"). The Issuer Company shall use its commercially reasonable commercial efforts to (i) to cause such Exchange Offer Registration Statement to become effective under the Securities Act on or prior to 365 within 220 days after the date of original issue of the Initial Securities (the “Issue Date”) Closing Date (such 365th 220th day referred to in clause (i) being the “Exchange Offer Effectiveness Target Date”an "EFFECTIVENESS DEADLINE") and (ii) to keep the Exchange Offer Registration Statement effective for not less than 20 business days (or longer, if required by applicable law) after the date notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “Exchange Offer Registration Period”"EXCHANGE OFFER REGISTRATION PERIOD"). If the Issuer Company commences the Registered Exchange Offer, the Issuer Company (i) will be entitled to consummate the Registered Exchange Offer 20 business days after such commencement (provided that the Issuer Company has accepted all the Initial Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer) and (ii) will be required to consummate the Registered Exchange Offer no later than 40 30 business days after the date on which the Exchange Offer Registration Statement is declared effective, or effective (such later date required by law30th business day being the "CONSUMMATION DEADLINE"). Following the declaration of the effectiveness of the Exchange Offer Registration Statement, the Issuer shall, as Company shall promptly as practicable, commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities (as defined in Section 6 hereof) electing to exchange the Initial Securities for Exchange Securities (assuming that such Holder is not an affiliate of the Issuer Company within the meaning of the Securities Act, acquires the Exchange Securities in the ordinary course of such Xxxxxx’s Holder's business and has no arrangements with any person to participate in the distribution of the Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States. The Issuer Company acknowledges that, pursuant to current interpretations by the Commission’s '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 Initial Securities, acquired for its own account as a result of market making activities or other trading activities, for Exchange Securities (an “Exchanging Dealer”"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 Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) an Initial Purchaser that elects to sell Securities (as defined below) acquired in exchange for Initial Securities constituting any portion of an unsold allotment allotment, is required to deliver a prospectus containing the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale. The Issuer Company shall use its reasonable commercial efforts to keep the Exchange Offer Registration Statement effective and shall 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 Securities; provided, however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or an Initial Purchaser, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers and the Initial Purchasers Purchaser have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Issuer 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 Securities for a period of not less than 180 days after the consummation of the Registered Exchange Offer (or such shorter period during which such persons are required by applicable law to deliver such prospectus)Offer. If, upon consummation of the Registered Exchange Offer, any Initial Purchaser holds Initial Securities acquired by it as part of its initial distribution, the IssuerCompany, simultaneously with the delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and deliver to such Initial Purchaser upon the written request of such Initial Purchaser, in exchange (the “Private Exchange”"PRIVATE EXCHANGE") for the Initial Securities held by such Initial Purchaser, a like principal amount of debt securities of the Issuer Company issued under the Indenture and identical in all material respects (including the existence of restrictions on transfer under the Securities Act and the securities laws of the several states of the United States, but excluding provisions relating to the matters described in Section 6 hereof) to the Initial Securities (the “Private Exchange Securities”"PRIVATE EXCHANGE SECURITIES"). The Initial Securities, the Exchange Securities and the Private Exchange Securities are herein collectively called the “Securities”"SECURITIES". In connection with the Registered Exchange Offer, the Issuer Company shall:

Registered Exchange Offer. Unless The Company shall, at its own cost, prepare and, not permitted by applicable lawlater than 180 days (or if the 180th day is not a business day, the Issuer shall prepare and use its commercially reasonable efforts to first business day thereafter) after the date of original issue of the Initial Securities (the “Issue Date”), file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Exchange Offer Registration Statement”) on an appropriate form under the Securities Act of 1933, as amended (the “Securities Act”), with respect to a proposed offer (the “Registered Exchange Offer”) to the Holders of Transfer Restricted Securities (as defined in Section 6 6(d) hereof), who are not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Initial Securities, a like an equal aggregate principal amount of debt securities (the “Exchange Securities”) of the Issuer issued under the Indenture, substantially Indenture and identical in all material respects to the Initial Securities (except for the transfer restrictions relating to the Initial Securities and the provisions relating to the matters described in Section 6 hereof) and that would be registered under the Securities Act (the “Exchange Securities”)Act. The Issuer Company shall use its commercially reasonable best efforts (i) to cause such Exchange Offer Registration Statement to become effective under the Securities Act on within 270 days (or prior to 365 days if the 270th day is not a business day, the first business day thereafter) after the date of original issue of the Initial Securities (the “Issue Date”) (such 365th day referred to in clause (i) being the “Exchange Offer Effectiveness Target Date”) Date and (ii) to shall keep the Exchange Offer Registration Statement effective for not less than 20 business 30 days (or longer, if required by applicable law) after the date notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “Exchange Offer Registration Period”). If the Issuer commences Company effects the Registered Exchange Offer, the Issuer (i) Company will be entitled to consummate close the Registered Exchange Offer 20 business 30 days after such the commencement (thereof provided that the Issuer Company has accepted all the Initial Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer) and (ii) will be required to consummate the Registered Exchange Offer no later than 40 days . As soon as practicable after the date on which the Exchange Offer Registration Statement is declared effective, or such later date required by law. Following the declaration of the effectiveness of the Exchange Offer Registration Statement, the Issuer shall, as promptly as practicable, Company shall commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities (as defined in Section 6 6(d) hereof) electing to exchange the Initial Securities for Exchange Securities (assuming that such Holder is not an affiliate of the Issuer Company within the meaning of the Securities Act, acquires the Exchange Securities in the ordinary course of such XxxxxxHolder’s business and has no arrangements with any person to participate in the distribution of the Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States. The Issuer 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 Initial Securities, acquired for its own account as a result of market making activities or other trading activities, for Exchange Securities (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 Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) an Initial Purchaser that elects to sell Exchange Securities (as defined below) acquired in exchange for Initial 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. The Issuer Company shall use its reasonable best efforts to keep the Exchange Offer Registration Statement effective and shall 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 Securities; provided, however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or an Initial Purchaser, 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 Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Issuer Company shall make such prospectus and any amendment or supplement thereto thereto, available to any broker-dealer for use in connection with any resale of any Exchange Securities for a period of not less than 180 days after the consummation of the Registered Exchange Offer (or such shorter period during which such persons are required by applicable law to deliver such prospectus)Offer. If, upon consummation of the Registered Exchange Offer, any Initial Purchaser holds Initial Securities acquired by it as part of its initial distribution, the IssuerCompany, simultaneously with the delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and deliver to such Initial Purchaser upon the written request of such Initial Purchaser, in exchange (the “Private Exchange”) for the Initial Securities held by such Initial Purchaser, a like an equal principal amount of debt securities of the Issuer Company issued under the Indenture and identical in all material respects (including the existence of restrictions on transfer under the Securities Act and the securities laws of the several states of the United States, but excluding provisions relating to the matters described in Section 6 hereof) to the Initial Securities (the “Private Exchange Securities”). The Initial Securities, the Exchange Securities and the Private Exchange Securities are herein collectively called the “Securities”. In connection with the Registered Exchange Offer, the Issuer Company shall:

Registered Exchange Offer. Unless not permitted by applicable lawlaw (after the Company has complied with the ultimate paragraph of this Section 1), the Issuer Company shall prepare and use its commercially reasonable efforts and, not later than 270 days (such 270th day being a "FILING DEADLINE") after the date on which the Initial Purchasers purchase the Initial Securities pursuant to the Purchase Agreement (the "CLOSING DATE"), file with the Securities and Exchange Commission (the “Commission”"COMMISSION") a registration statement (the “Exchange Offer Registration Statement”"EXCHANGE OFFER REGISTRATION STATEMENT") on an appropriate form under the Securities Act of 1933, as amended (the “Securities Act”"SECURITIES ACT"), with respect to a proposed offer (the “Registered Exchange Offer”"REGISTERED EXCHANGE 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 Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Initial Securities, a like aggregate principal amount of debt securities of the Issuer Company issued under the Indenture, substantially identical in all material respects to the Initial Securities (except for the transfer restrictions relating to the Initial Securities and the provisions relating to the matters described in Section 6 hereof) and registered under the Securities Act (the “Exchange Securities”"EXCHANGE SECURITIES"). The Issuer Company shall use its commercially reasonable best efforts to (i) to cause such Exchange Offer Registration Statement to become effective under the Securities Act on or prior to 365 within 360 days after the date of original issue of the Initial Securities (the “Issue Date”) Closing Date (such 365th 360th day referred to in clause (i) being the “Exchange Offer Effectiveness Target Date”an "EFFECTIVENESS DEADLINE") and (ii) to keep the Exchange Offer Registration Statement effective for not less than 20 business 30 days (or longer, if required by applicable law) after the date notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “Exchange Offer Registration Period”"EXCHANGE OFFER REGISTRATION PERIOD"). If the Issuer Company commences the Registered Exchange Offer, the Issuer Company (i) will be entitled to consummate the Registered Exchange Offer 20 business 30 days after such commencement (provided that the Issuer Company has accepted all the Initial Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer) and (ii) will be required to consummate the Registered Exchange Offer no later than 40 days after the date on which the Exchange Offer Registration Statement is declared effective, or effective (such later date required by law40th day being the "CONSUMMATION DEADLINE"). Following the declaration of the effectiveness of the Exchange Offer Registration Statement, the Issuer shall, as Company shall promptly as practicable, commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities (as defined in Section 6 hereof) electing to exchange the Initial Securities for Exchange Securities (assuming that such Holder is not an affiliate of the Issuer Company within the meaning of the Securities Act, acquires the Exchange Securities in the ordinary course of such Xxxxxx’s 's business and has no arrangements with any person to participate in the distribution of the Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States. The Issuer Company acknowledges that, pursuant to current interpretations by the Commission’s '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 Initial Securities, acquired for its own account as a result of market making activities or other trading activities, for Exchange Securities (an “Exchanging Dealer”"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 Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) an Initial Purchaser that elects to sell Securities (as defined below) acquired in exchange for Initial Securities constituting any portion of an unsold allotment allotment, is required to deliver a prospectus containing the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale. The Issuer Company shall use its reasonable best efforts to keep the Exchange Offer Registration Statement effective and shall 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 Securities; providedPROVIDED, howeverHOWEVER, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or an Initial Purchaser, 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 Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Issuer 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 Securities for a period of not less than 180 days after the consummation of the Registered Exchange Offer (or such shorter period during which such persons are required by applicable law to deliver such prospectus)Offer. If, upon consummation of the Registered Exchange Offer, any Initial Purchaser holds Initial Securities acquired by it as part of its initial distribution, the IssuerCompany, simultaneously with the delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and deliver to such Initial Purchaser upon the written request of such Initial Purchaser, in exchange (the “Private Exchange”"PRIVATE EXCHANGE") for the Initial Securities held by such Initial Purchaser, a like principal amount of debt securities of the Issuer Company issued under the Indenture and identical in all material respects (including the existence of restrictions on transfer under the Securities Act and the securities laws of the several states of the United States, but excluding provisions relating to the matters described in Section 6 hereof) to the Initial Securities (the “Private Exchange Securities”"PRIVATE EXCHANGE SECURITIES"). The Initial Securities, the Exchange Securities and the Private Exchange Securities are herein collectively called the “Securities”"SECURITIES". In connection with the Registered Exchange Offer, the Issuer Company shall:

Registered Exchange Offer. Unless The Company shall, at its own cost, prepare and, not permitted by applicable lawlater than 90 days after (or if the 90th day is not a business day, the Issuer shall prepare and use its commercially reasonable efforts to first business day thereafter) the date it receives a written registration demand from Tontine or the holders of a majority of the Initial Securities (the “Demand Date”), file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Exchange Offer Registration Statement”) on an appropriate form under the Securities Act of 1933, as amended (the “Securities Act”), with respect to a proposed offer (the “Registered Exchange 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 Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Initial Securities, a like aggregate principal amount of debt securities (the “Exchange Securities”) of the Issuer Company issued under the Indenture, substantially Indenture and identical in all material respects to the Initial Securities (except for the transfer restrictions relating to the Initial Securities and the provisions relating to the matters described in Section 6 hereof) and that would be registered under the Securities Act (the “Exchange Securities”)Act. The Issuer Company shall use its commercially reasonable best efforts (i) to cause such Exchange Offer Registration Statement to become effective under the Securities Act on within 210 days (or prior to 365 days if the 210th day is not a business day, the first business day thereafter) after the date of original issue Demand Date of the Initial Securities (the “Issue Date”) (such 365th day referred to in clause (i) being the “Exchange Offer Effectiveness Target Date”) and (ii) to shall keep the Exchange Offer Registration Statement effective for not less than 20 business 30 days (or longer, if required by applicable law) after the date notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “Exchange Offer Registration Period”). If the Issuer commences Company effects the Registered Exchange Offer, the Issuer (i) Company will be entitled to consummate close the Registered Exchange Offer 20 business 30 days after such the commencement (thereof provided that the Issuer Company has accepted all the Initial Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer) and (ii) will be required to consummate the Registered Exchange Offer no later than 40 days after the date on which the Exchange Offer Registration Statement is declared effective, or such later date required by law. Following the declaration of the effectiveness of the Exchange Offer Registration Statement, the Issuer shall, as Company shall promptly as practicable, commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities (as defined in Section 6 hereof) electing to exchange the Initial Securities for Exchange Securities (assuming that such Holder is not an affiliate of the Issuer Company within the meaning of the Securities Act, acquires the Exchange Securities in the ordinary course of such XxxxxxHolder’s business and has no arrangements with any person to participate in the distribution of the Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States. The Issuer 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 Initial Securities, acquired for its own account as a result of market making activities or other trading activities, for Exchange Securities (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 Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) an Initial Purchaser that elects Tontine when electing to sell Exchange Securities (as defined below) acquired in exchange for Initial Securities constituting any portion of an unsold allotment allotment, is required to deliver a prospectus containing the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale. The Issuer Company shall use its best efforts to keep the Exchange Offer Registration Statement effective and shall 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 Securities; provided, however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or an Initial PurchaserTontine, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers and the Initial Purchasers Tontine have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Issuer 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 Securities for a period of not less than 180 90 days after the consummation of the Registered Exchange Offer (or such shorter period during which such persons are required by applicable law to deliver such prospectus)Offer. If, upon consummation of the Registered Exchange Offer, any Initial Purchaser Tontine holds Initial Securities acquired by it as part of its initial distributionSecurities, the IssuerCompany, simultaneously with the delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and deliver to such Initial Purchaser Tontine upon the written request of such Initial PurchaserTontine, in exchange (the “Private Exchange”) for the Initial Securities held by such Initial PurchaserTontine, a like principal amount of debt securities of the Issuer Company issued under the Indenture and identical in all material respects (including the existence of restrictions on transfer under the Securities Act and the securities laws of the several states of the United States, but excluding provisions relating to the matters described in Section 6 hereof) to the Initial Securities (the “Private Exchange Securities”). The Initial Securities, the Exchange Securities and the Private Exchange Securities are herein collectively called the “Securities”. In connection with the Registered Exchange Offer, the Issuer Company shall:

Registered Exchange Offer. Unless The Company shall, at its own cost, prepare and, not permitted by applicable lawlater than 60 days after (or if the 60th day is not a business day, the Issuer shall prepare and use its commercially reasonable efforts to first business day thereafter) the date of original issue of the Initial Securities (the "Issue Date"), file with the Securities and Exchange Commission (the “"Commission”") a registration statement (the “"Exchange Offer Registration Statement”") on an appropriate form under the Securities Act of 1933, as amended (the “"Securities Act”"), with respect to a proposed offer (the “"Registered Exchange 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 Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Initial Securities, a like aggregate principal amount of debt securities (the "Exchange Securities") of the Issuer Company issued under the Indenture, substantially Indenture and identical in all material respects to the Initial Securities (except for the transfer restrictions relating to the Initial Securities and the provisions relating to the matters described in Section 6 hereof) and that would be registered under the Securities Act (the “Exchange Securities”)Act. The Issuer Company shall use its commercially reasonable best efforts (i) to cause such Exchange Offer Registration Statement to become effective under the Securities Act on within 135 days (or prior to 365 days if the 135th day is not a business day, the first business day thereafter) after the date of original issue Issue Date of the Initial Securities (the “Issue Date”) (such 365th day referred to in clause (i) being the “Exchange Offer Effectiveness Target Date”) and (ii) to shall keep the Exchange Offer Registration Statement effective for not less than 20 30 business days (or longer, if required by applicable law) after the date notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “Exchange Offer Registration Period”)Holders. If the Issuer commences Company effects the Registered Exchange Offer, the Issuer (i) Company will be entitled to consummate close the Registered Exchange Offer 20 30 business days after such the commencement (thereof provided that the Issuer Company has accepted all the Initial Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer) and (ii) will be required to consummate the Registered Exchange Offer no later than 40 days after the date on which the Exchange Offer Registration Statement is declared effective, or such later date required by law. Following the declaration of the effectiveness of the Exchange Offer Registration Statement, the Issuer shall, as Company shall promptly as practicable, (but in no event later than 30 business days thereafter) commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities (as defined in Section 6 hereof) electing to exchange the Initial Securities for Exchange Securities (assuming that such Holder is not an affiliate of the Issuer Company within the meaning of the Securities Act, acquires the Exchange Securities in the ordinary course of such Xxxxxx’s Holder's business and has no arrangements with any person to participate in the distribution of the Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States. The Issuer Company acknowledges that, pursuant to current interpretations by the Commission’s 's staff of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom, (i) each Holder which that is a broker-dealer electing to exchange Initial Securities, acquired for its own account as a result of market making activities or other trading activities, for Exchange Securities (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, " section and (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 Registered Exchange Offer and (ii) an Initial Purchaser that elects to sell Exchange Securities (as defined below) acquired in exchange for Initial 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. The Issuer Company shall use its reasonable best efforts to keep the Exchange Offer Registration Statement effective and shall 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 Securities; provided, however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or an the Initial Purchaser, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers and the Initial Purchasers Purchaser have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Issuer 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 Securities for a period of not less than 180 90 days after the consummation of the Registered Exchange Offer (or such shorter period during which such persons are required by applicable law to deliver such prospectus)Offer. If, upon consummation of the Registered Exchange Offer, any the Initial Purchaser holds Initial Securities acquired by it as part of its initial distribution, the IssuerCompany, simultaneously with the delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and deliver to such the Initial Purchaser upon the written request of such the Initial Purchaser, in exchange (the “"Private Exchange”") for the Initial Securities held by such the Initial Purchaser, a like principal amount of debt securities of the Issuer Company issued under the Indenture and identical in all material respects (including the existence of restrictions on transfer under the Securities Act and the securities laws of the several states of the United States, but excluding provisions relating to the matters described in Section 6 hereof) to the Initial Securities (the “"Private Exchange Securities”"). The Initial Securities, the Exchange Securities and the Private Exchange Securities are herein collectively called the “"Securities”". In connection with the Registered Exchange Offer, the Issuer Company shall:

Registered Exchange Offer. Unless the Registered Exchange Offer (as defined herein) shall not be permitted by applicable federal law, the Issuer Company shall prepare and (i) use its commercially reasonable best efforts to prepare and, not later than 90 days following the date of original issuance of the Securities (the "Issue Date"), file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “"Exchange Offer Registration Statement”") on an appropriate form under the Securities Act of 1933, as amended (the “Securities Act”), with respect to a proposed offer (the “Registered Exchange Offer”) to the Holders of Transfer Restricted the Securities and the Guarantees (as defined in Section 6 hereof), who are not prohibited by any law or policy of the Commission from participating in the "Registered Exchange Offer, ") to issue and deliver to such Holders, in exchange for the Initial SecuritiesSecurities and the Guarantees, a like aggregate principal amount of debt securities of the Issuer issued under Company and guarantees thereof by the Indenture, substantially Guarantors (the "Exchange Securities") that are identical in all material respects to the Initial Securities (Securities, except for the transfer restrictions relating to the Initial Securities and the provisions relating to the matters described in Section 6 hereofSecurities, (ii) and registered under the Securities Act (the “Exchange Securities”). The Issuer shall use its commercially reasonable efforts (i) to cause such the Exchange Offer Registration Statement to become effective under the Securities Act on or prior to 365 no later than 150 days after the date of original issue of Issue Date and the Initial Securities (the “Issue Date”) (such 365th day referred to in clause (i) being the “Registered Exchange Offer Effectiveness Target Date”) to be consummated no later than 180 days after the Issue Date and (iiiii) to keep the Exchange Offer Registration Statement effective for not less than 20 business days (or longer, if required by applicable law) after the date on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “"Exchange Offer Registration Period”"). If The Exchange Securities will be issued under the Issuer commences Indenture or an indenture (the Registered "Exchange OfferSecurities Indenture") between the Company, the Issuer (i) will be entitled Guarantors and the Trustee or such other bank or trust company that is reasonably satisfactory to consummate the Registered Exchange Offer 20 business days after such commencement (provided that the Issuer has accepted all the Initial Purchasers, as trustee (the "Exchange Securities theretofore validly tendered Trustee"), such indenture to be identical in accordance with all material respects to the terms of Indenture, except for the Registered Exchange Offer) and transfer restrictions relating to the Securities (ii) will be required to consummate the Registered Exchange Offer no later than 40 days as described above). As soon as practicable after the date on which the Exchange Offer Registration Statement is declared effective, or such later date required by law. Following the declaration of the effectiveness of the Exchange Offer Registration Statement, the Issuer shall, as Company shall promptly as practicable, commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities (as defined in Section 6 hereof) electing to exchange the Initial Securities for Exchange Securities (assuming that such Holder (a) is not an affiliate of the Issuer within Company or an Exchanging Dealer (as defined herein) not complying with the meaning requirements of the next sentence, (b) is not an Initial Purchaser holding Securities Actthat have, or that are reasonably likely to have, the status of an unsold allotment in an initial distribution, (c) acquires the Exchange Securities in the ordinary course of such Xxxxxx’s Holder's business and (d) has no arrangements or understandings with any person to participate in the distribution of the Exchange Securities Securities) and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States. The Issuer acknowledges Company, the Guarantors, the Initial Purchasers and each Exchanging Dealer acknowledge that, pursuant to current interpretations by the Commission’s 's staff of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom, (i) each Holder which that is a broker-dealer electing to exchange Initial Securities, acquired for its own account as a result of market market-making activities or other trading activities, for Exchange Securities (an “"Exchanging Dealer”"), is required to deliver a prospectus containing substantially the information set forth in (a) Annex A hereto on the cover, (b) in Annex B hereto in the “"Exchange Offer Procedures” " section and the “"Purpose of the Exchange Offer” section, " section and (c) in 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 Registered Exchange Offer and (ii) an Initial Purchaser that elects to sell Securities (as defined below) acquired in exchange for Initial 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. The Issuer shall keep the Exchange Offer Registration Statement effective and shall 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 Securities; provided, however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or an Initial Purchaser, 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 Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Issuer 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 Securities for a period of not less than 180 days after the consummation of the Registered Exchange Offer (or such shorter period during which such persons are required by applicable law to deliver such prospectus). If, upon consummation of the Registered Exchange Offer, any Initial Purchaser holds Initial Securities acquired by it as part of its initial distribution, the Issuer, simultaneously with the delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and deliver to such Initial Purchaser upon the written request of 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 Issuer issued under the Indenture and identical in all material respects (including the existence of restrictions on transfer under the Securities Act and the securities laws of the several states of the United States, but excluding provisions relating to the matters described in Section 6 hereof) to the Initial Securities (the “Private Exchange Securities”). The Initial Securities, the Exchange Securities and the Private Exchange Securities are herein collectively called the “Securities”. In connection with the Registered Exchange Offer, the Issuer Company shall:

Registered Exchange Offer. Unless not permitted by applicable lawThe Company shall, the Issuer shall at its own cost, prepare and use its commercially reasonable efforts to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Exchange Offer Registration Statement”) on an appropriate form under the Securities Act of 1933, as amended (the “Securities Act”), with respect to a proposed offer (the “Registered Exchange Offer”) to the Holders of Transfer Restricted Securities (as defined in Section 6 6(d) hereof), who are not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Initial Securities, a like aggregate principal amount of debt securities (the “Exchange Securities”) of the Issuer Company issued under the Indenture, substantially Indenture and identical in all material respects to the Initial Securities (except for the transfer restrictions relating to the Initial Securities and the provisions relating to the matters described in Section 6 hereof6(d) hereof and except that the Exchange Securities will not be entitled to Additional Interest (as defined below)) that would be registered under the Securities Act (the “Exchange Securities”)Act. The Issuer Company shall use its commercially reasonable best efforts (i) to cause such Exchange Offer Registration Statement to become be declared effective under the Securities Act on or prior to 365 days after and shall keep the date of original issue of the Initial Securities (the “Issue Date”) (such 365th day referred to in clause (i) being the “Registered Exchange Offer Effectiveness Target Date”) and (ii) to keep the Exchange Offer Registration Statement effective open for not less than 20 business days (or longer, if required by applicable law) after the date notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “Exchange Offer Registration Period”)Holders. If the Issuer Company commences the Registered Exchange Offer, the Issuer Company shall (i) will be entitled to consummate close the Registered Exchange Offer 20 business 30 days after such the commencement (thereof provided that the Issuer Company has accepted all the Initial Securities theretofore validly tendered tendered, and not withdrawn, in accordance with the terms of the Registered Exchange Offer) , and (ii) will be required use its commercially reasonable efforts to consummate complete the Registered Exchange Offer no not later than 40 sixty (60) days after the date on which the Exchange Offer Registration Statement is has been declared effective, or such later date required by law. Following effective under the declaration of the effectiveness of the Exchange Offer Registration Statement, the Issuer shall, as promptly as practicable, commence the Registered Exchange Offer, Securities Act; it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities (as defined in Section 6 hereof) electing to exchange the Initial Securities for Exchange Securities (assuming that such Holder is not an affiliate of the Issuer Company within the meaning of the Securities Act, acquires the Exchange Securities in the ordinary course of such XxxxxxHolder’s business and has no arrangements or understanding with any person to participate in the distribution of the Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States; provided, however, that the Exchanging Dealers (as defined below) will be required to deliver a prospectus in connection with resales of Exchange Securities. The Issuer 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 Initial Securities, acquired for its own account as a result of market making activities or other trading activities, for Exchange Securities (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 Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) an Initial Purchaser that elects to sell Exchange Securities (as defined below) acquired in exchange for Initial 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. The Issuer Company shall use its reasonable best efforts to keep the Exchange Offer Registration Statement effective and shall 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 Securities; provided, however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or an Initial Purchaser, 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 Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Issuer Company shall make such prospectus and any amendment or supplement thereto thereto, available to any broker-dealer for use in connection with any resale of any Exchange Securities for a period of not less than 180 days after the consummation effective date of the Registered Exchange Offer (or such shorter period during which such persons are required by applicable law to deliver such prospectus)Registration Statement. If, upon consummation of the Registered Exchange Offer, any Initial Purchaser holds Initial Securities acquired by it as part of its initial distribution, the IssuerCompany, simultaneously with the delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and deliver to such Initial Purchaser upon the written request of 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 Issuer Company issued under the Indenture and identical in all material respects (including the existence of restrictions on transfer under the Securities Act and the securities laws of the several states of the United States, but excluding provisions relating to the matters described in Section 6 hereof) to the Initial Securities (the “Private Exchange Securities”). The Initial Securities, the Exchange Securities and the Private Exchange Securities are herein collectively called the “Securities”. .” In connection with the Registered Exchange Offer, the Issuer Company shall:

Registered Exchange Offer. Unless not permitted by applicable lawThe Company shall, the Issuer shall at its own cost, prepare and use its commercially reasonable efforts to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Exchange Offer Registration Statement”) on an appropriate form under the Securities Act of 1933, as amended (the “Securities Act”), with respect to a proposed offer (the “Registered Exchange 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 Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Initial Securities, a like aggregate principal amount of debt securities (the “Exchange Securities”) of the Issuer Company issued under the Indenture, substantially Indenture and identical in all material respects to the Initial Securities (except for the transfer restrictions relating to the Initial Securities and the provisions relating to the matters described in Section 6 hereof) and that would be registered under the Securities Act (the “Exchange Securities”)Act. The Issuer Company shall use its commercially reasonable best efforts (i) to cause such Exchange Offer Registration Statement to become effective under the Securities Act on or prior to 365 days after the date of original issue of the Initial Securities (the “Issue Date”) (such 365th day referred to in clause and shall (i) being the “Exchange Offer Effectiveness Target Date”) and (ii) to keep the Exchange Offer Registration Statement effective for not less than 20 business days (or longer, if required by applicable law) after the date notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “Exchange Offer Registration Period”). If the Issuer commences the Registered Exchange Offer, the Issuer ) and (iii) will be entitled to consummate the Registered Exchange Offer 20 business not later than 365 days after such commencement the date of original issue of the Initial Securities (provided the “Issue Date”) (or if the 365th day is not a business day, the first business day thereafter), provided, with respect to clause (ii), that the Issuer Company has accepted all the Initial Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer) and (ii) will be required to consummate the Registered Exchange Offer no later than 40 days after the date on which the Exchange Offer Registration Statement is declared effective, or such later date required by law. Following the declaration of the effectiveness of the Exchange Offer Registration Statement, the Issuer shall, as Company shall promptly as practicable, commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities (as defined in Section 6 hereof) electing to exchange the Initial Securities for Exchange Securities (assuming that such Holder is not an affiliate of the Issuer Company within the meaning of the Securities Act, acquires the Exchange Securities in the ordinary course of such XxxxxxHolder’s business and has no arrangements with any person to participate in the distribution of the Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States. The Issuer 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 Initial Securities, acquired for its own account as a result of market making activities or other trading activities, for Exchange Securities (an a “Exchanging Participating Broker-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 Securities received by such Exchanging Participating Broker-Dealer pursuant to the Registered Exchange Offer and (ii) an Initial Purchaser that elects to sell Exchange Securities (as defined below) acquired in exchange for Initial 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. The Issuer Company shall use its reasonable best efforts to keep the Exchange Offer Registration Statement effective and shall 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 Securities; provided, however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging a Participating Broker-Dealer or an Initial Purchaser, such period shall be the lesser of 180 days and the date on which all Exchanging Participating Broker-Dealers and the Initial Purchasers have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Issuer Company shall make upon request such prospectus and any amendment or supplement thereto thereto, available to any broker-dealer for use in connection with any resale of any Exchange Securities for a period of not less than 180 90 days after the consummation of the Registered Exchange Offer (or such shorter period during which such persons are required by applicable law to deliver such prospectus)Offer. If, upon consummation of the Registered Exchange Offer, any Initial Purchaser holds Initial Securities acquired by it as part of its initial distribution, the IssuerCompany, simultaneously with the delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and deliver to such Initial Purchaser upon the written request of 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 Issuer Company issued under the Indenture and identical in all material respects (including the existence of restrictions on transfer under the Securities Act and the securities laws of the several states of the United States, but excluding provisions relating to the matters described in Section 6 hereof) to the Initial Securities (the “Private Exchange Securities”). The Initial Securities, the Exchange Securities and the Private Exchange Securities are herein collectively called the “Securities”. .” In connection with the Registered Exchange Offer, the Issuer Company shall:

Registered Exchange Offer. Unless To the extent not permitted prohibited by any applicable lawlaw or interpretation of the staff of the Securities and Exchange Commission (the “Commission”), the Issuer Company shall prepare prepare, and use its commercially reasonable efforts to file with the Securities and Exchange Commission (the “Commission”) , a registration statement (the “Exchange Offer Registration Statement”) on an appropriate form under the Securities Act of 1933, as amended (the “Securities Act”), with respect to a proposed offer (the “Registered Exchange 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 Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Initial Securities, a like aggregate principal amount of debt securities (the “Exchange Securities”) of the Issuer Company issued under the Indenture, substantially Indenture and identical in all material respects to the Initial Securities (except for the transfer restrictions relating to the Initial Securities and the provisions relating to the matters described in Section 6 hereof) and that would be registered under the Securities Act (the “Exchange Securities”)Act. The Issuer Company shall (i) use its commercially reasonable efforts (i) to cause such Exchange Offer Registration Statement to become be declared effective under the Securities Act on or prior to 365 days (or if the 365th day is not a business day, the first business day thereafter) after the date of original issue of the Initial Securities (the “Issue Date”) (such 365th day referred to in clause (i) being the “Exchange Offer Effectiveness Target Date”) and ), (ii) to keep as soon as practicable after the effectiveness of the Exchange Offer Registration Statement effective Statement, offer the Exchange Securities of each series in exchange for the Initial Securities of the relevant series and (iii) keep the Registered Exchange Offer open for not less than 20 business days (or longer, if required by applicable law) after the date notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “Exchange Offer Registration Period”). If the Issuer commences Company effects the Registered Exchange Offer, the Issuer (i) Company will be entitled to consummate close the Registered Exchange Offer 20 business days after such the commencement (thereof provided that the Issuer Company has accepted all the Initial Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer) and (ii) will be required to consummate the Registered Exchange Offer no later than 40 days after the date on which the Exchange Offer Registration Statement is declared effective, or such later date required by law. Following the declaration of the effectiveness of the Exchange Offer Registration Statement, the Issuer shall, Company shall as promptly soon as practicable, practicable commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities (as defined in Section 6 hereof) electing to exchange the Initial Securities for Exchange Securities (assuming that at the time of the commencement of the Registered Exchange Offer such Holder is not an affiliate of the Issuer Company within the meaning of the Securities Act, acquires the Exchange Securities in the ordinary course of such XxxxxxHolder’s business and has no arrangements with any person to participate in the distribution of the Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States. The Issuer 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 Initial Securities, acquired for its own account as a result of market making activities or other trading activities, for Exchange Securities (an “Exchanging Dealer”), is required to deliver a prospectus containing the information set forth in (a) Annex A B hereto on the cover, (b) Annex B C hereto in the “Exchange Offer Procedures” section and the “Purpose of the Exchange Offer” section, section and (c) Annex C D 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 Registered Exchange Offer 2 and (ii) if an Initial Purchaser that is permitted and elects to sell Exchange Securities (as defined below) acquired in exchange for Initial Securities constituting any portion of an unsold allotment allotment, it is required to deliver a prospectus containing the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale. The Issuer Company shall use its commercially reasonable efforts to keep the Exchange Offer Registration Statement effective and shall 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 Securities; provided, however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or an Initial Purchaser, such period shall be the lesser of 180 days and the date on (or such shorter period during which all Exchanging Participating Broker Dealers and the Initial Purchasers have sold all Exchange Securities held are required by them law to deliver such prospectus) (unless such period is extended pursuant to Section 3(j) below) and (ii) the Issuer Company shall make such prospectus and any amendment or supplement thereto thereto, available to any broker-dealer for use in connection with any resale of any Exchange Securities for a period of not less than 180 90 days after the consummation of the Registered Exchange Offer (or such shorter period during which such persons are required by applicable law to deliver such prospectus)Offer. If, upon consummation of the Registered Exchange Offer, any Initial Purchaser holds Initial Securities acquired by it as part of its initial distribution, the IssuerCompany, simultaneously with the delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and deliver to such Initial Purchaser upon the written request of 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 Issuer Company issued under the Indenture and identical in all material respects (including the existence of restrictions on transfer under the Securities Act and the securities laws of the several states of the United States, but excluding provisions relating to the matters described in Section 6 hereof) to the Initial Securities (the “Private Exchange Securities”). The Initial Securities, the Exchange Securities and the Private Exchange Securities are herein collectively called the “Securities”. In connection with the Registered Exchange Offer, the Issuer Company shall:

Registered Exchange Offer. Unless The Company and the Note Guarantors shall (a) prepare and, not permitted by applicable lawlater than 105 days following the date of original issuance of the Additional Securities (the “Issue Date”), the Issuer shall prepare and use its commercially reasonable efforts to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Exchange Offer Registration Statement”) on an appropriate form under the Securities Act of 1933, as amended (the “Securities Act”), ) with respect to a proposed offer to the Holders of the Additional Securities (the “Registered Exchange 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 Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Initial Additional Securities, a like aggregate principal amount of debt securities of the Issuer issued under Company (the Indenture, substantially “Exchange Securities”) that are identical in all material respects to the Initial Securities (Additional Securities, except for the transfer restrictions relating to the Initial Securities and the provisions relating to the matters described in Section 6 hereofAdditional Securities, (b) and registered under the Securities Act (the “Exchange Securities”). The Issuer shall use its commercially their reasonable best efforts (i) to cause such the Exchange Offer Registration Statement to become effective under the Securities Act on or prior to 365 no later than 165 days after the date of original issue of Issue Date and the Initial Securities (the “Issue Date”) (such 365th day referred to in clause (i) being the “Registered Exchange Offer Effectiveness Target Date”) to be consummated no later than 195 days after the Issue Date and (iic) to keep the Exchange Offer Registration Statement effective for not less than 20 business days (or longer, if required by applicable law) after the date on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “Exchange Offer Registration Period”). If The Exchange Securities will be issued under the Issuer commences Indenture or an indenture (the Registered “Exchange OfferSecurities Indenture”) among the Company, the Issuer (i) will be entitled to consummate Note Guarantors and the Registered Exchange Offer 20 business days after such commencement (provided that the Issuer has accepted all the Initial Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer) and (ii) will be required to consummate the Registered Exchange Offer no later than 40 days after the date on which the Exchange Offer Registration Statement is declared effective, Trustee or such later date required by lawother bank or trust company that is reasonably satisfactory to the Company, as trustee (the “Exchange Securities Trustee”), such indenture to be identical in all material respects to the Indenture, except for the transfer restrictions relating to the Additional Securities (as described above). Following the declaration of Upon the effectiveness of the Exchange Offer Registration Statement, the Issuer shall, as Company shall promptly as practicable, commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities (as defined in Section 6 hereof) electing to exchange the Initial Additional Securities for Exchange Securities (assuming that such Holder (a) is not an affiliate of the Issuer within Company or an Exchanging Dealer (as defined herein) not complying with the meaning requirements of the Securities Actnext sentence, (b) acquires the Exchange Securities in the ordinary course of business of such Xxxxxx’s business Holder and (c) has no arrangements or understandings with any person to participate in the distribution of the Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange OfferSecurities) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States. The Issuer acknowledges Company, the Note Guarantors and each Exchanging Dealer acknowledge 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 that is a broker-dealer electing to exchange Initial Securities, Additional Securities acquired for its own account as a result of market market-making activities or other trading activities, for Exchange Securities (an “Exchanging Dealer”), is required to deliver a prospectus containing substantially the information set forth in (a) Annex A hereto on the cover, (b) in Annex B hereto in the “Exchange Offer Procedures” section and the “Purpose of the Exchange Offer” section, section and (c) in 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 Registered Exchange Offer and (ii) an Initial Purchaser that elects to sell Securities (as defined below) acquired in exchange for Initial 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. The Issuer shall keep the Exchange Offer Registration Statement effective and shall 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 Securities; provided, however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or an Initial Purchaser, 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 Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Issuer 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 Securities for a period of not less than 180 days after the consummation of the Registered Exchange Offer (or such shorter period during which such persons are required by applicable law to deliver such prospectus)Offer. If, upon prior to the consummation of the Registered Exchange Offer, any Initial Purchaser Holder holds Initial any Additional Securities acquired by it as part that have, or that are reasonably likely to be determined to have, the status of its an unsold allotment in an initial distribution, or any Holder is not entitled to participate in the IssuerRegistered Exchange Offer, the Company shall, upon the request of any such Holder, simultaneously with the delivery of the Exchange Securities pursuant to in the Registered Exchange Offer, shall issue and deliver to any such Initial Purchaser upon the written request of such Initial PurchaserHolder, in exchange for the Additional Securities held by such Holder (the “Private Exchange”) for the Initial Securities held by such Initial Purchaser), a like aggregate principal amount of debt securities of the Issuer issued under the Indenture and identical in all material respects (including the existence of restrictions on transfer under the Securities Act and the securities laws of the several states of the United States, but excluding provisions relating to the matters described in Section 6 hereof) to the Initial Securities Company (the “Private Exchange Securities”)) that are identical in all material respects to the Exchange Securities, except for the transfer restrictions relating to such Private Exchange Securities. The Initial Private Exchange Securities will be issued under the same indenture as the Exchange Securities, and the Exchange Securities and Company shall use its reasonable best efforts to cause the Private Exchange Securities are herein collectively called to bear the “same CUSIP number as the Exchange Securities”. In connection with the Registered Exchange Offer, the Issuer Company shall:

Registered Exchange Offer. Unless not permitted by applicable law, the Issuer Company shall prepare and use its commercially reasonable efforts and, not later than 90 days (such 90th day being a “Filing Deadline”) after the date on which the Initial Purchasers purchase the Initial Securities pursuant to the Purchase Agreement (the “Closing Date”), file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Exchange Offer Registration Statement”) on an appropriate form under the Securities Act of 1933, as amended (the “Securities Act”), with respect to a proposed offer (the “Registered Exchange 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 Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Initial Securities, a like aggregate principal amount of debt securities of the Issuer Company issued under the Indenture, substantially identical in all material respects to the Initial Securities (except for the transfer restrictions relating to the Initial Securities and the provisions relating to the matters described in Section 6 hereof) and registered under the Securities Act (the “Exchange Securities”). The Issuer Company shall use its commercially reasonable best efforts to (i) to cause such Exchange Offer Registration Statement to become effective under the Securities Act on or prior to 365 within 180 days after the date of original issue of the Initial Securities (the “Issue Date”) Closing Date (such 365th 180th day referred to in clause (i) being the an “Exchange Offer Effectiveness Target DateDeadline”) and (ii) to keep the Exchange Offer Registration Statement effective for not less than 20 business 30 days (or longer, if required by applicable law) after the date notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “Exchange Offer Registration Period”). If the Issuer Company commences the Registered Exchange Offer, the Issuer (i) will be entitled to consummate the Registered Exchange Offer 20 business days after such commencement (provided that the Issuer has accepted all the Initial Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer) and (ii) Company will be required to consummate the Registered Exchange Offer no later than 40 210 days after the date on which Closing Date (such 210th day being the Exchange Offer Registration Statement is declared effective, or such later date required by law“Consummation Deadline”). Following the declaration of the effectiveness of the Exchange Offer Registration Statement, the Issuer Company shall, as promptly soon as practicable, commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities (as defined in Section 6 hereof) electing to exchange the Initial Securities for Exchange Securities (assuming that such Holder is not an affiliate of the Issuer Company within the meaning of the Securities Act, acquires the Exchange Securities in the ordinary course of such XxxxxxHxxxxx’s business and has no arrangements with any person to participate in the distribution of the Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States. The Issuer 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 Initial Securities, acquired for its own account as a result of market making activities or other trading activities, for Exchange Securities (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 Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) an Initial Purchaser that elects to sell Securities (as defined below) acquired in exchange for Initial Securities constituting any portion of an unsold allotment allotment, is required to deliver a prospectus containing the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale. The Issuer Company shall use its best efforts to keep the Exchange Offer Registration Statement effective and shall 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 a period of time as commencing on the day the Registered Exchange Offer is consummated and continuing for 90 days (or such persons must comply with shorter period during which Exchanging Dealers and other persons, if any, are required by law to deliver such requirements in order to resell the Exchange Securitiesprospectus); provided, however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or an Initial Purchaser, such period shall may be the lesser of 180 days and the date on which all Exchanging Dealers and the Initial Purchasers have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Issuer 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 Securities for a period of not less than 180 days after the consummation of the Registered Exchange Offer (or such shorter period during which such persons are required by applicable law to deliver such prospectus). If, upon consummation of the Registered Exchange Offer, any Initial Purchaser holds Initial Securities acquired by it as part of its initial distribution, the IssuerCompany, simultaneously with the delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and deliver to such Initial Purchaser upon the written request of 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 Issuer Company issued under the Indenture and identical in all material respects (including the existence of restrictions on transfer under the Securities Act and the securities laws of the several states of the United States, but excluding provisions relating to the matters described in Section 6 hereof) to the Initial Securities (the “Private Exchange Securities”). The Initial Securities, the Exchange Securities and the Private Exchange Securities are herein collectively called the “Securities”. In connection with the Registered Exchange Offer, the Issuer Company shall:

Registered Exchange Offer. Unless not permitted by applicable law, law (after the Issuer shall prepare and use its commercially reasonable efforts to file Company has complied with the ultimate paragraph of this Section 1) or the policy of the Securities and Exchange Commission (the “Commission”), the Company shall prepare and, not later than 60 days (such 60th day being a “Filing Deadline”) after the date on which the Initial Purchasers purchase the Initial Securities pursuant to the Purchase Agreement (the “Closing Date”), file with the Commission a registration statement (the “Exchange Offer Registration Statement”) on an appropriate form under the Securities Act of 1933, as amended (the “Securities Act”), with respect to a proposed offer (the “Registered Exchange 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 Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Initial Securities, a like aggregate principal amount of debt securities of the Issuer Company issued under the IndentureMortgage, substantially identical in all material respects to the Initial Securities (except for the transfer restrictions relating to the Initial Securities and the provisions relating to the matters described in Section 6 hereof) and registered under the Securities Act (the “Exchange Securities”). The Issuer Company shall use its commercially reasonable best efforts to (i) to cause such Exchange Offer Registration Statement to become effective under the Securities Act on or prior to 365 within 200 days after the date of original issue of the Initial Securities (the “Issue Date”) Closing Date (such 365th 200th day referred to in clause (i) being the an “Exchange Offer Effectiveness Target DateDeadline”) and (ii) to keep the Exchange Offer Registration Statement effective for not less than 20 business 30 days (or longer, if required by applicable law) after the date notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “Exchange Offer Registration Period”). If the Issuer Company commences the Registered Exchange Offer, the Issuer Company (i) will be entitled to consummate the Registered Exchange Offer 20 business 30 days after such commencement (provided that the Issuer Company has accepted all the Initial Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer) and (ii) will be required to consummate the Registered Exchange Offer no later than 40 days after the date on which the Exchange Offer Registration Statement is declared effective, or effective (such later date required by law40th day being the “Consummation Deadline”). Following the declaration of the effectiveness of the Exchange Offer Registration Statement, the Issuer shall, as Company shall promptly as practicable, commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities (as defined in Section 6 hereof) electing to exchange the Initial Securities for Exchange Securities (assuming that such Holder is not an affiliate of the Issuer Company within the meaning of the Securities Act, acquires the Exchange Securities in the ordinary course of such XxxxxxHolder’s business and has no arrangements with any person to participate in the distribution of the Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States. The Issuer 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 Initial Securities, acquired for its own account as a result of market making activities or other trading activities, for Exchange Securities (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 Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) an the Initial Purchaser Purchasers that elects elect to sell Securities (as defined below) acquired in exchange for Initial Securities constituting any portion of an unsold allotment is allotment, are required to deliver a prospectus containing the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale. The Issuer Company shall use its reasonable best efforts to keep the Exchange Offer Registration Statement effective and shall 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 Securities; provided, however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or an either of the Initial PurchaserPurchasers, 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 Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Issuer 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 Securities for a period of not less than 180 days after the consummation of the Registered Exchange Offer (or such shorter period during which such persons are required by applicable law to deliver such prospectus)Offer. If, upon consummation of the Registered Exchange Offer, any either of the Initial Purchaser Purchasers holds Initial Securities acquired by it as part of its initial distribution, the IssuerCompany, simultaneously with the delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and deliver to such Initial Purchaser upon the written request of 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 Issuer Company issued under the Indenture Mortgage and identical in all material respects (including the existence of restrictions on transfer under the Securities Act and the securities laws of the several states of the United States, but excluding provisions relating to the matters described in Section 6 hereof) to the Initial Securities (the “Private Exchange Securities”). The Initial Securities, the Exchange Securities and the Private Exchange Securities are herein collectively called the “Securities”. .” In connection with the Registered Exchange Offer, the Issuer Company shall:

Registered Exchange Offer. Unless not permitted by applicable lawThe PBF Parties shall, the Issuer shall at their own cost, prepare and use its commercially reasonable efforts to file with the Securities and Exchange Commission (the “Commission”) a registration statement (along with any document or information incorporated by reference therein, the “Exchange Offer Registration Statement”) on an appropriate form under the Securities Act of 1933, as amended (the “Securities Act”), with respect to a proposed offer (the “Registered Exchange 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 Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Initial Securities, a like aggregate principal amount of debt securities (the “Exchange Securities”) of the Issuer Issuers issued under the Indenture, substantially having the benefit of the Guaranty of Collection and identical in all material respects to the Initial Securities (except for the transfer restrictions relating to the Initial Securities and the provisions relating to the matters described in Section 6 hereof) and that would be registered under the Securities Act (the “Exchange Securities”)Act. The Issuer PBF Parties shall use its commercially reasonable efforts to (ia) to cause such Exchange Offer Registration Statement to become effective under the Securities Act on or prior to 365 days after the date of original issue of the Initial Securities Act, (the “Issue Date”b) (such 365th day referred to in clause (i) being the “Exchange Offer Effectiveness Target Date”) and (ii) to keep the Exchange Offer Registration Statement effective for not less than 20 business days (or longer, if required by applicable law) after the date notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “Exchange Offer Registration Period”) and (c) consummate the Registered Exchange Offer not later than 365 days after (or if the 365th day is not a business day, the first business day thereafter) the date of original issuance of the Initial Securities (the “Issue Date”). If the Issuer commences PBF Parties effect the Registered Exchange Offer, the Issuer (i) PBF Parties will be entitled to consummate close the Registered Exchange Offer 20 business days after such the commencement (thereof provided that the Issuer has PBF Parties have accepted all the Initial Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer) and (ii) will be required to consummate the Registered Exchange Offer no later than 40 days after the date on which the Exchange Offer Registration Statement is declared effective, or such later date required by law. Following As soon as reasonably practicable following the declaration of the effectiveness of the Exchange Offer Registration Statement, the Issuer shall, as promptly as practicable, PBF Parties shall commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities (as defined in Section 6 hereof) electing to exchange the Initial Securities for Exchange Securities (assuming that such Holder is not an affiliate of the either Issuer within the meaning of the Securities Act, acquires the Exchange Securities in the ordinary course of such XxxxxxHolder’s business and has no arrangements with any person to participate in the distribution of the Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States; provided, however, that Participating Broker-Dealers (as defined below) receiving Exchange Securities in the Registered Exchange Offer will have a prospectus delivery requirement with respect to the resale of such Exchange Securities. The Issuer Each of the PBF Parties 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 Initial Securities, acquired for its own account as a result of market making activities or other trading activities, for Exchange Securities (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 Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) an Initial Purchaser that elects to sell Exchange Securities (as defined below) acquired in exchange for Initial 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. The Issuer PBF Parties shall use commercially reasonable efforts to keep the Exchange Offer Registration Statement effective and shall 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 Securities; provided, however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or an Initial Purchaser, such period shall be the lesser of 180 days following the consummation of the Registered Exchange Offer and the date on which all Exchanging Dealers and the Initial Purchasers have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) upon request the Issuer PBF Parties 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 Securities for a period of not less than 180 90 days after the consummation of the Registered Exchange Offer (or such shorter period during in which such persons are required by applicable law to deliver such prospectus). If, upon consummation of the Registered Exchange Offer, any Initial Purchaser holds Initial Securities acquired by it as part of its initial distribution, the IssuerPBF Parties, simultaneously with the delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and deliver to such Initial Purchaser upon the written request of 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 Issuer Issuers issued under the Indenture Indenture, having the benefit of the Guaranty of Collection and identical in all material respects (including the existence of restrictions on transfer under the Securities Act and the securities laws of the several states of the United States, but excluding provisions relating to the matters described in Section 6 hereof) to the Initial Securities (the “Private Exchange Securities”). The Initial Securities, the Exchange Securities and the Private Exchange Securities are herein collectively called the “Securities”. In connection with the Registered Exchange Offer, the Issuer PBF Parties shall:

Registered Exchange Offer. Unless (a) The Company shall, at its own cost, prepare and, not permitted by applicable lawlater than 270 days after (or if the 270th day is not a business day, the Issuer shall prepare and use its commercially reasonable efforts to first business day thereafter) the date of original issue of the Initial Securities (the “Issue Date”), file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Exchange Offer Registration Statement”) on an appropriate form under the Securities Act of 1933, as amended (the “Securities Act”), with respect to a proposed offer (the “Registered Exchange 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 Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Initial Securities, a like aggregate principal amount of debt securities (the “Exchange Securities”) of the Issuer Company issued under the Indenture, substantially Indenture and identical in all material respects to the Initial Securities (except for the transfer restrictions relating to the Initial Securities and the provisions relating to the matters described in Section 6 hereof) and that would be registered under the Securities Act (the “Exchange Securities”)Act. The Issuer Company shall use its commercially reasonable best efforts (i) to cause such Exchange Offer Registration Statement to become effective under the Securities Act on or prior to within 365 days (or if the 365th day is not a business day, the first business day thereafter) after the date of original issue Issue Date of the Initial Securities (the “Issue Date”) (such 365th day referred to in clause (i) being the “Exchange Offer Effectiveness Target Date”) and (ii) to shall keep the Exchange Offer Registration Statement effective for not less than 20 business 30 days (or longer, if required by applicable law) after the date notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “Exchange Offer Registration Period”). If the Issuer commences the Registered Exchange Offer, the Issuer (i) will be entitled to consummate the Registered Exchange Offer 20 business days after such commencement (provided that the Issuer has accepted all the Initial Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer) and (ii) will be required to consummate the Registered Exchange Offer no later than 40 days after the date on which the Exchange Offer Registration Statement is declared effective, or such later date required by law. Following the declaration of the effectiveness of the Exchange Offer Registration Statement, the Issuer shall, as promptly as practicable, commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities (as defined in Section 6 hereof) electing to exchange the Initial Securities for Exchange Securities (assuming that such Holder is not an affiliate of the Issuer within the meaning of the Securities Act, acquires the Exchange Securities in the ordinary course of such Xxxxxx’s business and has no arrangements with any person to participate in the distribution of the Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States. The Issuer 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 Initial Securities, acquired for its own account as a result of market making activities or other trading activities, for Exchange Securities (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 Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) an Initial Purchaser that elects to sell Securities (as defined below) acquired in exchange for Initial 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. The Issuer shall keep the Exchange Offer Registration Statement effective and shall 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 Securities; provided, however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or an Initial Purchaser, 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 Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Issuer 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 Securities for a period of not less than 180 days after the consummation of the Registered Exchange Offer (or such shorter period during which such persons are required by applicable law to deliver such prospectus). If, upon consummation of the Registered Exchange Offer, any Initial Purchaser holds Initial Securities acquired by it as part of its initial distribution, the Issuer, simultaneously with the delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and deliver to such Initial Purchaser upon the written request of 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 Issuer issued under the Indenture and identical in all material respects (including the existence of restrictions on transfer under the Securities Act and the securities laws of the several states of the United States, but excluding provisions relating to the matters described in Section 6 hereof) to the Initial Securities (the “Private Exchange Securities”). The Initial Securities, the Exchange Securities and the Private Exchange Securities are herein collectively called the “Securities”. In connection with the Registered Exchange Offer, the Issuer shall:.

Registered Exchange Offer. Unless not permitted by applicable law, the Issuer Company shall prepare and use its commercially reasonable efforts and, not later than 90 days (such 90th day being a “Filing Deadline”) after the date on which the Initial Purchasers purchase the Initial Securities pursuant to the Purchase Agreement (the “Closing Date”), file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Exchange Offer Registration Statement”) on an appropriate form under the Securities Act of 1933, as amended (the “Securities Act”), with respect to a proposed offer (the “Registered Exchange 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 Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Initial Securities, a like aggregate principal amount of debt securities of the Issuer Company issued under the Indenture, substantially identical in all material respects to the Initial Securities (except for the transfer restrictions relating to the Initial Securities and the provisions relating to the matters described in Section 6 hereof) and registered under the Securities Act (the “Exchange Securities”). The Issuer Company shall use its commercially reasonable best efforts to (i) to cause such Exchange Offer Registration Statement to become effective under the Securities Act on or prior to 365 as soon as practicable and in any event within 180 days after the date of original issue of the Initial Securities (the “Issue Date”) Closing Date (such 365th 180th day referred to in clause (i) being the an “Exchange Offer Effectiveness Target DateDeadline”) and (ii) to keep the Exchange Offer Registration Statement effective for not less than 20 business days (or longer, if required by applicable law) after the date notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “Exchange Offer Registration Period”). If the Issuer Company commences the Registered Exchange Offer, the Issuer Company (i) will be entitled to consummate the Registered Exchange Offer 20 business days after such commencement (provided that the Issuer Company has accepted all the Initial Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer) and (ii) will be required to consummate the Registered Exchange Offer no later than 40 30 business days after the date on which the Exchange Offer Registration Statement is declared effective, or effective (such later date required by law30th business day being the “Consummation Deadline”). Following the declaration of the effectiveness of the Exchange Offer Registration Statement, the Issuer shall, as Company shall promptly as practicable, commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities (as defined in Section 6 hereof) electing to exchange the Initial Securities for Exchange Securities (assuming that such Holder is not an affiliate of the Issuer Company within the meaning of the Securities Act, acquires the Exchange Securities in the ordinary course of such XxxxxxHolder’s business and has no arrangements with any person to participate in the distribution of the Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States. The Issuer acknowledges Company, the Initial Purchasers and each Exchanging Dealer (as defined herein) acknowledge 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 that is a broker-dealer electing to exchange Initial Securities, acquired for its own account as a result of market making activities or other trading activities, for Exchange Securities (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 Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) an if the Initial Purchaser that elects to sell Securities (as defined below) acquired in exchange for Initial Securities constituting any portion of an unsold allotment allotment, it is required to deliver a prospectus containing the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale. The Issuer Company shall use its best efforts to keep the Exchange Offer Registration Statement effective and shall 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 Securities; provided, however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or an the Initial Purchaser, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers and the Initial Purchasers Purchaser have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Issuer 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 Securities for a period of not less than 180 days after the consummation of the Registered Exchange Offer (or such shorter period during which such persons are required by applicable law to deliver such prospectus)Offer. If, upon consummation of the Registered Exchange Offer, any the Initial Purchaser holds Purchasers hold Initial Securities acquired by it them as part of its their initial distribution, the IssuerCompany, simultaneously with the delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and deliver to such the Initial Purchaser Purchasers upon the written request of such the Initial PurchaserPurchasers, in exchange (the “Private Exchange”) for the Initial Securities held by such the Initial PurchaserPurchasers, a like principal amount of debt securities of the Issuer Company issued under the Indenture and identical in all material respects (including the existence of restrictions on transfer under the Securities Act and the securities laws of the several states of the United States, but excluding provisions relating to the matters described in Section 6 hereof) to the Initial Securities (the “Private Exchange Securities”). The Initial Securities, the Exchange Securities and the Private Exchange Securities are herein collectively called the “Securities”. In connection with the Registered Exchange Offer, the Issuer Company shall:

Registered Exchange Offer. Unless not permitted by applicable law, the Issuer shall prepare and use its commercially reasonable efforts to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Exchange Offer Registration Statement”) on an appropriate form under the Securities Act of 1933, as amended (the “Securities Act”), with respect to a proposed offer (the “Registered Exchange 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 Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Initial Securities, a like aggregate principal amount of debt securities of the Issuer issued under the Indenture, substantially identical in all material respects to the Initial Securities (except for the transfer restrictions relating to the Initial Securities and the provisions relating to the matters described in Section 6 hereof) and registered under the Securities Act (the “Exchange Securities”). The Issuer shall use its commercially reasonable efforts (i) to cause such Exchange Offer Registration Statement to become effective under the Securities Act on or prior to 365 no later than 150 days after the date of original issue of Issue Date and the Initial Securities (the “Issue Date”) (such 365th day referred to in clause (i) being the “Registered Exchange Offer Effectiveness Target Date”) to be consummated no later than 180 days after the Issue Date and (iiiii) to keep the Exchange Offer Registration Statement effective for not less than 20 business 30 days (or longer, if required by applicable law) after the date on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “"Exchange Offer Registration Period”"). If the Issuer commences the Registered The Exchange Offer, the Issuer (i) Securities will be entitled issued under the Indenture or an indenture (the "Exchange Securities Indenture") between the Company and the Trustee or such other bank or trust company that is reasonably satisfactory to consummate the Registered Exchange Offer 20 business days after such commencement (provided that the Issuer has accepted all the Initial Purchaser, as trustee (the "Exchange Securities theretofore validly tendered Trustee"), such indenture to be identical in accordance with all material respects to the terms of Indenture, except for the Registered Exchange Offer) and transfer restrictions relating to the Securities (ii) will be required to consummate the Registered Exchange Offer no later than 40 days after the date on which the Exchange Offer Registration Statement is declared effective, or such later date required by lawas described above). Following the declaration of Upon the effectiveness of the Exchange Offer Registration Statement, the Issuer shall, as Company shall promptly as practicable, commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities (as defined in Section 6 hereof) electing to exchange the Initial Securities for Exchange Securities (assuming that such Holder (a) is not an affiliate of the Issuer within Company or an Exchanging Dealer (as defined herein) not complying with the meaning requirements of the Securities Actnext sentence, (b) acquires the Exchange Securities in the ordinary course of such Xxxxxx’s Holder's business and (c) has no arrangements or understandings with any person to participate in the distribution of the Exchange Securities Securities) and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States. The Issuer acknowledges Company, the Initial Purchaser and each Exchanging Dealer acknowledge that, pursuant to current interpretations by the Commission’s 's staff of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom, (i) each Holder which that is a broker-dealer electing to exchange Initial Securities, acquired for its own account as a result of market market-making activities or other trading activities, for Exchange Securities (an “"Exchanging Dealer”"), is required to deliver a prospectus containing substantially the information set forth in (a) Annex A hereto on the cover, (b) in Annex B hereto in the “"Exchange Offer Procedures” " section and the “"Purpose of the Exchange Offer” section, " section and (c) in 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 Registered Exchange Offer and (ii) an Initial Purchaser that elects to sell Securities (as defined below) acquired in exchange for Initial 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 saleOffer. The Issuer shall keep the Exchange Offer Registration Statement effective and shall 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 Securities; provided, however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or an Initial Purchaser, 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 Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Issuer 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 Securities for a period of not less than 180 days after the consummation of the Registered Exchange Offer (or such shorter period during which such persons are required by applicable law to deliver such prospectus). If, upon consummation of the Registered Exchange Offer, any Initial Purchaser holds Initial Securities acquired by it as part of its initial distribution, the Issuer, simultaneously with the delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and deliver to such Initial Purchaser upon the written request of such Initial Purchaser, in exchange Holder (the “"Private Exchange”) for the Initial Securities held by such Initial Purchaser"), a like aggregate principal amount of debt securities of the Issuer issued under Company (the Indenture and "Private Exchange Securities") that are identical in all material respects (including to the existence of Exchange Securities, except for the transfer restrictions on transfer under the Securities Act and the securities laws of the several states of the United States, but excluding provisions relating to the matters described in Section 6 hereof) to the Initial Securities (the “such Private Exchange Securities”). The Initial Private Exchange Securities will be issued under the same indenture as the Exchange Securities, and the Exchange Securities and Company shall use its reasonable best efforts to cause the Private Exchange Securities are herein collectively called to bear the “same CUSIP number as the Exchange Securities”. In connection with the Registered Exchange Offer, the Issuer Company shall:

Registered Exchange Offer. Unless The Company shall, at its own cost, prepare and, not permitted by applicable lawlater than 60 days after (or if the 60th day is not a business day, the Issuer shall prepare and use its commercially reasonable efforts to first business day thereafter) the date of original issue of the Initial Securities (the "Issue Date"), file with the Securities and Exchange Commission (the “"Commission”") a registration statement (the “"Exchange Offer Registration Statement”") on an appropriate form under the Securities Act of 1933, as amended (the “"Securities Act”"), with respect to a proposed offer (the “"Registered Exchange 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 Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Initial Securities, a like aggregate principal amount of debt securities 7-3/8 % Senior Subordinated Notes due 2014 (the "Exchange Securities") of the Issuer Company issued under the Indenture, substantially Indenture that would be registered under the Securities Act and identical in all material respects to the Initial Securities (except for the transfer restrictions relating to the Initial Securities and the provisions relating to the matters described in Section 6 hereof) and registered under the Securities Act (the “Exchange Securities”). The Issuer Company shall use its commercially reasonable best efforts (i) to cause such Exchange Offer Registration Statement to become effective under the Securities Act on within 150 days (or prior to 365 days if the 150th day is not a business day, the first business day thereafter) after the date of original issue Issue Date of the Initial Securities (the “Issue Date”) (such 365th day referred to in clause (i) being the “Exchange Offer Effectiveness Target Date”) and (ii) to shall keep the Exchange Offer Registration Statement effective for not less than 20 business 30 days (or longer, if required by applicable law) after the date notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “"Exchange Offer Registration Period”"). If the Issuer commences Company effects the Registered Exchange Offer, the Issuer (i) Company will be entitled to consummate close the Registered Exchange Offer 20 business 30 days after such the commencement (thereof provided that the Issuer Company has accepted all the Initial Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer) and (ii) will be required to consummate the Registered Exchange Offer no later than 40 days after the date on which the Exchange Offer Registration Statement is declared effective, or such later date required by law. Following the declaration of the effectiveness of the Exchange Offer Registration Statement, the Issuer shall, as Company shall promptly as practicable, commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities (as defined in Section 6 hereof) electing to exchange the Initial Securities for Exchange Securities (assuming that such Holder is not an affiliate of the Issuer Company within the meaning of the Securities Act, acquires the Exchange Securities in the ordinary course of such Xxxxxx’s Holder's business and has no arrangements or understandings with any person to participate in the distribution of the Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States. The Issuer Company acknowledges that, pursuant to current interpretations by the Commission’s '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 Initial Securities, Securities (as defined below) acquired for its own account as a result of market making activities or other trading activities, for Exchange Securities (an “"Exchanging Dealer”"), is required to deliver a prospectus containing the information set forth in (a) Annex A hereto on in the coverforeportion thereof, (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 Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) an Initial Purchaser that elects to sell Exchange Securities (as defined below) acquired in exchange for Initial 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. The Issuer Company shall use its best efforts to keep the Exchange Offer Registration Statement effective and shall 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 Securities; provided, however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or an Initial Purchaser, 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 Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Issuer Company shall make such prospectus and any amendment or supplement thereto thereto, available to any broker-broker dealer for use in connection with any resale of any Exchange Securities for a period of not less than 180 90 days after the consummation of the Registered Exchange Offer (or such shorter period during which such persons are required by applicable law to deliver such prospectus)Offer. If, upon consummation of the Registered Exchange Offer, any Initial Purchaser holds Initial Securities acquired by it as part of its initial distribution, the IssuerCompany, simultaneously with the delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and deliver to such Initial Purchaser upon the written request of 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 Issuer Company issued under the Indenture and identical in all material respects (including the existence of restrictions on transfer under the Securities Act and the securities laws of the several states of the United States, but excluding provisions relating to the matters described in Section 6 hereof) to the Initial Securities (the “"Private Exchange Securities”"). The Initial Securities, the Exchange Securities and the Private Exchange Securities are herein collectively called the “"Securities”". In connection with the Registered Exchange Offer, the Issuer Company shall:

Registered Exchange Offer. Unless not permitted by applicable lawlaw (after the Company has complied with the ultimate paragraph of this Section 1), the Issuer Company shall prepare and use its commercially reasonable efforts to and, not later than 90 days (such 90th day being a "Filing Deadline") after the date on which the Notes are issued (the "Issue Date"), file with the Securities and Exchange Commission (the “"Commission”") a registration statement (the “"Exchange Offer Registration Statement”") on an appropriate form under the Securities Act of 1933, as amended (the “"Securities Act”"), with respect to a proposed offer (the “"Registered Exchange 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 Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Initial Securities, a like aggregate principal amount of debt securities of the Issuer Company issued under the Indenture, substantially identical in all material respects to the Initial Securities (except for the transfer restrictions relating to the Initial Securities and the provisions relating to the matters described in Section 6 hereof) and registered under the Securities Act (the “"Exchange Securities”"). The Issuer Company shall use its commercially reasonable best efforts to (i) to cause such Exchange Offer Registration Statement to become effective under the Securities Act on or prior to 365 within 180 days after the date of original issue of the Initial Securities (the “Issue Date”) Date (such 365th 180th day referred to in clause (i) being the “Exchange Offer an "Effectiveness Target Date”Deadline") and (ii) to keep the Exchange Offer Registration Statement effective for not less than 20 business days (or longer, if required by applicable law) after the date notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “"Exchange Offer Registration Period”"). If the Issuer Company commences the Registered Exchange Offer, the Issuer Company (i) will be entitled to consummate the Registered Exchange Offer 20 business days after such commencement (provided that the Issuer Company has accepted all the Initial Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer) and (ii) will be required to consummate the Registered Exchange Offer no later than 40 days after the date on which the Exchange Offer Registration Statement is declared effective, or effective (such later date required by law40th day being the "Consummation Deadline"). Following the declaration of the effectiveness of the Exchange Offer Registration Statement, the Issuer shall, as Company shall promptly as practicable, commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities (as defined in Section 6 hereof) electing to exchange the Initial Securities for Exchange Securities (assuming that such Holder is not an affiliate of the Issuer Company within the meaning of the Securities Act, acquires the Exchange Securities in the ordinary course of such Xxxxxx’s 's business and has no arrangements with any person to participate in the distribution of the Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States. The Issuer Company acknowledges that, pursuant to current interpretations by the Commission’s '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 Initial Securities, acquired for its own account as a result of market making activities or other trading activities, for Exchange Securities (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 Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) an Initial Purchaser that elects to sell Securities (as defined below) acquired in exchange for Initial Securities constituting any portion of an unsold allotment allot- ment, is required to deliver a prospectus containing the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale. The Issuer Company shall use its reasonable best efforts to keep the Exchange Offer Registration Statement effective and shall 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 Securities; provided, however, that -------- ------- (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or an the Initial Purchaser, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers and the Initial Purchasers Purchaser have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Issuer 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 Securities for a period of not less than 180 days after the consummation of the Registered Exchange Offer. Notwithstanding the foregoing, the Company shall not be obligated to keep the Exchange Offer Registration Statement continuously effective to the extent set forth above if the Company determines, in its reasonable judgment, upon advice of counsel, that the continued effectiveness and usability of the Exchange Offer Registration Statement would (i) require the disclosure of material information, which the Company or any of its subsidiaries has a bona fide business reason for preserving as confidential or (ii) interfere with any existing or prospective financing, acquisition, corporate reorganization or other material business situation, transaction or negotiation involving the Company or any of its subsidiaries; provided, however, that the -------- ------- failure to keep the Exchange Offer Registration Statement effective and usable for such shorter reason shall last no longer than 20 days (whereafter Additional Interest (as defined in Section 6(a)) shall accrue and be payable until the Exchange Offer Registration Statement becomes effective and usable) and shall in no event occur during the first 30 days after the Exchange Offer Registration Statement becomes effective. In the event that the Company does not keep the Exchange Offer Registration Statement continuously effective as provided in the immediately preceding sentence, the number of days during which the Exchange Offer Registration Statement is not continuously effective, which shall include the date the Company gives notice that the Exchange Offer Registration Statement is no longer effective, shall be added on to, and therefore extend, the period during which such persons are required by applicable law the Company is obligated to deliver such prospectus)use its reasonable best efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the prospectus contained therein. If, upon consummation of the Registered Exchange Offer, any the Initial Purchaser holds Initial Securities acquired by it as part of its initial distribution, the IssuerCompany, simultaneously with the delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and deliver to such the Initial Purchaser upon the written request of such the Initial Purchaser, in exchange (the “"Private Exchange”") for the Initial Securities held by such the Initial Purchaser, a like principal amount of debt securities of the Issuer Company issued under the Indenture and identical in all material respects (including the existence of restrictions on transfer under the Securities Act and the securities laws of the several states of the United States, but excluding provisions relating to the matters described in Section 6 hereof) to the Initial Securities (the “"Private Exchange Securities”"). The Initial Securities, the Exchange Securities and the Private Exchange Securities are herein collectively called the “"Securities”". In connection with the Registered Exchange Offer, the Issuer Company shall:

Registered Exchange Offer. Unless not permitted by applicable lawlaw (after the Company has complied with the ultimate paragraph of this Section 1), the Issuer Company shall prepare and use its commercially reasonable efforts and, not later than 90 days (such 90th day being a "FILING DEADLINE") after the date on which the Initial Purchasers purchase the Initial Securities pursuant to the Purchase Agreement (the "CLOSING DATE"), file with the Securities and Exchange Commission (the “Commission”"COMMISSION") a registration statement (the “Exchange Offer Registration Statement”"EXCHANGE OFFER REGISTRATION STATEMENT") on an appropriate form under the Securities Act of 1933, as amended (the “Securities Act”"SECURITIES ACT"), with respect to a proposed offer (the “Registered Exchange Offer”"REGISTERED EXCHANGE 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 Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Initial Securities, a like aggregate principal amount of debt securities of the Issuer Company issued under the Indenture, substantially identical in all material respects to the Initial Securities (except for the transfer restrictions relating to the Initial Securities and the provisions relating to the matters described in Section 6 hereof) and registered under the Securities Act (the “Exchange Securities”"EXCHANGE SECURITIES"). The Issuer Company shall use its commercially reasonable best efforts to (i) to cause such Exchange Offer Registration Statement to become effective under the Securities Act on or prior to 365 within 210 days after the date of original issue of the Initial Securities (the “Issue Date”) Closing Date (such 365th 210th day referred to in clause (i) being the “Exchange Offer Effectiveness Target Date”an "EFFECTIVENESS DEADLINE") and (ii) to keep the Exchange Offer Registration Statement effective for not less than 20 business 30 days (or longer, if required by applicable law) after the date notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “Exchange Offer Registration Period”"EXCHANGE OFFER REGISTRATION PERIOD"). If the Issuer Company commences the Registered Exchange Offer, the Issuer Company (i) will be entitled to consummate the Registered Exchange Offer 20 business 30 days after such commencement (provided that the Issuer Company has accepted all the Initial Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer) and (ii) will be required to consummate the Registered Exchange Offer no later than 40 50 days after the date on which the Exchange Offer Registration Statement is declared effective, or effective (such later date required by law50th day being the "CONSUMMATION DEADLINE"). Following the declaration of the effectiveness of the Exchange Offer Registration Statement, the Issuer shall, as Company shall promptly as practicable, commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities (as defined in Section 6 hereof) electing to exchange the Initial Securities for Exchange Securities (assuming that such Holder is not an affiliate of the Issuer Company within the meaning of the Securities Act, acquires the Exchange Securities in the ordinary course of such Xxxxxx’s Holder's business and has no arrangements with any person to participate in the distribution of the Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States. The Issuer Company acknowledges that, pursuant to current interpretations by the Commission’s '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 Initial Securities, acquired for its own account as a result of market making activities or other trading activities, for Exchange Securities (an “Exchanging Dealer”"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 Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) an Initial Purchaser that elects to sell Securities (as defined below) acquired in exchange for Initial Securities constituting any portion of an unsold allotment allotment, is required to deliver a prospectus containing the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale. The Issuer Company shall use its reasonable best efforts to keep the Exchange Offer Registration Statement effective and shall 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 Securities; providedPROVIDED, howeverHOWEVER, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or an Initial Purchaser, 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 Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Issuer 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 Securities for a period of not less than 180 days after the consummation of the Registered Exchange Offer (or such shorter period during which such persons are required by applicable law to deliver such prospectus)Offer. If, upon consummation of the Registered Exchange Offer, any Initial Purchaser holds Initial Securities acquired by it as part of its initial distribution, the IssuerCompany, simultaneously with the delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and deliver to such Initial Purchaser upon the written request of such Initial Purchaser, in exchange (the “Private Exchange”"PRIVATE EXCHANGE") for the Initial Securities held by such Initial Purchaser, a like principal amount of debt securities of the Issuer Company issued under the Indenture and identical in all material respects (including the existence of restrictions on transfer under the Securities Act and the securities laws of the several states of the United States, but excluding provisions relating to the matters described in Section 6 hereof) to the Initial Securities (the “Private Exchange Securities”"PRIVATE EXCHANGE SECURITIES"). The Initial Securities, the Exchange Securities and the Private Exchange Securities are herein collectively called the “Securities”"SECURITIES". In connection with the Registered Exchange Offer, the Issuer Company shall:

Registered Exchange Offer. Unless not permitted by applicable law, law (after the Issuer shall prepare and use its commercially reasonable efforts to file Company has complied with the ultimate paragraph of this Section 1) or the policy of the Securities and Exchange Commission (the “"Commission”"), the Company shall prepare and, not later than 60 days (such 60th day being a "Filing Deadline") after the date on which the Initial Purchasers purchase the Initial Securities pursuant to the Purchase Agreement (the "Closing Date"), file with the Commission a registration statement (the “"Exchange Offer Registration Statement”") on an appropriate form under the Securities Act of 1933, as amended (the “"Securities Act”"), with respect to a proposed offer (the “"Registered Exchange 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 Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Initial Securities, a like aggregate principal amount of debt securities of the Issuer Company issued under the IndentureMortgage, substantially identical in all material respects to the Initial Securities (except for the transfer restrictions relating to the Initial Securities and the provisions relating to the matters described in Section 6 hereof) and registered under the Securities Act (the “"Exchange Securities”"). The Issuer Company shall use its commercially reasonable best efforts to (i) to cause such Exchange Offer Registration Statement to become effective under the Securities Act on or prior to 365 within 200 days after the date of original issue of the Initial Securities (the “Issue Date”) Closing Date (such 365th 200th day referred to in clause (i) being the “Exchange Offer an "Effectiveness Target Date”Deadline") and (ii) to keep the Exchange Offer Registration Statement effective for not less than 20 business 30 days (or longer, if required by applicable law) after the date notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “"Exchange Offer Registration Period”"). If the Issuer Company commences the Registered Exchange Offer, the Issuer Company (i) will be entitled to consummate the Registered Exchange Offer 20 business 30 days after such commencement (provided that the Issuer Company has accepted all the Initial Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer) and (ii) will be required to consummate the Registered Exchange Offer no later than 40 days after the date on which the Exchange Offer Registration Statement is declared effective, or effective (such later date required by law40th day being the "Consummation Deadline"). Following the declaration of the effectiveness of the Exchange Offer Registration Statement, the Issuer shall, as Company shall promptly as practicable, commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities (as defined in Section 6 hereof) electing to exchange the Initial Securities for Exchange Securities (assuming that such Holder is not an affiliate of the Issuer Company within the meaning of the Securities Act, acquires the Exchange Securities in the ordinary course of such Xxxxxx’s Holder's business and has no arrangements with any person to participate in the distribution of the Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States. The Issuer Company acknowledges that, pursuant to current interpretations by the Commission’s '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 Initial Securities, acquired for its own account as a result of market making activities or other trading activities, for Exchange Securities (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 Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) an the Initial Purchaser Purchasers that elects elect to sell Securities (as defined below) acquired in exchange for Initial Securities constituting any portion of an unsold allotment is allotment, are required to deliver a prospectus containing the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale. The Issuer Company shall use its reasonable best efforts to keep the Exchange Offer Registration Statement effective and shall 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 Securities; provided, however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or an either of the Initial PurchaserPurchasers, 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 Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Issuer 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 Securities for a period of not less than 180 days after the consummation of the Registered Exchange Offer (or such shorter period during which such persons are required by applicable law to deliver such prospectus)Offer. If, upon consummation of the Registered Exchange Offer, any either of the Initial Purchaser Purchasers holds Initial Securities acquired by it as part of its initial distribution, the IssuerCompany, simultaneously with the delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and deliver to such Initial Purchaser upon the written request of 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 Issuer Company issued under the Indenture Mortgage and identical in all material respects (including the existence of restrictions on transfer under the Securities Act and the securities laws of the several states of the United States, but excluding provisions relating to the matters described in Section 6 hereof) to the Initial Securities (the “"Private Exchange Securities”"). The Initial Securities, the Exchange Securities and the Private Exchange Securities are herein collectively called the “"Securities”. ." In connection with the Registered Exchange Offer, the Issuer Company shall:

Registered Exchange Offer. Unless The Company shall, at its own cost, prepare and, not permitted by applicable lawlater than 180 days after (or if the 180th day is not a business day, the Issuer shall prepare and use its commercially reasonable efforts to first business day thereafter) the date of original issue of the Initial Securities (the “Issue Date”), file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Exchange Offer Registration Statement”) on an appropriate form under the Securities Act of 1933, as amended (the “Securities Act”), with respect to a proposed offer (the “Registered Exchange 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 Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Initial Securities, a like aggregate principal amount of debt securities (the “Exchange Securities”) of the Issuer Company issued under the Indenture, substantially Indenture and identical in all material respects to the Initial Securities (except for the transfer restrictions relating to the Initial Securities and the provisions relating to the matters described in Section 6 hereof) and that would be registered under the Securities Act (the “Exchange Securities”)Act. The Issuer Company shall use its commercially reasonable efforts (i) to cause such Exchange Offer Registration Statement to become effective under the Securities Act on not later than 270 days (or prior to 365 days if the 270th day is not a business day, the first business day thereafter) after the date of original issue Issue Date of the Initial Securities (and shall keep the “Issue Date”) (such 365th day referred to in clause (i) being the “Registered Exchange Offer Effectiveness Target Date”) and (ii) to keep the Exchange Offer Registration Statement effective open for not less than 20 business days (or longer, if required by applicable law) after the date notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “Exchange Offer Registration Period”). If the Issuer Company commences the Registered Exchange Offer, the Issuer (i) Company will be entitled to consummate close the Registered Exchange Offer 20 business 30 days after such the commencement (thereof provided that the Issuer Company has accepted all the Initial Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer) and (ii) will be required to consummate the Registered Exchange Offer no later than 40 days after the date on which the Exchange Offer Registration Statement is declared effective, or such later date required by law. Following the declaration of the effectiveness of the Exchange Offer Registration Statement, the Issuer shall, as Company shall promptly as practicable, commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities (as defined in Section 6 hereof) electing to exchange the Initial Securities for Exchange Securities (assuming that such Holder is not an affiliate of the Issuer Company within the meaning of the Securities Act, acquires the Exchange Securities in the ordinary course of such XxxxxxHolder’s business and has no arrangements with any person to participate in the distribution of the Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States. The Issuer 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 that is a broker-dealer electing to exchange Initial Securities, acquired for its own account as a result of market making activities or other trading activities, for Exchange Securities (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 Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) an Initial Purchaser that elects to sell Exchange Securities (as defined below) acquired in exchange for Initial 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. The Issuer Company shall use its commercially reasonable efforts to keep the Exchange Offer Registration Statement effective and shall 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 Securities; provided, however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or an Initial Purchaser, 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 Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Issuer Company shall make such prospectus and any amendment or supplement thereto thereto, available to any broker-dealer for use in connection with any resale of any Exchange Securities for a period of not less than 180 90 days after the consummation of the Registered Exchange Offer (or such shorter period during which such persons are required by applicable law to deliver such prospectus)Offer. If, upon consummation of the Registered Exchange Offer, any Initial Purchaser holds Initial Securities acquired by it as part of its initial distribution, the IssuerCompany, simultaneously with the delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and deliver to such Initial Purchaser upon the written request of 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 Issuer Company issued under the Indenture and identical in all material respects (including the existence of restrictions on transfer under the Securities Act and the securities laws of the several states of the United States, but excluding provisions relating to the matters described in Section 6 hereof) to the Initial Securities (the “Private Exchange Securities”). The Initial Securities, the Exchange Securities and the Private Exchange Securities are herein collectively called the “Securities”. In connection with the Registered Exchange Offer, the Issuer Company shall:

Registered Exchange Offer. Unless The Company shall, at its own cost, prepare and, not permitted by applicable lawlater than 180 days (or if the 180th day is not a business day, the Issuer shall prepare and use its commercially reasonable efforts to first business day thereafter) after the date of original issue of the Initial Securities (the “Issue Date”), file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Exchange Offer Registration Statement”) on an appropriate form under the Securities Act of 1933, as amended (the “Securities Act”), with respect to a proposed offer (the “Registered Exchange Offer”) to the Holders of Transfer Restricted Securities (as defined in Section 6 6(d) hereof), who are not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Initial Securities, a like an equal aggregate principal amount of debt securities (the “Exchange Securities”) of the Issuer issued under the Indenture, substantially Indenture and identical in all material respects to the Initial Securities (except for the transfer restrictions relating to the Initial Securities and the provisions relating to the matters described in Section 6 hereof) and that would be registered under the Securities Act (the “Exchange Securities”)Act. The Issuer Company shall use its commercially reasonable efforts (i) use its reasonable best efforts to cause such Exchange Offer Registration Statement to become effective under the Securities Act on within 270 days (or prior to 365 days if the 270th day is not a business day, the first business day thereafter) after the date of original issue of the Initial Securities (the “Issue Date”) (such 365th day referred to in clause (i) being the “Exchange Offer Effectiveness Target Date”) and , (ii) to consummate such Registered Exchange Offer not later than 310 days (or if the 310th day is not a business day, the first business day thereafter) after the Issue Date and (iii) keep the Exchange Offer Registration Statement effective for not less than 20 business 30 days (or longer, if required by applicable law) after the date notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “Exchange Offer Registration Period”). If the Issuer commences Company effects the Registered Exchange Offer, the Issuer (i) Company will be entitled to consummate close the Registered Exchange Offer 20 business 30 days after such the commencement (thereof provided that the Issuer Company has accepted all the Initial Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer) and (ii) will be required to consummate the Registered Exchange Offer no later than 40 days . As soon as practicable after the date on which the Exchange Offer Registration Statement is declared effective, or such later date required by law. Following the declaration of the effectiveness of the Exchange Offer Registration Statement, the Issuer shall, as promptly as practicable, Company shall commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities (as defined in Section 6 6(d) hereof) electing to exchange the Initial Securities for Exchange Securities (assuming that such Holder is not an affiliate of the Issuer Company within the meaning of the Securities Act, acquires the Exchange Securities in the ordinary course of such XxxxxxHolder’s business and has no arrangements with any person to participate in the distribution of the Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States. The Issuer 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 Initial Securities, acquired for its own account as a result of market making activities or other trading activities, for Exchange Securities (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 Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) an if the Initial Purchaser that elects Purchasers elect to sell Exchange Securities (as defined below) acquired in exchange for Initial Securities constituting any portion of an unsold allotment is allotment, the Initial Purchasers will be required to deliver a prospectus containing the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale. The Issuer Company shall use its reasonable best efforts to keep the Exchange Offer Registration Statement effective and shall 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 Securities; provided, however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or an the Initial PurchaserPurchasers, 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 Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Issuer Company shall make such prospectus and any amendment or supplement thereto thereto, available to any broker-dealer for use in connection with any resale of any Exchange Securities for a period of not less than 180 days after the consummation of the Registered Exchange Offer (or such shorter period during which such persons are required by applicable law to deliver such prospectus)Offer. If, upon consummation of the Registered Exchange Offer, any Initial Purchaser holds Initial Securities acquired by it as part of its initial distribution, the IssuerCompany, simultaneously with the delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and deliver to such Initial Purchaser upon the written request of such Initial Purchaser, in exchange (the “Private Exchange”) for the Initial Securities held by such Initial Purchaser, a like an equal principal amount of debt securities of the Issuer Company issued under the Indenture and identical in all material respects (including the existence of restrictions on transfer under the Securities Act and the securities laws of the several states of the United States, but excluding provisions relating to the matters described in Section 6 hereof) to the Initial Securities (the “Private Exchange Securities”). The Initial Securities, the Exchange Securities and the Private Exchange Securities are herein collectively called the “Securities”. In connection with the Registered Exchange Offer, the Issuer Company shall:

Registered Exchange Offer. Unless The Company shall, at its own cost, prepare and, not permitted by applicable lawlater than 210 days (or if the 210th day is not a business day, the Issuer shall prepare and use its commercially reasonable efforts to first business day thereafter) after the date of original issue of the Initial Securities (the “Issue Date”), file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Exchange Offer Registration Statement”) on an appropriate form under the Securities Act of 1933, as amended (the “Securities Act”), with respect to a proposed offer (the “Registered Exchange Offer”) to the Holders of Transfer Restricted Securities (as defined in Section 6 6(d) hereof), who are not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Initial Securities, a like an equal aggregate principal amount of debt securities (the “Exchange Securities”) of the Issuer issued under the Indenture, substantially Indenture and identical in all material respects to the Initial Securities (except for the transfer restrictions relating to the Initial Securities and the provisions relating to the matters described in Section 6 hereof) and that would be registered under the Securities Act (the “Exchange Securities”)Act. The Issuer Company shall use its commercially reasonable efforts (i) use its reasonable best efforts to cause such Exchange Offer Registration Statement to become effective under the Securities Act on within 300 days (or prior to 365 days if the 300th day is not a business day, the first business day thereafter) after the date of original issue of the Initial Securities (the “Issue Date”) (such 365th day referred to in clause (i) being the “Exchange Offer Effectiveness Target Date”) and , (ii) to consummate such Registered Exchange Offer not later than 340 days (or if the 340th day is not a business day, the first business day thereafter) after the Issue Date and (iii) keep the Exchange Offer Registration Statement effective for not less than 20 business 30 days (or longer, if required by applicable law) after the date notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “Exchange Offer Registration Period”). If the Issuer commences Company effects the Registered Exchange Offer, the Issuer (i) Company will be entitled to consummate close the Registered Exchange Offer 20 business 30 days after such the commencement (thereof provided that the Issuer Company has accepted all the Initial Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer) and (ii) will be required to consummate the Registered Exchange Offer no later than 40 days . As soon as practicable after the date on which the Exchange Offer Registration Statement is declared effective, or such later date required by law. Following the declaration of the effectiveness of the Exchange Offer Registration Statement, the Issuer shall, as promptly as practicable, Company shall commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities (as defined in Section 6 6(d) hereof) electing to exchange the Initial Securities for Exchange Securities (assuming that such Holder is not an affiliate of the Issuer Company within the meaning of the Securities Act, acquires the Exchange Securities in the ordinary course of such XxxxxxHolder’s business and has no arrangements with any person to participate in the distribution of the Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States. The Issuer 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 Initial Securities, acquired for its own account as a result of market making activities or other trading activities, for Exchange Securities (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, section and (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 Registered Exchange Offer and (ii) an if the Initial Purchaser that elects Purchasers elect to sell Exchange Securities (as defined below) acquired in exchange for Initial Securities constituting any portion of an unsold allotment is allotment, the Initial Purchasers will be required to deliver a prospectus containing the information required by Items Item 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale. The Issuer Company shall use its reasonable best efforts to keep the Exchange Offer Registration Statement effective and shall 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 Securities; provided, however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or an the Initial PurchaserPurchasers, 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 Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Issuer Company shall make such prospectus and any amendment or supplement thereto thereto, available to any broker-dealer for use in connection with any resale of any Exchange Securities for a period of not less than 180 days (or such shorter period during which broker-dealers are required by law to deliver such prospectus) after the consummation of the Registered Exchange Offer (or such shorter period during which such persons are required by applicable law to deliver such prospectus)Offer. If, upon consummation of the Registered Exchange Offer, any Initial Purchaser holds Initial Securities acquired by it as part of its initial distribution, the IssuerCompany, simultaneously with the delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and deliver to such Initial Purchaser upon the written request of such Initial Purchaser, in exchange (the “Private Exchange”) for the Initial Securities held by such Initial Purchaser, a like an equal principal amount of debt securities of the Issuer Company issued under the Indenture and identical in all material respects (including the existence of restrictions on transfer under the Securities Act and the securities laws of the several states of the United States, but excluding provisions relating to the matters described in Section 6 hereof) to the Initial Securities (the “Private Exchange Securities”). The Initial Securities, the Exchange Securities and the Private Exchange Securities are herein collectively called the “Securities”. In connection with the Registered Exchange Offer, the Issuer Company shall:

Registered Exchange Offer. Unless The Company and the Note Guarantors shall (a) prepare and, not permitted by applicable lawlater than 105 days following the date of original issuance of the Securities (the "ISSUE DATE"), the Issuer shall prepare and use its commercially reasonable efforts to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Exchange Offer Registration Statement”"EXCHANGE OFFER REGISTRATION STATEMENT") on an appropriate form under the Securities Act of 1933, as amended (the “Securities Act”), with respect to a proposed offer (the “Registered Exchange Offer”) to the Holders of Transfer Restricted the Securities (as defined in Section 6 hereof), who are not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer, "REGISTERED EXCHANGE OFFER") to issue and deliver to such Holders, in exchange for the Initial Securities, a like aggregate principal amount of debt securities of the Issuer issued under Company (the Indenture, substantially "EXCHANGE SECURITIES") that are identical in all material respects to the Initial Securities (Securities, except for the transfer restrictions relating to the Initial Securities and the provisions relating to the matters described in Section 6 hereofSecurities, (b) and registered under the Securities Act (the “Exchange Securities”). The Issuer shall use its commercially their reasonable best efforts (i) to cause such the Exchange Offer Registration Statement to become effective under the Securities Act on or prior to 365 no later than 165 days after the date of original issue of Issue Date and the Initial Securities (the “Issue Date”) (such 365th day referred to in clause (i) being the “Registered Exchange Offer Effectiveness Target Date”) to be consummated no later than 195 days after the Issue Date and (iic) to keep the Exchange Offer Registration Statement effective for not less than 20 business days (or longer, if required by applicable law) after the date on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “Exchange Offer Registration Period”"EXCHANGE OFFER REGISTRATION PERIOD"). If The Exchange Securities will be issued under the Issuer commences Indenture or an indenture (the Registered Exchange Offer"EXCHANGE SECURITIES INDENTURE") among the Company, the Issuer (i) will be entitled Note Guarantors and the Trustee or such other bank or trust company that is reasonably satisfactory to consummate the Registered Exchange Offer 20 business days after such commencement (provided that the Issuer has accepted all the Initial Purchaser, as trustee (the "EXCHANGE SECURITIES TRUSTEE"), such indenture to be identical in all material respects to the Indenture, except for the transfer restrictions relating to the Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer) and (ii) will be required to consummate the Registered Exchange Offer no later than 40 days after the date on which the Exchange Offer Registration Statement is declared effective, or such later date required by lawas described above). Following the declaration of Upon the effectiveness of the Exchange Offer Registration Statement, the Issuer shall, as Company shall promptly as practicable, commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities (as defined in Section 6 hereof) electing to exchange the Initial Securities for Exchange Securities (assuming that such Holder (a) is not an affiliate of the Issuer within Company or an Exchanging Dealer (as defined herein) not complying with the meaning requirements of the Securities Act, acquires the Exchange Securities in the ordinary course of such Xxxxxx’s business and has no arrangements with any person to participate in the distribution of the Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States. The Issuer 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 Initial Securities, acquired for its own account as a result of market making activities or other trading activities, for Exchange Securities (an “Exchanging Dealer”), is required to deliver a prospectus containing the information set forth in (a) Annex A hereto on the covernext sentence, (b) Annex B hereto in is not 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 Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) an Initial Purchaser holding Securities that elects have, or that are reasonably likely to sell Securities (as defined below) acquired in exchange for Initial 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. The Issuer shall keep the Exchange Offer Registration Statement effective and shall 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 Securities; provided, however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or an Initial Purchaser, 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 Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Issuer 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 Securities for a period of not less than 180 days after the consummation of the Registered Exchange Offer (or such shorter period during which such persons are required by applicable law to deliver such prospectus). If, upon consummation of the Registered Exchange Offer, any Initial Purchaser holds Initial Securities acquired by it as part of its initial distributionhave, the Issuer, simultaneously with the delivery status of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and deliver to such Initial Purchaser upon the written request of 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 Issuer issued under the Indenture and identical in all material respects (including the existence of restrictions on transfer under the Securities Act and the securities laws of the several states of the United States, but excluding provisions relating to the matters described in Section 6 hereof) to the Initial Securities (the “Private Exchange Securities”). The Initial Securities, the Exchange Securities and the Private Exchange Securities are herein collectively called the “Securities”. In connection with the Registered Exchange Offer, the Issuer shall:an

Registered Exchange Offer. Unless not permitted by applicable law, The Company and the Issuer Guarantors shall prepare and use its their commercially reasonable efforts to to, at their own cost, prepare and file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Exchange Offer Registration Statement”) on an appropriate form under the Securities Act of 1933, as amended (the “Securities Act”), with respect to a proposed offer (the “Registered Exchange 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 Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Initial Securities, a like aggregate principal amount of debt securities (the “Exchange Securities”, and together with the Initial Securities, the “Securities”) of the Issuer Company issued under the Indenture, substantially Indenture and identical in all material respects to the Initial Securities (except for the transfer restrictions relating to the Initial Securities and the provisions relating to the matters described in Section 6 hereof) and that would be registered under the Securities Act (the “Exchange Securities”)Act. The Issuer Company and the Guarantors shall use its their commercially reasonable efforts (i) to cause such Exchange Offer Registration Statement to become effective under the Securities Act on within 270 days (or prior to 365 days if the 270th day is not a business day, the first business day thereafter) after the date of original issue of the Initial Securities (the “Issue Date”) (such 365th day referred to in clause (i) being the “Exchange Offer Effectiveness Target Date”) and (ii) to shall keep the Exchange Offer Registration Statement effective for not less than 20 business days (or longer, if required by applicable law) after the date notice commencement of the Registered Exchange Offer is mailed to the Holders (such period being called the “Exchange Offer Registration Period”). The Company and the Guarantors will use their commercially reasonable efforts to complete the Registered Exchange Offer not later than 360 days after the Issue Date. If the Issuer commences Company and the Guarantors effect the Registered Exchange Offer, the Issuer (i) Company and the Guarantors will be entitled to consummate close the Registered Exchange Offer 20 business days after such the commencement (thereof provided that the Issuer has Company and the Guarantors have accepted all the Initial Securities theretofore validly tendered and not properly withdrawn in accordance with the terms of the Registered Exchange Offer) and (ii) will be required to consummate the Registered Exchange Offer no later than 40 days after the date on which the Exchange Offer Registration Statement is declared effective, or such later date required by law. Following the declaration of the effectiveness of the Exchange Offer Registration Statement, the Issuer shall, as Company and the Guarantors shall promptly as practicable, commence the Registered Exchange OfferOffer (but in any event not later than 30 days after such effectiveness), it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities (as defined in Section 6 hereof) electing to exchange the Initial Securities for Exchange Securities (assuming that such Holder is not an affiliate of the Issuer Company or any Guarantor within the meaning of the Securities Act, acquires the Exchange Securities in the ordinary course of such XxxxxxHolder’s business and has no arrangements with any person to participate in the distribution of the Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United StatesAct. The Issuer acknowledges Company and the Guarantors acknowledge 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 Initial Securities, acquired for its own account as a result of market making activities or other trading activities, for Exchange Securities (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 Description of the Exchange Offer” or similar section, and (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 Registered Exchange Offer and (ii) an Initial Purchaser that elects to sell Securities (as defined below) acquired in exchange for Initial 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 saleOffer. The Issuer Company and the Guarantors shall use their commercially reasonable efforts to keep the Exchange Offer Registration Statement effective and shall 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 Securities; provided, however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or an Initial Purchasera Dealer Manager, such period shall be the lesser of 180 90 days and the date on which all Exchanging Dealers and the Initial Purchasers Dealer Managers have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j3(f) below) and (ii) the Issuer 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 Securities for a period of not less than 180 days after the consummation of the Registered Exchange Offer (or such shorter period during which such persons are required by applicable law to deliver such prospectus). If, upon consummation of the Registered Exchange Offer, any Initial Purchaser holds Initial Securities acquired by it as part of its initial distribution, the Issuer, simultaneously with the delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and deliver to such Initial Purchaser upon the written request of 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 Issuer issued under the Indenture and identical in all material respects (including the existence of restrictions on transfer under the Securities Act and the securities laws of the several states of the United States, but excluding provisions relating to the matters described in Section 6 hereof) to the Initial Securities (the “Private Exchange Securities”). The Initial Securities, the Exchange Securities and the Private Exchange Securities are herein collectively called the “Securities”. In connection with the Registered Exchange Offer, the Issuer Company and the Guarantors shall:

Registered Exchange Offer. Unless The Issuer shall, at its own cost, prepare and, not permitted by applicable lawlater than 120 days after (or if the 120th day is not a business day, the Issuer shall prepare and use its commercially reasonable efforts to first business day thereafter) the expiration of the Escrow Period, file with the Securities and Exchange Commission (the “"Commission”") a registration statement (the “"Exchange Offer Registration Statement”") on an appropriate form under the Securities Act of 1933, as amended (the “"Securities Act”"), with respect to a proposed offer (the “"Registered Exchange 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 Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Initial Securities, a like aggregate principal amount of debt securities (the "Exchange Securities") of the Issuer issued under the Indenture, substantially Indenture and identical in all material respects to the Initial Securities (except for the transfer restrictions relating to the Initial Securities and the provisions relating to the matters described in Section 6 hereof) and that would be registered under the Securities Act (the “Exchange Securities”)Act. The Issuer shall use its commercially reasonable best efforts (i) to cause such Exchange Offer Registration Statement to become effective under the Securities Act on within 180 days (or prior to 365 days if the 180th day is not a business day, the first business day thereafter) after the date of original issue expiration of the Initial Securities (the “Issue Date”) (such 365th day referred to in clause (i) being the “Exchange Offer Effectiveness Target Date”) Escrow Period and (ii) to shall keep the Exchange Offer Registration Statement effective for not less than 20 business 30 days (or longer, if required by applicable law) after the date notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “"Exchange Offer Registration Period”"). If the Issuer commences effects the Registered Exchange Offer, the Issuer (i) will be entitled to consummate close the Registered Exchange Offer 20 business 30 days after such the commencement (thereof provided that the Issuer has accepted all the Initial Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer) and (ii) will be required to consummate the Registered Exchange Offer no later than 40 days after the date on which the Exchange Offer Registration Statement is declared effective, or such later date required by law. Following the declaration of the effectiveness of the Exchange Offer Registration Statement, the Issuer shall, as shall promptly as practicable, commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities (as defined in Section 6 hereof) electing to exchange the Initial Securities for Exchange Securities (assuming that such Holder is not an affiliate of the Issuer within the meaning of the Securities Act, acquires the Exchange Securities in the ordinary course of such Xxxxxx’s Holder's business and has no arrangements with any person to participate in the distribution of the Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States. The Issuer acknowledges that, pursuant to current interpretations by the Commission’s '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 Initial Securities, acquired for its own account as a result of market making activities or other trading activities, for Exchange Securities (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 Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) an Initial a Purchaser that elects to sell Exchange Securities (as defined below) acquired in exchange for Initial 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. The Issuer shall use its reasonable best efforts to keep the Exchange Offer Registration Statement effective and shall 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 Securities; provided, however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or an Initial a Purchaser, 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 Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Issuer shall make such prospectus and any amendment or supplement thereto thereto, available to any broker-dealer for use in connection with any resale of any Exchange Securities for a period of not less than 180 90 days after the consummation of the Registered Exchange Offer; provided, however, that during such period, the Issuer may suspend the effectiveness of the Exchange Offer (Registration Statement, for an aggregate period of not more than 45 consecutive days in any 90 day period, and not totaling more than 90 days in any one year, if there is a possible acquisition or business combination or other transaction, business development or event involving the Issuer or any of its subsidiaries that may require disclosure in the Exchange Offer Registration Statement and the Issuer determines in the exercise of its reasonable judgment that such shorter period during which disclosure is not in the best interests of the Issuer and its stockholders or obtaining any financial statements relating to an acquisition or business combination required to be included in the Exchange Offer Registration Statement would be impracticable. In the event that the Issuer suspends the effectiveness of the Exchange Offer Registration Statement as contemplated by the proviso to the foregoing sentence, the Issuer shall promptly notify any such persons are Exchanging Dealer, Purchaser or broker-dealer of the suspension of the Exchange Offer Registration Statement's effectiveness, provided that such notice shall not require the Issuer to disclose the possible acquisition or business combination or other transaction, business development or event if the Issuer determines in good faith that such acquisition or business combination or other transaction, business development or event should remain confidential. Upon the abandonment, consummation or termination of the possible acquisition or business combination or other transaction, business development or event or the availability of the required by applicable law financial statements with respect to deliver a possible acquisition or business combination, the suspension of the use of the Exchange Offer Registration Statement shall cease and the Issuer shall promptly comply with Section 3(j) hereof and notify such prospectus)Exchanging Dealer, Purchaser or broker-dealer that the use of the prospectus contained in the Exchange Offer Registration Statement, as amended or supplemented, as applicable, may resume. If, upon consummation of the Registered Exchange Offer, any Initial Purchaser holds Initial Securities acquired by it as part of its initial distribution, the Issuer, simultaneously with the delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and deliver to such Initial Purchaser upon the written request of 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 Issuer issued under the Indenture and identical in all material respects (including the existence of restrictions on transfer under the Securities Act and the securities laws of the several states of the United States, but excluding provisions relating to the matters described in Section 6 hereof) to the Initial Securities (the “"Private Exchange Securities”"). The Initial Securities, the Exchange Securities and the Private Exchange Securities are herein collectively called the “"Securities”". In connection with the Registered Exchange Offer, the Issuer shall:

Registered Exchange Offer. Unless not permitted by applicable lawThe Company shall, the Issuer shall at its own cost, prepare and use its commercially reasonable efforts to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Exchange Offer Registration Statement”) on an appropriate form under the Securities Act of 1933, as amended (the “Securities Act”), with respect to a proposed offer (the “Registered Exchange 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 Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Initial Securities, a like aggregate principal amount of debt securities (the “Exchange Securities”) of the Issuer Company issued under the Indenture, substantially Indenture and identical in all material respects to the Initial Securities (except for the transfer restrictions relating to the Initial Securities and the provisions relating to the matters described in Section 6 hereof) and that would be registered under the Securities Act (the “Exchange Securities”)Act. The Issuer Company shall use its commercially reasonable best efforts (i) to cause such Exchange Offer Registration Statement to become effective under the Securities Act on or prior to 365 days after the date of original issue of the Initial Securities (the “Issue Date”) (such 365th day referred to in clause and shall (i) being keep the “Registered Exchange Offer Effectiveness Target Date”) and (ii) to keep the Exchange Offer Registration Statement effective open for not less than 20 business days (or longer, if required by applicable law) after the date notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “Exchange Offer Registration Period”). If the Issuer commences the Registered Exchange Offer, the Issuer ) and (iii) will be entitled to consummate the Registered Exchange Offer 20 business not later than 365 days after such commencement the date of original issue of the Existing Securities (provided the “Reference Date”) (or, if the 365th day after the Reference Date is not a business day, the first business day thereafter), provided, with respect to clause (ii), that the Issuer Company has accepted all the Initial Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer) and (ii) will be required to consummate the Registered Exchange Offer no later than 40 days after the date on which the Exchange Offer Registration Statement is declared effective, or such later date required by law. Following the declaration of the effectiveness of the Exchange Offer Registration Statement, the Issuer shall, as Company shall promptly as practicable, commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities (as defined in Section 6 6(e) hereof) electing to exchange the Initial Securities for Exchange Securities (assuming that such Holder is not an affiliate of the Issuer Company within the meaning of the Securities Act, acquires the Exchange Securities in the ordinary course of such XxxxxxHolder’s business and has no arrangements with any person to participate in the distribution of the Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States. The Issuer 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 Initial Securities, acquired for its own account as a result of market making activities or other trading activities, for Exchange Securities (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 Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) an Initial Purchaser that elects to sell Exchange Securities (as defined below) acquired in exchange for Initial 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. The Issuer Company shall use its reasonable best efforts to keep the Exchange Offer Registration Statement effective and shall 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 Securities; provided, however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or an Initial Purchaser, 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 Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Issuer Company shall make such prospectus and any amendment or supplement thereto thereto, available upon request to any broker-dealer for use in connection with any resale of any Exchange Securities for a period of not less than 180 90 days after the consummation of the Registered Exchange Offer (or such shorter period during which such persons are required by applicable law to deliver such prospectus)Offer. If, upon consummation of the Registered Exchange Offer, any Initial Purchaser holds Initial Securities acquired by it as part of its initial distribution, the IssuerCompany, simultaneously with the delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and deliver to such Initial Purchaser upon the written request of 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 Issuer Company issued under the Indenture and identical in all material respects (including the existence of restrictions on transfer under the Securities Act and the securities laws of the several states of the United States, but excluding provisions relating to the matters described in Section 6 hereof) to the Initial Securities (the “Private Exchange Securities”). The Initial Securities, the Exchange Securities and the Private Exchange Securities are herein collectively called the “Securities”. In connection with the Registered Exchange Offer, the Issuer Company shall:

Registered Exchange Offer. Unless The Company shall, at its own cost, prepare and, not permitted by applicable lawlater than 180 days after (or if the 180th day is not a business day, the Issuer shall prepare and use its commercially reasonable efforts to first business day thereafter) the date of original issue of the Initial Securities (the “Issue Date”), file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Exchange Offer Registration Statement”) on an appropriate form under the Securities Act of 1933, as amended (the “Securities Act”), with respect to a proposed offer (the “Registered Exchange Offer”) to the Holders of Transfer Restricted Securities (as defined in Section 6 7(d) hereof), who are not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Initial Securities, a like aggregate principal amount of debt securities (the “Exchange Securities”) of the Issuer Company issued under the Indenture, substantially Indenture and identical in all material respects to the Initial Securities (except for the transfer restrictions relating to the Initial Securities and the provisions relating to the matters described in Section 6 7 hereof) and that would be registered under the Securities Act (the “Exchange Securities”)Act. The Issuer Company shall use its commercially reasonable efforts (i) to cause such Exchange Offer Registration Statement to become effective under the Securities Act on within 210 days (or prior to 365 days if the 210th day is not a business day, the first business day thereafter) after the date of original issue Issue Date of the Initial Securities (the “Issue Date”) (such 365th day referred to in clause (i) being the “Exchange Offer Effectiveness Target Date”) and (ii) to shall keep the Exchange Offer Registration Statement effective for not less than 20 business days (or longer, if required by applicable law) after the date notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “Exchange Offer Registration Period”)Holders. If the Issuer commences Company effects the Registered Exchange Offer, the Issuer Company (i) will be entitled to consummate the Registered Exchange Offer 20 business days after such the commencement (thereof provided that the Issuer Company has accepted all the Initial Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer) Offer and (ii) will be required to consummate the Registered Exchange Offer no later than 40 30 business days after the date on which the Exchange Offer Registration Statement is declared effective, or such later date required by law. Following the declaration of the effectiveness of the Exchange Offer Registration Statement, the Issuer shall, Company shall as promptly as practicable, practicable commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities (as defined in Section 6 hereof) electing to exchange the Initial Securities for Exchange Securities (assuming that such Holder is not an affiliate of the Issuer Company within the meaning of the Securities Act, acquires the Exchange Securities in the ordinary course of such Xxxxxx’s business and has no arrangements with any person to participate in the distribution of the Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States. The Issuer 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 Initial Securities, Securities acquired for its own account as a result of market making activities or other trading activities, activities for Exchange Securities (an “Exchanging Dealer”), ) is required to deliver a prospectus containing the information substantially 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 Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) an Initial Purchaser that elects to sell Exchange Securities acquired in exchange for Securities (as defined below) acquired in exchange for Initial 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. The Issuer Company shall use its reasonable efforts to keep the Exchange Offer Registration Statement effective effective, and shall 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 Securities; provided, however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or an Initial Purchaser, 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 Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Issuer 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 Securities for a period of not less than 180 90 days after the consummation of the Registered Exchange Offer (or such shorter period during which such persons are required by applicable law to deliver such prospectus)Offer. If, upon consummation of the Registered Exchange Offer, any Initial Purchaser holds Initial Securities acquired by it as part of its initial distribution, the IssuerCompany, simultaneously with the delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and deliver to such Initial Purchaser upon the written request of 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 Issuer Company issued under the Indenture and identical in all material respects (including the existence of restrictions on transfer under the Securities Act and the securities laws of the several states of the United States, but excluding provisions relating to the matters described in Section 6 7 hereof) to the Initial Securities (the “Private Exchange Securities”). The Initial Securities, the Exchange Securities and the Private Exchange Securities are herein collectively called referred to as the “Securities”. .” In connection with the Registered Exchange Offer, the Issuer Company shall:

Registered Exchange Offer. Unless not permitted by applicable lawlaw (after the Company has complied with the ultimate paragraph of this Section 1), the Issuer Company shall prepare and use its commercially reasonable efforts and, not later than 90 days (such 90th day being a "Filing Deadline") after the date on which the Initial Purchaser purchases the Initial Securities pursuant to the Purchase Agreement (the "Closing Date"), file with the Securities and Exchange Commission (the “"Commission”") a registration statement (the “"Exchange Offer Registration Statement”") on an appropriate form under the Securities Act of 1933, as amended (the “"Securities Act”"), with respect to a proposed offer (the “"Registered Exchange 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 Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Initial Securities, a like aggregate principal amount of debt securities of the Issuer Company issued under the Indenture, substantially identical in all material respects to the Initial Securities (except for the transfer restrictions relating to the Initial Securities and the provisions relating to the matters described in Section 6 hereof) and registered under the Securities Act (the “"Exchange Securities”"). The Issuer Company shall use its commercially reasonable best efforts to (i) to cause such Exchange Offer Registration Statement to become effective under the Securities Act on or prior to 365 within 180 days after the date of original issue of the Initial Securities (the “Issue Date”) Closing Date (such 365th 180th day referred to in clause (i) being the “Exchange Offer an "Effectiveness Target Date”Deadline") and (ii) to keep the Exchange Offer Registration Statement effective for not less than 20 business 30 days (or longer, if required by applicable law) after the date notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “"Exchange Offer Registration Period”"). If the Issuer Company commences the Registered Exchange Offer, the Issuer Company (i) will be entitled to consummate the Registered Exchange Offer 20 30 business days after such commencement (provided that the Issuer Company has accepted all the Initial Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer) and (ii) will be required to consummate the Registered Exchange Offer no later than 40 30 business days after the date on which the Exchange Offer Registration Statement is declared effective, or effective (such later date required by law30th business day being the "Consummation Deadline"). Following the declaration of the effectiveness of the Exchange Offer Registration Statement, the Issuer shall, Company shall as promptly soon as practicable, practicable commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities (as defined in Section 6 hereof) electing to exchange the Initial Securities for Exchange Securities (assuming that such Holder is not an affiliate of the Issuer Company within the meaning of the Securities Act, acquires the Exchange Securities in the ordinary course of such Xxxxxx’s Holder's business and has no arrangements with any person to participate in the distribution of the Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States. The Issuer Company acknowledges that, pursuant to current interpretations by the Commission’s '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 Initial Securities, acquired for its own account as a result of market making activities or other trading activities, for Exchange Securities (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 Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) an if the Initial Purchaser that elects to sell Securities (as defined below) acquired in exchange for Initial Securities constituting any portion of an unsold allotment allotment, the Initial Purchaser is required to deliver a prospectus containing the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale. The Issuer Company shall use its commercially reasonable best efforts to keep the Exchange Offer Registration Statement effective and shall 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 Securities; provided, however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or an the Initial Purchaser, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers and the Initial Purchasers Purchaser have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Issuer 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 Securities for a period of not less than 180 days after the consummation of the Registered Exchange Offer; provided further, that during such period the Company may suspend the availability of the Exchange Offer Registration Statement, without being required to pay any Additional Interest, upon written notice to the Initial Purchaser, the Holders of Transfer Restricted Securities and each Exchanging Dealer (or such shorter period during which such persons are required notice shall be accompanied by applicable law an instruction to deliver such suspend the use of any prospectus), for 60 days in any calendar year (each such period, a "Suspension Period") if there is a possible acquisition, business combination, other similar transaction, business development, or event involving the Company that would require the disclosure thereof in the Exchange Offer Registration Statement and the Company reasonably determines in the exercise of its good faith judgment that such disclosure, at such time, would have a material adverse effect on the business, operations or prospects of the Company; provided that such written notice will be sufficient if it only refers to this paragraph and provides notice that a Suspension Period has occurred and instructs the recipient not to use any prospectus until further notice. If, upon consummation of the Registered Exchange Offer, any the Initial Purchaser holds Initial Securities acquired by it as part of its initial distribution, the IssuerCompany, simultaneously with the delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and deliver to such the Initial Purchaser upon the written request of such the Initial Purchaser, in exchange (the “"Private Exchange”") for the Initial Securities held by such the Initial Purchaser, a like principal amount of debt securities of the Issuer Company issued under the Indenture and identical in all material respects (including the existence of restrictions on transfer under the Securities Act and the securities laws of the several states of the United States, but excluding provisions relating to the matters described in Section 6 hereof) to the Initial Securities (the “"Private Exchange Securities”"). The Initial Securities, the Exchange Securities and the Private Exchange Securities are herein collectively called the “"Securities”". In connection with the Registered Exchange Offer, the Issuer Company shall:

Registered Exchange Offer. Unless The Company shall, at its own cost, prepare and, not permitted by applicable lawlater than 45 days after (or if the 45th day is not a business day, the Issuer shall prepare and use its commercially reasonable efforts to first business day thereafter) the date of original issue of the Notes (the "Issue Date"), file with the Securities and Exchange Commission (the “"Commission”") a registration statement (the “"Exchange Offer Registration Statement”") on an appropriate form under the Securities Act of 1933, as amended (the “"Securities Act”"), with respect to a proposed offer (the “"Registered Exchange Offer”") to the Holders of Transfer Restricted Securities Notes (as defined in Section 6 hereof), who are not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Initial SecuritiesNotes, a like aggregate principal amount of debt securities (the "Exchange Notes") of the Issuer Company issued under the Indenture, substantially Indenture and identical in all material respects to the Initial Securities Notes (except for the transfer restrictions relating to the Initial Securities Notes and the provisions relating to the matters described in Section 6 hereof) and registered under the Securities Act (the “Exchange Securities”). The Issuer Company shall use its commercially reasonable best efforts (i) to cause such Exchange Offer Registration Statement to become effective under the Securities Act on within 150 days (or prior to 365 days if the 150th day is not a business day, the first business day thereafter) after the date of original issue Issue Date of the Initial Securities (the “Issue Date”) (such 365th day referred to in clause (i) being the “Exchange Offer Effectiveness Target Date”) Notes and (ii) to shall keep the Exchange Offer Registration Statement effective for not less than 20 business 30 days (or longer, if required by applicable law) after the date notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “"Exchange Offer Registration Period”"). If the Issuer commences Company effects the Registered Exchange Offer, the Issuer (i) Company will be entitled to consummate close the Registered Exchange Offer 20 business 30 days after such the commencement (thereof provided that the Issuer Company has accepted all the Initial Securities Notes theretofore validly tendered in accordance with the terms of the Registered Exchange Offer) and (ii) will be required to consummate the Registered Exchange Offer no later than 40 days after the date on which the Exchange Offer Registration Statement is declared effective, or such later date required by law. Following the declaration of the effectiveness of the Exchange Offer Registration Statement, the Issuer shall, as Company shall promptly as practicable, commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities (as defined in Section 6 hereof) Notes electing to exchange the Initial Securities Notes for Exchange Securities Notes (assuming that such Holder is not an affiliate of the Issuer Company within the meaning of the Securities Act, acquires the Exchange Securities Notes in the ordinary course of such Xxxxxx’s Holder's business and has no arrangements with any person to participate in the distribution of the Exchange Securities Notes and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities Notes from and after their receipt without any limitations or restrictions under the Securities Act or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), subject as to an Exchanging Dealer (as defined below) to the provisions of the next paragraph below) and without material restrictions under the securities laws of the several states of the United States. The Issuer Company acknowledges that, pursuant to current interpretations by the Commission’s '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 Initial SecuritiesNotes, acquired for its own account as a result of market making activities or other trading activities, for Exchange Securities Notes (an “"Exchanging Dealer”"), is required to deliver a prospectus containing the information set forth in (a) Annex A hereto on the cover, (b) in Annex B hereto in the “"Exchange Offer Procedures” " section and the “"Purpose of the Exchange Offer” " section, and (c) in Annex C hereto in the “"Plan of Distribution” " section of such prospectus in connection with a sale of any such Exchange Securities Notes received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) an Initial Purchaser that elects to sell Securities (as defined below) Exchange Notes acquired in exchange for Initial Securities Notes constituting any portion of an unsold allotment is required to deliver a prospectus containing the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale. The Issuer Company shall use its best efforts to keep the Exchange Offer Registration Statement effective and shall 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 SecuritiesNotes; provided, however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or an Initial Purchaser, 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 Securities Notes held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Issuer Company shall make such prospectus and any amendment or supplement thereto thereto, available to any broker-broker- dealer for use in connection with any resale of any Exchange Securities Notes for a period of not less than 180 90 days after the consummation of the Registered Exchange Offer (or such shorter period during which such persons are required by applicable law to deliver such prospectus)Offer. If, upon consummation of the Registered Exchange Offer, any Initial Purchaser holds Initial Securities Notes acquired by it as part of its initial distribution, the IssuerCompany, simultaneously with the delivery of the Exchange Securities Notes pursuant to the Registered Exchange Offer, shall issue and deliver to such Initial Purchaser upon the written request of such Initial Purchaser, in exchange (the “"Private Exchange”") for the Initial Securities Notes held by such Initial Purchaser, a like principal amount of debt securities of the Issuer Company issued under the Indenture and identical in all material respects (including the existence of restrictions on transfer under the Securities Act and the securities laws of the several states of the United States, States but excluding provisions relating to the matters described in Section 6 hereof) to the Initial Securities Notes (the “"Private Exchange Securities”Notes"). The Initial SecuritiesNotes, the Exchange Securities Notes and the Private Exchange Securities Notes are herein collectively called the “"Securities”. ." In connection with the Registered Exchange Offer, the Issuer Company shall:

Registered Exchange Offer. Unless not permitted by applicable lawlaw (after the Company and the Guarantor have complied with the ultimate paragraph of this Section 1), the Issuer Company and the Guarantor shall prepare and, not later than 90 days (such 90th day being a "Filing Deadline") after the date on which the Initial Purchasers purchase the Initial Securities pursuant to the Purchase and use its commercially reasonable efforts to Exchange Agreement (the "Closing Date"), file with the Securities and Exchange Commission (the “"Commission”) "), a registration statement (the “"Exchange Offer Registration Statement”") on an appropriate form under the Securities Act of 1933, as amended (the “"Securities Act”"), with respect to a proposed offer (the “"Registered Exchange Offer”") to the Holders of Transfer Restricted Securities (as defined in Section 6 hereofbelow), who are not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Initial Securities, a like aggregate principal amount of debt securities of the Issuer Company issued under the Indenture, substantially guaranteed by the Guarantor, identical in all material respects to the Initial Securities (Securities, except for the transfer restrictions relating to the Initial Securities and the provisions relating to the matters described in Section 6 hereof) Securities, and registered under the Securities Act (the “"Exchange Securities”"). The Issuer Company and the Guarantor shall use its commercially their reasonable best efforts to (i) to cause such Exchange Offer Registration Statement to become effective under the Securities Act on or prior to 365 within 240 days after the date of original issue of the Initial Securities (the “Issue Date”) Closing Date (such 365th 240th day referred to in clause (i) being the “Exchange Offer an "Effectiveness Target Date”Deadline") and (ii) to keep the Exchange Offer Registration Statement effective for not less than 20 business 30 days (or longer, if required by applicable law) after the date notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “"Exchange Offer Registration Period”"). If the Issuer commences Company and the Guarantor commence the Registered Exchange Offer, the Issuer Company and the Guarantor (i) will be entitled to consummate the Registered Exchange Offer 20 business 30 days after such commencement (provided that the Issuer has Company and the Guarantor have accepted all the Initial Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer) and (ii) will be required use their reasonable best efforts to consummate the Registered Exchange Offer no later than 40 days after the date on which that the Exchange Offer Registration Statement is declared effective, or effective (such later date required by law40th day being the "Consummation Deadline"). Following the declaration of Upon the effectiveness of the Exchange Offer Registration Statement, the Issuer shall, as Company and the Guarantor shall promptly as practicable, commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities (as defined in Section 6 hereof) electing to exchange the Initial Securities for Exchange Securities (a) to make such exchange (assuming that such Holder (i) is not an affiliate of the Issuer Company or the Guarantor within the meaning of the Securities Act, (ii) acquires the Exchange Securities in the ordinary course of such Xxxxxx’s business and Holder's business, (iii) has no arrangements or understandings with any person to participate in the distribution of the Exchange Securities and (iv) is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) and (b) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States. The Issuer acknowledges Company, the Guarantor, the Initial Purchasers and each Exchanging Dealer (as defined below) acknowledge that, pursuant to current interpretations by the Commission’s '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 Initial Securities, acquired for its own account as a result of market making activities or other trading activities, for Exchange Securities (an “"Exchanging Dealer”"), is required to deliver a prospectus containing the information substantially in the form 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 Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) an Initial Purchaser that elects to sell Securities (as defined below) acquired in exchange for Initial Securities constituting any portion of an unsold allotment allotment, is required to deliver a prospectus containing the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale. The Issuer shall keep the Exchange Offer Registration Statement effective and shall 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 Securities; provided, however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or an Initial Purchaser, 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 Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Issuer 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 Securities for a period of not less than 180 days after the consummation of the Registered Exchange Offer (or such shorter period during which such persons are required by applicable law to deliver such prospectus). If, upon consummation of the Registered Exchange Offer, any Initial Purchaser holds Initial Securities acquired by it as part of its initial distribution, the Issuer, simultaneously with the delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and deliver to such Initial Purchaser upon the written request of 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 Issuer issued under the Indenture and identical in all material respects (including the existence of restrictions on transfer under the Securities Act and the securities laws of the several states of the United States, but excluding provisions relating to the matters described in Section 6 hereof) to the Initial Securities (the “Private Exchange Securities”). The Initial Securities, the Exchange Securities and the Private Exchange Securities are herein collectively called the “Securities”. In connection with the Registered Exchange Offer, the Issuer shall:.

Registered Exchange Offer. Unless not permitted by applicable lawlaw (after the Company has complied with the ultimate paragraph of this Section 1), the Issuer Company shall prepare and use its commercially reasonable efforts and, not later than 90 days (such 90th day being a “Filing Deadline”) after the date on which the Initial Purchasers purchase the Initial Securities pursuant to the Purchase Agreement (the “Closing Date”), file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Exchange Offer Registration Statement”) on an appropriate form under the Securities Act of 1933, as amended 1933 (the “Securities Act”), with respect to a proposed offer (the “Registered Exchange 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 Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Initial Securities, a like aggregate principal amount of debt securities of the Issuer issued under the Indenture, substantially identical in all material respects to the Initial Securities (except for the transfer restrictions relating to the Initial Securities and the provisions relating to the matters described in Section 6 hereof) and registered under the Securities Act (the “Exchange Securities”). The Issuer Company shall (i) use its commercially reasonable efforts (i) to cause such Exchange Offer Registration Statement to become effective under the Securities Act on or prior to 365 within 180 days after the date of original issue of the Initial Securities (the “Issue Date”) Closing Date (such 365th 180th day referred to in clause (i) being the an “Exchange Offer Effectiveness Target DateDeadline”) and (ii) to keep the Exchange Offer Registration Statement effective for not less than 20 business 30 days (or longer, if required by applicable law) after the date notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “Exchange Offer Registration Period”). If the Issuer Company commences the Registered Exchange Offer, the Issuer Company (i) will be entitled to consummate the Registered Exchange Offer 20 business 30 days after such commencement (provided that the Issuer Company has accepted all the Initial Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer) and (ii) will be required to consummate the Registered Exchange Offer no later than 40 days after the date on which the Exchange Offer Registration Statement is declared effective, or effective (such later date required by law40th day being the “Consummation Deadline”). Following the declaration of the effectiveness of the Exchange Offer Registration Statement, the Issuer shall, as Company shall promptly as practicable, commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities (as defined in Section 6 hereof) electing to exchange the Initial Securities for Exchange Securities (assuming that such Holder (i) is not an affiliate of the Issuer Company within the meaning of the Securities Act, (ii) acquires the Exchange Securities in the ordinary course of such XxxxxxHolder’s business and business, (iii) has no arrangements with any person to participate in the distribution of the Exchange Securities and (iv) is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States. The Issuer 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 that is a broker-–dealer electing to exchange Initial Securities, acquired for its own account as a result of market making activities or other trading activities, for Exchange Securities (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, section and (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 Registered Exchange Offer and (ii) an Initial Purchaser that elects to sell Securities (as defined below) acquired in exchange for Initial 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. The Issuer Company shall use its best efforts to keep the Exchange Offer Registration Statement effective and shall 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 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 an Exchanging Dealer or an Initial Purchaser, 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 Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Issuer 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 Securities for a period of not less than 180 days after the consummation of the Registered Exchange Offer (or such shorter period during which such persons broker-dealers are required by applicable law to deliver such prospectus); provided, further, that, during such period, the Company may suspend the effectiveness of the Exchange Offer Registration Statement for a period of not more than 30 days in any calendar year if there is a possible acquisition or business combination or other transaction, business development or event involving the Company that would require disclosure in the Exchange Offer Registration Statement and the Company determines in the exercise of its reasonable judgment that such disclosure is not in the best interests of the Company and its shareholders or obtaining any financial statements relating to an acquisition or business combination required to be included in the Exchange Offer Registration Statement would be impracticable. In the event that the Company suspends the effectiveness of the Exchange Offer Registration Statement as contemplated by the final proviso to the foregoing sentence, the Company shall promptly notify any such Exchanging Dealer, Initial Purchaser or broker-dealer of the suspension of the Exchange Offer Registration Statement’s effectiveness, provided that such notice shall not require the Company to disclose the possible acquisition or business combination or other transaction, business development or event if the Company determines in good faith that such acquisition or business combination or other transaction, business development or event should remain confidential. Upon the abandonment, consummation, termination or public announcement by or on behalf of the Company of the possible acquisition or business combination or other transaction, business development or event or the availability of the required financial statements with respect to a possible acquisition or business combination, the suspension of the use of the Exchange Offer Registration Statement shall cease and the Company shall promptly comply with Section 3(j) hereof and notify such Exchanging Dealer, Initial Purchaser or broker-dealer that the use of the prospectus contained in the Exchange Offer Registration Statement, as amended or supplemented, as applicable, may resume. If, upon consummation of the Registered Exchange Offer, any Initial Purchaser holds Initial Securities acquired by it as part of its initial distribution, the IssuerCompany, simultaneously with the delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and deliver to such Initial Purchaser upon the written request of 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 Issuer Company issued under the Indenture and identical in all material respects (including the existence of restrictions on transfer under the Securities Act and the securities laws of the several states of the United States, but excluding provisions relating to the matters described in Section 6 hereof) to the Initial Securities (the “Private Exchange Securities”). The Initial Securities, the Exchange Securities and the Private Exchange Securities are herein collectively called the “Securities”. .” In connection with the Registered Exchange Offer, the Issuer Company shall:

Registered Exchange Offer. Unless not permitted by applicable lawlaw (after the Company has complied with the ultimate paragraph of this Section 1), the Issuer Company shall prepare and use its commercially reasonable efforts and, not later than 90 days (such 90th day being a “Filing Deadline”) after the date on which the Initial Purchasers purchase the Initial Securities pursuant to the Purchase Agreement (the “Closing Date”), file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Exchange Offer Registration Statement”) on an appropriate form under the Securities Act of 1933, as amended (the “Securities Act”), with respect to a proposed offer (the “Registered Exchange 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 Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Initial Securities, a like aggregate principal amount of debt securities of the Issuer Company issued under the Indenture, substantially identical in all material respects to the Initial Securities (except for the transfer restrictions relating to the Initial Securities and the provisions relating to the matters described in Section 6 hereof) and registered under the Securities Act (the “Exchange Securities”). The Issuer Company shall use its commercially reasonable efforts (i) use its best efforts to cause such Exchange Offer Registration Statement to become effective under the Securities Act on or prior to 365 within 180 days after the date of original issue of the Initial Securities (the “Issue Date”) Closing Date (such 365th 180th day referred to in clause (i) being the an “Exchange Offer Effectiveness Target DateDeadline”) and (ii) to keep the Exchange Offer Registration Statement effective for not less than 20 business 30 days (or longer, if required by applicable law) after the date notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “Exchange Offer Registration Period”). If the Issuer Company commences the Registered Exchange Offer, the Issuer Company (i) will be entitled to consummate the Registered Exchange Offer 20 business 30 days after such commencement (provided that the Issuer Company has accepted all the Initial Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer) and (ii) will be required to consummate the Registered Exchange Offer no later than 40 days after the date on which the Exchange Offer Registration Statement is declared effective, or such later date required by laweffective (the “Consummation Deadline”). Following Promptly after the declaration of the effectiveness of the Exchange Offer Registration Statement, the Issuer shall, as promptly as practicable, Company shall commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities (as defined in Section 6 hereof) electing to exchange the Initial Securities for Exchange Securities (assuming that such Holder is not an affiliate of the Issuer Company within the meaning of the Securities Act, acquires the Exchange Securities in the ordinary course of such XxxxxxHolder’s business and has no arrangements with any person to participate in the distribution of the Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States. The Issuer 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 Initial Securities, acquired for its own account as a result of market making activities or other trading activities, for Exchange Securities (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 Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) an Initial Purchaser that elects to sell Securities (as defined below) acquired in exchange for Initial Securities constituting any portion of an unsold allotment allotment, is required to deliver a prospectus containing the information required by Items Item 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale. The Issuer Company shall use its best efforts to keep the Exchange Offer Registration Statement effective and shall 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 Securities; provided, however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or an Initial Purchaser, 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 Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Issuer 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 Securities for a period of not less than 180 days after the consummation of the Registered Exchange Offer (or such shorter period during which such persons are required by applicable law to deliver such prospectus). If, upon consummation of the Registered Exchange Offer, any Initial Purchaser holds Initial Securities acquired by it as part of its initial distribution, the Issuer, simultaneously with the delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and deliver to such Initial Purchaser upon the written request of 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 Issuer issued under the Indenture and identical in all material respects (including the existence of restrictions on transfer under the Securities Act and the securities laws of the several states of the United States, but excluding provisions relating to the matters described in Section 6 hereof) to the Initial Securities (the “Private Exchange Securities”). The Initial Securities, the Exchange Securities and the Private Exchange Securities are herein collectively called the “Securities”. .” In connection with the Registered Exchange Offer, the Issuer Company shall:

Registered Exchange Offer. Unless not permitted by applicable lawlaw (after the Company has complied with the ultimate paragraph of this Section 1), the Issuer Company shall prepare and use its commercially reasonable efforts and, not later than 60 days (such 60th day being the "EXCHANGE OFFER FILING DEADLINE") after the date on which the Initial Purchasers purchase the Initial Securities pursuant to the Purchase Agreement (the "CLOSING DATe"), file with the Securities and Exchange Commission (the “Commission”"COMMISSION") a registration statement (the “Exchange Offer Registration Statement”"EXCHANGE OFFER REGISTRATION STATEMENT") on an appropriate form under the Securities Act of 1933, as amended (the “Securities Act”"SECURITIES ACT"), with respect to a proposed offer (the “Registered Exchange Offer”"REGISTERED EXCHANGE 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 Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Initial Securities, a like aggregate principal amount of debt securities of the Issuer Company issued under the Indenture, substantially identical in all material respects to the Initial Securities (except for the transfer restrictions relating to the Initial Securities and the provisions relating to the matters described in Section 6 hereof) and registered under the Securities Act (the “Exchange Securities”"EXCHANGE SECURITIES"). The Issuer Company shall use its commercially reasonable best efforts to (i) to cause such Exchange Offer Registration Statement to become effective under the Securities Act on or prior to 365 within 150 days after the date of original issue of the Initial Securities (the “Issue Date”) Closing Date (such 365th 150th day referred to in clause (i) being the “Exchange Offer Effectiveness Target Date”"EXCHANGE OFFER EFFECTIVENESS DEADLINE") and (ii) to keep the Exchange Offer Registration Statement effective for not less than 20 business 30 days (or longer, if required by applicable law) after the date notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “Exchange Offer Registration Period”"EXCHANGE OFFER REGISTRATION PERIOD"). If the Issuer Company commences the Registered Exchange Offer, the Issuer Company (i) will shall be entitled to consummate the Registered Exchange Offer 20 business 30 days after such commencement (provided that the Issuer Company has accepted all the Initial Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer) and (ii) will shall be required to consummate the Registered Exchange Offer no later than 40 days after the date on which the Exchange Offer Registration Statement is declared effective, or effective (such later date required by law40th day being the "CONSUMMATION DEADLINE"). Following the declaration of the effectiveness of the Exchange Offer Registration Statement, the Issuer shall, Company shall as promptly soon as practicable, practicable commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities (as defined in Section 6 hereof) electing to exchange the Initial Securities for Exchange Securities (assuming that such Holder is not an affiliate of the Issuer Company within the meaning of the Securities Act, acquires the Exchange Securities in the ordinary course of such Xxxxxx’s Holder's business and has no arrangements with any person to participate in the distribution of the Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States. The Issuer Company acknowledges that, pursuant to current interpretations by the Commission’s '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 Initial Securities, acquired for its own account as a result of market making activities or other trading activities, for Exchange Securities (an “Exchanging Dealer”"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 Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) an Initial Purchaser that elects to sell Securities (as defined below) acquired in exchange for Initial Securities constituting any portion of an unsold allotment allotment, is required to deliver a prospectus containing the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale. The Issuer Company shall use its reasonable best efforts to keep the Exchange Offer Registration Statement effective and shall 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 Securities; provided, however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or an Initial Purchaser, 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 Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Issuer 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 Securities for a period of not less than 180 180-days after the consummation of the Registered Exchange Offer (or such shorter period during which such persons are required by applicable law to deliver such prospectus)Offer. If, upon consummation of the Registered Exchange Offer, any Initial Purchaser holds Initial Securities acquired by it as part of its initial distribution, the IssuerCompany, simultaneously with the delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and deliver to such Initial Purchaser upon the written request of 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 Issuer Company issued under the Indenture and identical in all material respects (including the existence of restrictions on transfer under the Securities Act and the securities laws of the several states of the United States, but excluding provisions relating to the matters described in Section 6 hereof) to the Initial Securities (the “"Private Exchange Securities”"). The Initial Securities, the Exchange Securities and the Private Exchange Securities are herein collectively called the “"Securities”". In connection with the Registered Exchange Offer, the Issuer Company shall:

Registered Exchange Offer. Unless not permitted by applicable lawlaw (after the Company has complied with the ultimate paragraph of this Section 1), the Issuer Company shall prepare and use its commercially reasonable efforts and, not later than 45 days (such 45th day being a "Filing Deadline") after the date on which the Initial Purchaser purchases the Initial Securities pursuant to the Purchase Agreement (the "Closing Date"), file with the Securities and Exchange Commission (the “"Commission”") a registration statement (the “"Exchange Offer Registration Statement”") on an appropriate form under the Securities Act of 1933, as amended (the “"Securities Act”"), with respect to a proposed offer (the “"Registered Exchange 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 Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Initial Securities, a like aggregate principal amount of debt securities of the Issuer Company issued under the Indenture, substantially identical in all material respects to the Initial Securities (except for the transfer restrictions relating to the Initial Securities and the provisions relating to the matters described in Section 6 hereof) and registered under the Securities Act (the “"Exchange Securities”"). The Issuer Company shall use its commercially reasonable best efforts to (i) to cause such Exchange Offer Registration Statement to become effective under the Securities Act on or prior to 365 within 140 days after the date of original issue of the Initial Securities (the “Issue Date”) Closing Date (such 365th 140th day referred to in clause (i) being the “Exchange Offer an "Effectiveness Target Date”Deadline") and (ii) to keep the Exchange Offer Registration Statement effective for not less than 20 business 30 days (or longer, if required by applicable law) after the date notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “"Exchange Offer Registration Period”"). If the Issuer Company commences the Registered Exchange Offer, the Issuer Company (i) will be entitled to consummate the Registered Exchange Offer 20 business 30 days after such commencement (provided that the Issuer Company has accepted all the Initial Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer) and (ii) will be required to consummate the Registered Exchange Offer no later than 40 days after the date on which the Exchange Offer Registration Statement is declared effective, or effective (such later date required by law40th day being the "Consummation Deadline"). Following the declaration of the effectiveness of the Exchange Offer Registration Statement, the Issuer shall, as Company shall promptly as practicable, commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities (as defined in Section 6 hereof) electing to exchange the Initial Securities for Exchange Securities (assuming that such Holder is not an affiliate of the Issuer Company within the meaning of the Securities Act, acquires the Exchange Securities in the ordinary course of such Xxxxxx’s 's business and has no arrangements with any person to participate in the distribution of the Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States. The Issuer Company acknowledges that, pursuant to current interpretations by the Commission’s '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 Initial Securities, acquired for its own account as a result of market making activities or other trading activities, for Exchange Securities (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 Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) an the Initial Purchaser that Purchaser, if it so elects to sell Securities (as defined below) acquired in exchange for Initial Securities constituting any portion of an unsold allotment allotment, is required to deliver a prospectus containing the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale. The Issuer Company shall use its best efforts to keep the Exchange Offer Registration Statement effective and shall 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 Securities; provided, however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or an Initial Purchaser, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers and the Initial Purchasers Purchaser have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Issuer 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 Securities for a period of not less than 180 days after the consummation of the Registered Exchange Offer (or such shorter period during which such persons are required by applicable law to deliver such prospectus)Offer. If, upon consummation of the Registered Exchange Offer, any the Initial Purchaser holds Initial Securities acquired by it as part of its initial distribution, the IssuerCompany, simultaneously with the delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and deliver to such the Initial Purchaser upon the written request of such the Initial Purchaser, in exchange (the “"Private Exchange”") for the Initial Securities held by such the Initial Purchaser, a like principal amount of debt securities of the Issuer Company issued under the Indenture and identical in all material respects (including the existence of restrictions on transfer under the Securities Act and the securities laws of the several states of the United States, but excluding provisions relating to the matters described in Section 6 hereof) to the Initial Securities (the “"Private Exchange Securities”"). The Initial Securities, the Exchange Securities and the Private Exchange Securities are herein collectively called the “"Securities”. ." In connection with the Registered Exchange Offer, the Issuer Company shall:

Registered Exchange Offer. Unless The Company shall (i) prepare and, not permitted by applicable lawlater than 60 days following the date of original issuance of the Securities (the "Issue Date"), the Issuer shall prepare and use its commercially reasonable efforts to file with the Securities and Exchange Commission (the “"Commission”") a registration statement (together with the “prospectus included therein, the "Exchange Offer Registration Statement”") on an appropriate form under the Securities Act of 1933, as amended (the “"Securities Act”), ") with respect to a proposed offer (the “Registered Exchange Offer”) to the Holders of Transfer Restricted the Securities (as defined in Section 6 hereof), who are not prohibited by any law or policy of the Commission from participating in the "Registered Exchange Offer"), to issue and deliver to such Holders, in exchange for the Initial Securities, a like aggregate principal amount of debt securities of the Issuer issued under Company and the Indenture, substantially Subsidiary Guarantors (the "Exchange Securities") that are identical in all material respects to the Initial Securities (Securities, except for the transfer restrictions relating to the Initial Securities and the provisions relating to the matters described in Section 6 hereofSecurities, (ii) and registered under the Securities Act (the “Exchange Securities”). The Issuer shall use its commercially reasonable efforts (i) to cause such the Exchange Offer Registration Statement to become effective under the Securities Act on or prior to 365 no later than 150 days after the date of original issue of Issue Date and the Initial Securities (the “Issue Date”) (such 365th day referred to in clause (i) being the “Registered Exchange Offer Effectiveness Target Date”) to be consummated no later than 180 days after the Issue Date and (iiiii) to keep the Exchange Offer Registration Statement effective for not less than 20 business 30 days (or longer, if required by applicable law) after the date on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “"Exchange Offer Registration Period”"). If The Exchange Securities will be issued under the Issuer commences Indenture dated as of May 14, 1998, among the Registered Exchange OfferCompany, the Issuer Subsidiary Guarantors and LaSalle National Bank, as trustee (ithe "Indenture") will be entitled or an indenture (the "Exchange Securities Indenture") among the Company, the Subsidiary Guarantors and LaSalle National Bank (or such other bank or trust company that is reasonably satisfactory to consummate the Registered Exchange Offer 20 business days after such commencement (provided that the Issuer has accepted all the Initial Purchasers) as trustee (the "Exchange Securities theretofore validly tendered Trustee"), such indenture to be identical in accordance all material respects to the Indenture, except for the transfer restrictions relating to the Securities (as described above). All references in this Agreement to "prospectus" and "Registration Statement" shall, except where the context otherwise requires, include any prospectus (or amendment or supplement thereto) and Registration Statement (or amendment thereto), respectively, filed with the terms Commission pursuant to Section 6 of the Registered Exchange Offer) and (ii) will be required to consummate the Registered Exchange Offer no later than 40 days after the date on which the Exchange Offer Registration Statement is declared effective, or such later date required by lawthis Agreement. Following the declaration of Upon the effectiveness of the Exchange Offer Registration Statement, the Issuer shall, as Company shall promptly as practicable, commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities (as defined in Section 6 hereof) electing to exchange the Initial Securities for Exchange Securities (assuming that such Holder (i) is not an affiliate of the Issuer within Company or an Exchanging Dealer (as defined herein) not complying with the meaning requirements of the next sentence, (ii) is not an Initial Purchaser holding Securities Actthat have, or that are reasonably likely to have, the status of an unsold allotment in an initial distribution, (iii) acquires the Exchange Securities in the ordinary course of such Xxxxxx’s Holder's business and (iv) has no arrangements or understandings with any person to participate in the distribution of the Exchange Securities Securities) and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States. The Issuer acknowledges Company, the Initial Purchasers and each Exchanging Dealer acknowledge that, pursuant to current interpretations by the Commission’s 's staff of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom, (i) each Holder which that is a broker-dealer electing to exchange Initial Securities, acquired for its own account as a result of market market-making activities or other trading activities, for Exchange Securities (an “"Exchanging Dealer”"), is required to deliver a prospectus containing substantially the information set forth in (a) Annex A hereto on the cover, (b) in Annex B hereto in the “"Exchange Offer Procedures” " section and the “"Purpose of the Exchange Offer” section, " section and (c) in 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 Registered Exchange Offer and (ii) an Initial Purchaser that elects to sell Securities (as defined below) acquired in exchange for Initial 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. The Issuer shall keep the Exchange Offer Registration Statement effective and shall 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 Securities; provided, however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or an Initial Purchaser, 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 Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Issuer 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 Securities for a period of not less than 180 days after the consummation of the Registered Exchange Offer (or such shorter period during which such persons are required by applicable law to deliver such prospectus)Offer. If, upon prior to the consummation of the Registered Exchange Offer, any Initial Purchaser Holder holds Initial any Securities acquired by it as part that have, or that are reasonably likely to be determined to have, the status of its an unsold allotment in an initial distribution, or any Holder is not entitled to participate in the IssuerRegistered Exchange Offer, the Company shall, upon the request of any such Holder, simultaneously with the delivery of the Exchange Securities pursuant to in the Registered Exchange Offer, shall issue and deliver to any such Initial Purchaser upon the written request of such Initial PurchaserHolder, in exchange (the “Private Exchange”) for the Initial Securities held by such Initial PurchaserHolder (the "Private Exchange"), a like aggregate principal amount of debt securities of the Issuer issued under Company and the Indenture and Subsidiary Guarantors (the "Private Exchange Securities") that are identical in all material respects (including to the existence of Exchange Securities, except for the transfer restrictions on transfer under the Securities Act and the securities laws of the several states of the United States, but excluding provisions relating to the matters described in Section 6 hereof) to the Initial Securities (the “such Private Exchange Securities”). The Initial Private Exchange Securities will be issued under the same indenture as the Exchange Securities, and the Exchange Securities and Company shall use commercially reasonable efforts to cause the Private Exchange Securities are herein collectively called to bear the “same CUSIP number as the Exchange Securities”. In connection with the Registered Exchange Offer, the Issuer Company shall:

Registered Exchange Offer. Unless not permitted by applicable law, the Issuer The Company shall prepare and use its commercially reasonable efforts to to, at its own cost, prepare and file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Exchange Offer Registration Statement”) on an appropriate form under the Securities Act of 1933, as amended (the “Securities Act”), with respect to a proposed offer (the “Registered Exchange 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 Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Initial Securities, a like aggregate principal amount of debt securities (the “Exchange Securities,” and together with the Initial Securities, the “Securities”) of the Issuer Company issued under the Indenture, substantially Indenture and identical in all material respects to the Initial Securities (except for the transfer restrictions relating to the Initial Securities and the provisions relating to the matters described in Section 6 hereof) and that would be registered under the Securities Act (the “Exchange Securities”)Act. The Issuer Company shall use its commercially reasonable efforts (i) to cause such Exchange Offer Registration Statement to become effective under the Securities Act on within 330 days (or prior to 365 days if the 330th day is not a business day, the first business day thereafter) after the date of original issue of the Initial Securities (the “Issue Date”) (such 365th day referred to in clause (i) being the “Exchange Offer Effectiveness Target Date”) and (ii) to shall keep the Exchange Offer Registration Statement effective for not less than 20 30 business days (or longer, if required by applicable law) after the date notice commencement of the Registered Exchange Offer is mailed to the Holders (such period being called the “Exchange Offer Registration Period”). The Company will use its commercially reasonable efforts to complete the Registered Exchange Offer not later than 395 days after the Issue Date. If the Issuer commences Company effects the Registered Exchange Offer, the Issuer (i) Company will be entitled to consummate close the Registered Exchange Offer 20 30 business days after such the commencement (thereof provided that the Issuer Company has accepted all the Initial Securities theretofore validly tendered and not properly withdrawn in accordance with the terms of the Registered Exchange Offer) and (ii) will be required to consummate the Registered Exchange Offer no later than 40 days after the date on which the Exchange Offer Registration Statement is declared effective, or such later date required by law. Following the declaration of the effectiveness of the Exchange Offer Registration Statement, the Issuer shall, as Company shall promptly as practicable, commence the Registered Exchange OfferOffer (but in any event not later than 30 days after such effectiveness), it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities (as defined in Section 6 hereof) electing to exchange the Initial Securities for Exchange Securities (assuming that such Holder is not an affiliate of the Issuer Company within the meaning of the Securities Act, acquires the Exchange Securities in the ordinary course of such XxxxxxHolder’s business and has no arrangements with any person to participate in the distribution of the Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United StatesAct. The Issuer 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 Initial Securities, acquired for its own account as a result of market making activities or other trading activities, for Exchange Securities (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 Description of the Exchange Offer” or similar section, and (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 Registered Exchange Offer and (ii) an Initial Purchaser that elects to sell Securities (as defined below) acquired in exchange for Initial 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 saleOffer. The Issuer Company shall use its commercially reasonable efforts to keep the Exchange Offer Registration Statement effective and shall 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 Securities; provided, however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or an Initial Purchasera Dealer Manager, such period shall be the lesser of 180 90 days and the date on which all Exchanging Dealers and the Initial Purchasers Dealer Managers have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j3(h) below) and (ii) the Issuer 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 Securities for a period of not less than 180 days after the consummation of the Registered Exchange Offer (or such shorter period during which such persons are required by applicable law to deliver such prospectus). If, upon consummation of the Registered Exchange Offer, any Initial Purchaser holds Initial Securities acquired by it as part of its initial distribution, the Issuer, simultaneously with the delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and deliver to such Initial Purchaser upon the written request of 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 Issuer issued under the Indenture and identical in all material respects (including the existence of restrictions on transfer under the Securities Act and the securities laws of the several states of the United States, but excluding provisions relating to the matters described in Section 6 hereof) to the Initial Securities (the “Private Exchange Securities”). The Initial Securities, the Exchange Securities and the Private Exchange Securities are herein collectively called the “Securities”. In connection with the Registered Exchange Offer, the Issuer Company shall:

Registered Exchange Offer. Unless not permitted by applicable lawlaw (after the Company has complied with the ultimate paragraph of this Section 1), the Issuer Company shall prepare and use its commercially reasonable efforts and, not later than 90 days (such 90th day being a “Filing Deadline”) after the date on which the Initial Purchasers purchase the Initial Securities pursuant to the Purchase Agreement (the “Closing Date”), file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Exchange Offer Registration Statement”) on an appropriate form under the Securities Act of 1933, as amended (the “Securities Act”), with respect to a proposed offer (the “Registered Exchange 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 Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Initial Securities, a like aggregate principal amount of debt securities of the Issuer issued under the Indenture, substantially identical in all material respects to the Initial Securities (except for the transfer restrictions relating to the Initial Securities and the provisions relating to the matters described in Section 6 hereof) and registered under the Securities Act (the “Exchange Securities”). The Issuer Company shall use its commercially reasonable efforts (i) use its reasonable best efforts to cause such Exchange Offer Registration Statement to become effective under the Securities Act on or prior to 365 within 180 days after the date of original issue of the Initial Securities (the “Issue Date”) Closing Date (such 365th 180th day referred to in clause (i) being the an “Exchange Offer Effectiveness Target DateDeadline”) and (ii) to keep the Exchange Offer Registration Statement effective for not less than 20 business 30 days (or longer, if required by applicable law) after the date notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “Exchange Offer Registration Period”). If the Issuer Company commences the Registered Exchange Offer, the Issuer Company (i) will be entitled to consummate the Registered Exchange Offer 20 business 30 days after such commencement (provided that the Issuer Company has accepted all the Initial Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer) and (ii) will be required to consummate the Registered Exchange Offer no later than 40 days on or prior to the 45th day after the date on which the Exchange Offer Registration Statement is declared effective, or such later date required by laweffective (the “Consummation Deadline”). Following As soon as practicable after the declaration of the effectiveness of the Exchange Offer Registration Statement, the Issuer shall, as promptly as practicable, Company shall commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities (as defined in Section 6 hereof) electing to exchange the Initial Securities for Exchange Securities (assuming that such Holder is not an affiliate of the Issuer Company within the meaning of the Securities Act, acquires the Exchange Securities in the ordinary course of such XxxxxxHolder’s business and has no arrangements with any person to participate in the distribution of the Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States. The Issuer 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 Initial Securities, acquired for its own account as a result of market making activities or other trading activities, for Exchange Securities (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 Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) an Initial Purchaser that elects to sell Securities (as defined below) acquired in exchange for Initial Securities constituting any portion of an unsold allotment allotment, is required to deliver a prospectus containing the information required by Items Item 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale. The Issuer Company shall use its reasonable best efforts to keep the Exchange Offer Registration Statement effective and shall 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 Securities; provided, however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or an Initial Purchaser, such period shall be the lesser of 180 days and or the date on which all Exchanging Dealers and the Initial Purchasers have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Issuer 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 Securities for a period of not less than 180 days after the consummation of the Registered Exchange Offer (or such shorter period during which such persons are required by applicable law to deliver such prospectus)Offer. If, upon consummation of the Registered Exchange Offer, any Initial Purchaser holds Initial Securities acquired by it as part of its initial distribution, the IssuerCompany, simultaneously with the delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and deliver to such Initial Purchaser upon the written request of 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 Issuer issued under the Indenture and identical in all material respects (including the existence of restrictions on transfer under the Securities Act and the securities laws of the several states of the United States, but excluding provisions relating to the matters described in Section 6 hereof) to the Initial Securities (the “Private Exchange Securities”). The Initial Securities, the Exchange Securities and the Private Exchange Securities are herein collectively called the “Securities”. In connection with the Registered Exchange Offer, the Issuer Company shall:

Registered Exchange Offer. Unless not permitted by applicable lawlaw (after the Issuer has complied with the ultimate paragraph of this Section 1), the Issuer shall prepare and use its commercially reasonable efforts and, not later than 90 days (such 90th day being a "Filing Deadline") after the date on which the Initial Purchasers purchase the Initial Securities pursuant to the Purchase Agreement (the "Closing Date"), file with the Securities and Exchange Commission (the “"Commission”") a registration statement (the “"Exchange Offer Registration Statement”") on an appropriate form under the Securities Act of 1933, as amended (the “"Securities Act”"), with respect to a proposed offer (the “"Registered Exchange 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 Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Initial Securities, a like aggregate principal amount of debt securities of the Issuer issued under the Indenture, substantially identical in all material respects to the Initial Securities (except for the transfer restrictions relating to the Initial Securities and the provisions relating to the matters described in Section 6 hereof) and registered under the Securities Act (the “"Exchange Securities”"). The Issuer shall use its commercially reasonable efforts to (i) to cause such Exchange Offer Registration Statement to become effective under the Securities Act on or prior to 365 within 210 days after the date of original issue of the Initial Securities (the “Issue Date”) Closing Date (such 365th 210th day referred to in clause (i) being the “Exchange Offer an "Effectiveness Target Date”Deadline") and (ii) to keep the Exchange Offer Registration Statement effective for not less than 20 business 30 days (or longer, if required by applicable law) after the date notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “"Exchange Offer Registration Period”"). If the Issuer commences the Registered Exchange Offer, the Issuer (i) will be entitled to consummate the Registered Exchange Offer 20 business 30 days after such commencement (provided that the Issuer has accepted all the Initial Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer) and (ii) will be required to consummate the Registered Exchange Offer no later than 40 50 days after the date on which the Exchange Offer Registration Statement is declared effective, or effective (such later date required by law50th day being the "Consummation Deadline"). Following the declaration of the effectiveness of the Exchange Offer Registration Statement, the Issuer shall, as shall promptly as practicable, commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities (as defined in Section 6 hereof) electing to exchange the Initial Securities for Exchange Securities (assuming that such Holder is not an affiliate of the Issuer within the meaning of the Securities Act, acquires the Exchange Securities in the ordinary course of such Xxxxxx’s Holder's business and has no arrangements with any person to participate in the distribution of the Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States. The Issuer acknowledges that, pursuant to current interpretations by the Commission’s '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 Initial Securities, acquired for its own account as a result of market making activities or other trading activities, for Exchange Securities (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 Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) an Initial Purchaser that elects to sell Securities (as defined below) acquired in exchange for Initial Securities constituting any portion of an unsold allotment allotment, is required to deliver a prospectus containing the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale. The Issuer shall use its reasonable efforts to keep the Exchange Offer Registration Statement effective and shall 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 Securities; provided, however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or an Initial Purchaser, 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 Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Issuer 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 Securities for a period of not less than 180 days after the consummation of the Registered Exchange Offer (or such shorter period during which such persons are required by applicable law to deliver such prospectus)Offer. If, upon consummation of the Registered Exchange Offer, any Initial Purchaser holds Initial Securities acquired by it as part of its initial distribution, the Issuer, simultaneously with the delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and deliver to such Initial Purchaser upon the written request of 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 Issuer issued under the Indenture and identical in all material respects (including the existence of restrictions on transfer under the Securities Act and the securities laws of the several states of the United States, but excluding provisions relating to the matters described in Section 6 hereof) to the Initial Securities (the “"Private Exchange Securities”"). The Initial Securities, the Exchange Securities and the Private Exchange Securities are herein collectively called the “"Securities”". In connection with the Registered Exchange Offer, the Issuer shall:

Registered Exchange Offer. Unless The Company and the Guarantors shall (i) prepare and, not permitted by applicable lawlater than 180 days following the date of original issuance of the Securities (the "Issue Date"), the Issuer shall prepare and use its commercially reasonable efforts to file with the Securities and Exchange Commission (the “"Commission”") a registration statement (the “"Exchange Offer Registration Statement”") on an appropriate form under the Securities Act of 1933, as amended (the “"Securities Act”"), with respect to a proposed offer (the “Registered Exchange Offer”) to the Holders of the 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 "Registered Exchange Offer, ") to issue and deliver to such Holders, in exchange for the Initial Transfer Restricted Securities, a like aggregate principal amount of debt securities of the Issuer issued under Company (the Indenture, substantially "Exchange Securities") that are identical in all material respects to the Initial Securities (Transfer Restricted Securities, except for the transfer restrictions relating to the Initial Securities and the provisions relating to the matters described in Section 6 hereofSecurities, (ii) and registered under the Securities Act (the “Exchange Securities”). The Issuer shall use its commercially their respective reasonable best efforts (i) to cause such the Exchange Offer Registration Statement to become effective under the Securities Act on or prior to 365 no later than 240 days after the date of original issue of Issue Date and the Initial Securities (the “Issue Date”) (such 365th day referred to in clause (i) being the “Registered Exchange Offer Effectiveness Target Date”) to be consummated no later than 270 days after the Issue Date and (iiiii) to keep the Exchange Offer Registration Statement effective for not less than 20 business days (or longer, if required by applicable law) after the date on which notice of the Registered Exchange Offer is first mailed to the Holders (such period being called the “"Exchange Offer Registration Period”"). If The Exchange Securities and the Issuer commences the Registered Private Exchange OfferSecurities (as defined below, the Issuer (iif any) will be entitled issued under the Indenture or an indenture (the "Exchange Securities Indenture") among the Company, the Guarantors and the Trustee or such other bank or trust company that is reasonably satisfactory to consummate the Registered Exchange Offer 20 business days after such commencement (provided that the Issuer has accepted all the Initial Purchasers, as trustee (the "Exchange Securities theretofore validly tendered Trustee"), such indenture to be identical in accordance with all material respects to the terms of Indenture, except for the Registered transfer restrictions relating to the Transfer Restricted Securities. References herein to Securities, Exchange OfferSecurities, Transfer Restricted Securities and Private Exchange Securities (as defined herein) and (ii) will shall be required deemed to consummate include the Registered Exchange Offer no later than 40 days after the date on which the Exchange Offer Registration Statement is declared effective, or such later date required by lawguarantees relating thereto. Following the declaration of Upon the effectiveness of the Exchange Offer Registration Statement, the Issuer shall, as Company and the Guarantors shall promptly as practicable, commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities (as defined in Section 6 hereof) electing to exchange the Initial Transfer Restricted Securities for Exchange Securities (assuming that such Holder (a) is not an affiliate of the Issuer within Company or the meaning Guarantors or an Exchanging Dealer (as defined herein) not complying with the requirements of the next sentence, (b) is not an Initial Purchaser with Securities Actthat have the status of an unsold allotment in an initial distribution, (c) acquires the Exchange Securities in the ordinary course of such Xxxxxx’s Holder's business and (d) has no arrangements or understandings with any person to participate in the distribution of the Exchange Securities Securities) and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States. The Issuer acknowledges Company, the Guarantors, the Initial Purchasers and each Exchanging Dealer acknowledge that, pursuant to current interpretations by the Commission’s 's staff of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom, (i) each Holder which that is a broker-broker- dealer electing to exchange Initial Securities, acquired for its own account as a result of market market-making activities or other trading activities, for Exchange Securities (an “"Exchanging Dealer”"), is required to deliver a prospectus containing substantially the information set forth in (a) Annex A hereto on the cover, (b) in Annex B hereto in the “"Exchange Offer Procedures” " section and the “"Purpose of the Exchange Offer” section, " section and (c) in 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 Registered Exchange Offer and (ii) an if any Initial Purchaser that elects to sell Private Exchange Securities (as defined below) acquired in exchange for Initial Securities constituting any portion of an unsold allotment allotment, it is required to deliver a prospectus containing the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale. The Issuer shall keep Act and the Exchange Offer Registration Statement effective and shall 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 Securities; provided, however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or an Initial Purchaser, 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 Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Issuer shall make such prospectus and any amendment or supplement thereto available to any broker"Regulation S-dealer for use in connection with any resale of any Exchange Securities for a period of not less than 180 days after the consummation of the Registered Exchange Offer (or such shorter period during which such persons are required by applicable law to deliver such prospectusK"). If, upon prior to the consummation of the Registered Exchange Offer, any Initial Purchaser Holder holds Initial any Securities acquired by it as part of its initial distributionthat have, or that are reasonably likely to be determined to have, the Issuerstatus of an unsold allotment in the initial distribution of the Securities, or any Holder is not entitled to participate in the Registered Exchange Offer, the Company and the Guarantors shall, upon the request of any such Holder, simultaneously with the delivery of the Exchange Securities pursuant to in the Registered Exchange Offer, shall issue and deliver to any such Initial Purchaser upon the written request of such Initial PurchaserHolder, in exchange (the “Private Exchange”) for the Initial Securities held by such Initial PurchaserHolder (the "Private Exchange"), a like aggregate principal amount of debt securities of the Issuer issued under Company (the Indenture and "Private Exchange Securities") that are identical in all material respects (including to the existence of Exchange Securities, except for the transfer restrictions on transfer under the Securities Act and the securities laws of the several states of the United States, but excluding provisions relating to the matters described in Section 6 hereof) to the Initial Securities (the “such Private Exchange Securities”). The Initial Private Exchange Securities will be issued under the same indenture as the Exchange Securities, and the Exchange Securities Company and the Guarantors shall use their reasonable best efforts to cause the Private Exchange Securities are herein collectively called to bear the “same CUSIP number as the Exchange Securities”. In connection with the Registered Exchange Offer, the Issuer Company and the Guarantors shall:

Registered Exchange Offer. Unless The Company shall, at its own cost, prepare and, not permitted by applicable lawlater than 90 days after (or if the 90th day is not a business day, the Issuer shall prepare and use its commercially reasonable efforts to first business day thereafter) the date of original issue of the Initial Securities (the “Issue Date” and, such 90th day, the “Exchange Offer Filing Deadline”), file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Exchange Offer Registration Statement”) on an appropriate form under the Securities Act of 1933, as amended (the “Securities Act”), with respect to a proposed offer (the “Registered Exchange 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 Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Initial Securities, a like aggregate principal amount of debt securities (the “Exchange Securities”) of the Issuer Issuer, with Guarantees endorsed thereon by the Guarantors, issued under the Indenture, substantially Indenture and identical in all material respects to the Initial Securities (except for the transfer restrictions relating to the Initial Securities and the provisions relating to the matters described in Section 6 hereof) and that would be registered under the Securities Act (the “Exchange Securities”)Act. The Issuer Company shall use its commercially reasonable best efforts (i) to cause such Exchange Offer Registration Statement to become effective under the Securities Act on within 150 days (or prior to 365 days if the 150th day is not a business day, the first business day thereafter) after the date of original issue Issue Date of the Initial Securities (the “Issue Date”) (such 365th day referred to in clause (i) being 150th day, the “Exchange Offer Effectiveness Target DateDeadline”) and (ii) to shall keep the Exchange Offer Registration Statement effective for not less than 20 business days (or longer, if required by applicable law) after the date notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “Exchange Offer Registration Period”). If the Issuer commences Company effects the Registered Exchange Offer, the Issuer (i) Company will be entitled to consummate close the Registered Exchange Offer 20 no later than 30 business days after the Exchange Offer Effectiveness Deadline (such commencement (30th business day after the Exchange Offer Effectiveness Deadline, the “Exchange Offer Consummation Deadline”), provided that the Issuer Company has accepted all the Initial Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer) and (ii) will be required to consummate the Registered Exchange Offer no later than 40 days after the date on which the Exchange Offer Registration Statement is declared effective, or such later date required by law. Following the declaration of the effectiveness of the Exchange Offer Registration Statement, the Issuer shall, as Company shall promptly as practicable, commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities (as defined in Section 6 hereof) electing to exchange the Initial Securities for Exchange Securities (assuming that such Holder is not an affiliate of the Issuer Company within the meaning of the Securities Act, acquires the Exchange Securities in the ordinary course of such XxxxxxHolder’s business and has no arrangements with any person to participate in the distribution of the Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States. The Issuer 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 Initial Securities, acquired for its own account as a result of market making activities or other trading activities, for Exchange Securities (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 Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) an Initial Purchaser that elects to sell Exchange Securities (as defined below) acquired in exchange for Initial Securities constituting any portion of an unsold allotment is required to deliver a prospectus containing the information required by Items 507 or and 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale. The Issuer Company shall use its best efforts to keep the Exchange Offer Registration Statement effective and shall 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 Securities; provided, however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or an Initial Purchaser, 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 Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Issuer Company shall make such prospectus and any amendment or supplement thereto thereto, available to any broker-dealer for use in connection with any resale of any Exchange Securities for a period of not less than 180 90 days after the consummation of the Registered Exchange Offer (or such shorter period during which such persons are required by applicable law to deliver such prospectus)Offer. If, upon consummation of the Registered Exchange Offer, any Initial Purchaser holds Initial Securities acquired by it as part of its initial distribution, the IssuerCompany, simultaneously with the delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and deliver to such Initial Purchaser upon the written request of such Initial Purchaser, in exchange (the “Private Exchange”) for the Initial Securities held by such the Initial Purchaser, a like principal amount of debt securities of the Issuer Issuer, with Guarantees endorsed thereon by the Guarantors, issued under the Indenture and identical in all material respects (including the existence of restrictions on transfer under the Securities Act and the securities laws of the several states of the United States, but excluding provisions relating to the matters described in Section 6 hereof) to the Initial Securities (the “Private Exchange Securities”). The Initial Securities, the Exchange Securities and the Private Exchange Securities are herein collectively called the “Securities”. In connection with the Registered Exchange Offer, the Issuer Company shall:

Registered Exchange Offer. Unless not permitted by applicable lawThe Company shall, the Issuer shall at its own cost, prepare and use its commercially reasonable best efforts to to, not later than 180 days (or if the 180th day is not a business day, the first business day thereafter) after the date of original issue of the Initial Securities (the "Issue Date"), file with the Securities and Exchange Commission (the “"Commission”") a registration statement (the “"Exchange Offer Registration Statement”") on an appropriate form under the Securities Act of 1933, as amended (the “"Securities Act”"), with respect to a proposed offer (the “"Registered Exchange Offer”") to the those Holders of Initial Securities that are Transfer Restricted Securities (as defined in Section 6 hereof), ) who are not prohibited by any law or policy or interpretation of the Commission or its staff from participating in the Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Initial Securities, a like aggregate principal amount of debt securities (the "Exchange Securities") of the Issuer Issuers issued under the Indenture, substantially Indenture and identical in all material respects to the Initial Securities (except for the transfer restrictions relating to the Initial Securities and the provisions relating to the matters described in Section 6 hereof) and that would be registered under the Securities Act (the “Exchange Securities”)Act. The Issuer Company shall use its commercially reasonable best efforts (i) to cause such Exchange Offer Registration Statement to become effective under the Securities Act on within 210 days (or prior to 365 days if the 210th day is not a business day, the first business day thereafter) after the date of original issue Issue Date of the Initial Securities (the “Issue Date”) (such 365th day referred to in clause (i) being the “Exchange Offer Effectiveness Target Date”) and (ii) to keep the Exchange Offer Registration Statement effective for not less than 20 10 business days (or longer, if required by applicable law) after the date notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “"Exchange Offer Registration Period”"). For purposes hereof, "business day" shall mean any day other than a Saturday or Sunday, and other than a holiday on which the Commission shall not be open for the transaction of business. If the Issuer commences Company effects the Registered Exchange Offer, the Issuer (i) Company will be entitled to consummate close the Registered Exchange Offer 20 business days after such commencement (on the last day of the Exchange Offer Registration Period, provided that the Issuer Company has accepted all the Initial Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer) and (ii) will be required to consummate the Registered Exchange Offer no later than 40 days after the date on which the Exchange Offer Registration Statement is declared effective, or such later date required by law. Following the declaration of the effectiveness of the Exchange Offer Registration Statement, the Issuer shall, as Company shall promptly as practicable, commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer Offer, subject to the terms and conditions hereof, to enable each Holder of Initial Securities that are Transfer Restricted Securities (as defined in Section 6 hereof) electing to exchange the Initial Securities for Exchange Securities (assuming that such Holder is not an affiliate of the Issuer Company within the meaning of the Securities Act, acquires the Exchange Securities in the ordinary course of such Xxxxxx’s Holder's business and has no arrangements with any person to participate in the distribution of the Exchange Securities and is not prohibited by any law or policy or interpretation of the Commission or its staff from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United StatesAct. The Issuer acknowledges Company and the Initial Purchasers acknowledge that, pursuant to current interpretations by the Commission’s 's staff of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom, (i) each Holder which that is a broker-dealer electing to exchange Initial SecuritiesSecurities in the Registered Exchange Offer, acquired for its own account as a result of market making activities or other trading activities, for Exchange Securities (an “Exchanging a "Participating Broker-Dealer”"), is required to deliver a prospectus containing information substantially to the information effect set forth in (a) Annex A hereto on the coverhereto, (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 appropriate sections of such prospectus in connection with a sale of any such Exchange Securities received by such Exchanging Participating Broker-Dealer pursuant to the Registered Exchange Offer and (ii) an Initial Purchaser that elects to sell Private Exchange Securities (as defined below) acquired in exchange for Initial Securities constituting any portion of an unsold allotment allotment, is required to deliver a prospectus containing the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale. The Issuer Company shall use its reasonable best efforts to keep the Exchange Offer Registration Statement effective and shall to amend and supplement the prospectus contained therein, in order to permit such prospectus to be lawfully delivered by all persons dealers subject to the prospectus delivery requirements of Section 4(3) of the Securities Act and Rule 174 thereunder (for such period of time as shall be required thereby for such persons must comply with such requirements delivery 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 an Exchanging Dealer or an Initial Purchaser, 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 Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Issuer shall make such prospectus and any amendment or supplement thereto available to any brokerParticipating Broker-dealer Dealer for use in connection with any resale of any Exchange Securities Securities, in either case for a period of not less more than 180 90 days after the consummation of the Registered Exchange Offer (or such shorter period during which such persons are required by applicable law to deliver such prospectus)Offer. If, upon consummation of the Registered Exchange Offer, any Initial Purchaser holds Initial Securities acquired by it as part of its initial distribution, the IssuerIssuers, simultaneously with the delivery of the Exchange Securities pursuant to the Registered Exchange Offer, . shall issue and deliver to such Initial Purchaser upon the written request of 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 Issuer Issuers issued under the Indenture and identical in all material respects (including the existence of restrictions on transfer under the Securities Act and the securities laws of the several states of the United States, but excluding provisions relating to the matters described in Section 6 hereof) to the Initial Securities (the “"Private Exchange Securities”"). The Initial Securities, the Exchange Securities and the Private Exchange Securities are herein collectively called the “"Securities”". In connection with the Registered Exchange Offer, the Issuer Company shall:

Registered Exchange Offer. Unless the Registered Exchange Offer (as defined herein) shall not be permitted by applicable federal law, the Issuer Company shall (i) prepare and use its commercially reasonable efforts to and, not later than 60 days following the date of original issuance of the Securities (the "Issue Date"), file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “"Exchange Offer Registration Statement”") on an appropriate form under the Securities Act of 1933, as amended (the “Securities Act”), with respect to a proposed offer (the “Registered Exchange Offer”) to the Holders of Transfer Restricted the Securities and the Guarantees (as defined in Section 6 hereof), who are not prohibited by any law or policy of the Commission from participating in the "Registered Exchange Offer, ") to issue and deliver to such Holders, in exchange for the Initial SecuritiesSecurities and the Guarantees, a like aggregate principal amount of debt securities of the Issuer issued under Company and guarantees thereof by the Indenture, substantially Guarantors (the "Exchange Securities") that are identical in all material respects to the Initial Securities (Securities, except for the transfer restrictions relating to the Initial Securities and the provisions relating to the matters described in Section 6 hereofSecurities, (ii) and registered under the Securities Act (the “Exchange Securities”). The Issuer shall use its commercially reasonable efforts (i) to cause such the Exchange Offer Registration Statement to become effective under the Securities Act on or prior to 365 no later than 120 days after the date of original issue of Issue Date and the Initial Securities (the “Issue Date”) (such 365th day referred to in clause (i) being the “Registered Exchange Offer Effectiveness Target Date”) to be consummated no later than 150 days after the Issue Date and (iiiii) to keep the Exchange Offer Registration Statement effective for not less than 20 business days (or longer, if required by applicable law) after the date on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “"Exchange Offer Registration Period”"). If The Exchange Securities will be issued under the Issuer commences Indenture or an indenture (the Registered "Exchange OfferSecurities Indenture") between the Company, the Issuer (i) will be entitled Guarantors and the Trustee or such other bank or trust company that is reasonably satisfactory to consummate the Registered Exchange Offer 20 business days after such commencement (provided that the Issuer has accepted all the Initial Purchasers, as trustee (the "Exchange Securities theretofore validly tendered Trustee"), such indenture to be identical in accordance with all material respects to the terms of Indenture, except for the Registered Exchange Offer) and transfer restrictions relating to the Securities (ii) will be required to consummate the Registered Exchange Offer no later than 40 days as described above). As soon as practicable after the date on which the Exchange Offer Registration Statement is declared effective, or such later date required by law. Following the declaration of the effectiveness of the Exchange Offer Registration Statement, the Issuer shall, as Company shall promptly as practicable, commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities (as defined in Section 6 hereof) electing to exchange the Initial Securities for Exchange Securities (assuming that such Holder (a) is not an affiliate of the Issuer within Company or an Exchanging Dealer (as defined herein) not complying with the meaning requirements of the next sentence, (b) is not an Initial Purchaser holding Securities Actthat have, or that are reasonably likely to have, the status of an unsold allotment in an initial distribution, (c) acquires the Exchange Securities in the ordinary course of such Xxxxxx’s Holder's business and (d) has no arrangements or understandings with any person to participate in the distribution of the Exchange Securities Securities) and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States. The Issuer acknowledges Company, the Guarantors, the Initial Purchasers and each Exchanging Dealer acknowledge that, pursuant to current interpretations by the Commission’s 's staff of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom, (i) each Holder which that is a broker-dealer electing to exchange Initial Securities, acquired for its own account as a result of market market-making activities or other trading activities, for Exchange Securities (an “"Exchanging Dealer”"), is required to deliver a prospectus containing substantially the information set forth in (a) Annex A hereto on the cover, (b) in Annex B hereto in the “"Exchange Offer Procedures” " section and the “"Purpose of the Exchange Offer” section, " section and (c) in 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 Registered Exchange Offer and (ii) an Initial Purchaser that elects to sell Securities (as defined below) acquired in exchange for Initial 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. The Issuer shall keep the Exchange Offer Registration Statement effective and shall 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 Securities; provided, however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or an Initial Purchaser, 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 Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Issuer 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 Securities for a period of not less than 180 days after the consummation of the Registered Exchange Offer (or such shorter period during which such persons are required by applicable law to deliver such prospectus)Offer. If, upon prior to the consummation of the Registered Exchange Offer, any Initial Purchaser Holder holds Initial any Securities acquired by it as part that have, or that are reasonably likely to be determined to have, the status of its an unsold allotment in an initial distribution, or any Holder is not entitled to participate in the IssuerRegistered Exchange Offer, simultaneously with the Company shall, upon the request of any such Holder, by notice to the Company within 30 days of the Registered Exchange Offer, no later than 30 days after the delivery of the Exchange Securities pursuant to in the Registered Exchange Offer, shall issue and deliver to any such Initial Purchaser upon the written request of such Initial PurchaserHolder, in exchange (the “Private Exchange”) for the Initial Securities held by such Initial PurchaserHolder (the "Private Exchange"), a like aggregate principal amount of debt securities of the Issuer issued under Company and guarantees thereof by the Indenture and Guarantors (the "Private Exchange Securities") that are identical in all material respects (including to the existence of Exchange Securities, except for the transfer restrictions on transfer under the Securities Act and the securities laws of the several states of the United States, but excluding provisions relating to the matters described in Section 6 hereof) to the Initial Securities (the “such Private Exchange Securities”). The Initial Private Exchange Securities will be issued under the same indenture as the Exchange Securities, and the Exchange Securities and Company shall use its reasonable best efforts to cause the Private Exchange Securities are herein collectively called to bear the “same CUSIP number as the Exchange Securities”. In connection with the Registered Exchange Offer, the Issuer Company shall:

Registered Exchange Offer. Unless not permitted by applicable law, the Issuer The Company shall prepare and (i) use its ------------------------- commercially reasonable efforts to prepare and, not later than 60 days following the date of original issuance of the Securities (the "Issue Date"), to file with ---------- the Securities and Exchange Commission (the “Commission”) a registration statement (the “"Exchange Offer Registration --------------------------- Statement”") on an appropriate form under the Securities Act of 1933, as amended (the “Securities Act”), with respect to a --------- proposed offer (the “Registered Exchange Offer”) to the Holders of Transfer Restricted the Securities (as defined in Section 6 hereof), who are not prohibited by any law or policy of the Commission from participating in the "Registered Exchange ------------------- Offer, ") to issue and deliver to such Holders, in exchange for the Initial Securities, a ----- like aggregate principal amount of debt securities of the Issuer issued under Company (the Indenture, substantially "Exchange -------- Securities") that are identical in all material respects to the Initial Securities ---------- (except for that the Exchange Securities will not contain terms with respect to transfer restrictions relating or additional interest upon certain failures to the Initial Securities and the provisions relating to the matters described in Section 6 hereofcomply with this Agreement), (ii) and registered under the Securities Act (the “Exchange Securities”). The Issuer shall use its commercially reasonable efforts (i) to cause such the Exchange Offer Registration Statement to become effective under the Securities Act on or prior to 365 no later than 180 days after the date of original issue of Issue Date and the Initial Securities (the “Issue Date”) (such 365th day referred to in clause (i) being the “Registered Exchange Offer Effectiveness Target Date”) to be consummated no later than 180 days after the Issue Date and (iiiii) to keep the Exchange Offer Registration Statement effective for not less than 20 business 30 days (or longer, if required by applicable law) after the date on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “"Exchange Offer Registration Period”"). If The Exchange Securities will ---------------------------------- be issued under the Issuer commences Indenture or an indenture (the Registered "Exchange Offer, Securities ------------------- Indenture") between the Issuer (i) will be entitled Company and the Trustee or such other bank or trust --------- company that is reasonably satisfactory to consummate the Registered Exchange Offer 20 business days after such commencement (provided that the Issuer has accepted all the Initial Purchasers, as trustee (the "Exchange Securities theretofore validly tendered Trustee"), such indenture to be identical in accordance with all --------------------------- material respects to the terms of Indenture, except for the Registered Exchange Offer) and transfer restrictions relating to the Securities (ii) will be required to consummate the Registered Exchange Offer no later than 40 days after the date on which the Exchange Offer Registration Statement is declared effective, or such later date required by lawas described above). Following the declaration of Upon the effectiveness of the Exchange Offer Registration Statement, the Issuer shall, as Company shall promptly as practicable, commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities (as defined in Section 6 hereof) electing to exchange the Initial Securities for Exchange Securities (assuming that such Holder (a) is not an affiliate of the Issuer within Company or an Exchanging Dealer (as defined herein) not complying with the meaning requirements of the next sentence, (b) is not an Initial Purchaser holding Securities Actthat have, or that are reasonably likely to have, the status of an unsold allotment in an initial distribution, (c) acquires the Exchange Securities in the ordinary course of such Xxxxxx’s Holder's business and (d) has no arrangements or understandings with any person to participate in the distribution of the Exchange Securities Securities) and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States. The Issuer acknowledges Company, the Initial Purchasers and each Exchanging Dealer acknowledge that, pursuant to current interpretations by the Commission’s 's staff of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom, (i) each Holder which that is a broker-dealer electing to exchange Initial Securities, acquired for its own account as a result of market market-making activities or other trading activities, for Exchange Securities (an “"Exchanging Dealer”"), is required to deliver a ----------------- prospectus containing substantially the information set forth in (a) Annex A hereto on the cover, (b) in Annex B hereto in the “"Exchange Offer Procedures” " section and the “"Purpose of the Exchange Offer” section, " section and (c) in 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 Registered Exchange Offer and (ii) an Initial Purchaser that elects to sell Securities (as defined below) acquired in exchange for Initial 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. The Issuer shall keep the Exchange Offer Registration Statement effective and shall 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 Securities; provided, however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or an Initial Purchaser, 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 Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Issuer 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 Securities for a period of not less than 180 days after the consummation of the Registered Exchange Offer (or such shorter period during which such persons are required by applicable law to deliver such prospectus)Offer. If, upon prior to the consummation of the Registered Exchange Offer, any Initial Purchaser Holder holds Initial any Securities acquired by it as part that have, or that are reasonably likely to be determined to have, the status of its an unsold allotment in an initial distribution, or any Holder is not entitled to participate in the IssuerRegistered Exchange Offer, the Company shall, upon the request of any such Holder, simultaneously with the delivery of the Exchange Securities pursuant to in the Registered Exchange Offer, shall issue and deliver to any such Initial Purchaser upon the written request of such Initial PurchaserHolder, in exchange (the “Private Exchange”) for the Initial Securities held by such Initial PurchaserHolder (the "Private Exchange"), a like aggregate ---------------- principal amount of debt securities of the Issuer issued under Company (the Indenture and "Private Exchange ---------------- Securities") that are identical in all material respects (including to the existence of Exchange ---------- Securities, except for the transfer restrictions on transfer under the Securities Act and the securities laws of the several states of the United States, but excluding provisions relating to the matters described in Section 6 hereof) to the Initial Securities (the “such Private Exchange Securities”). The Initial Private Exchange Securities will be issued under the same indenture as the Exchange Securities, and the Exchange Securities and Company shall use its commercially reasonable efforts to cause the Private Exchange Securities are herein collectively called to bear the “same CUSIP numbers as the Exchange Securities”. In connection with the Registered Exchange Offer, the Issuer Company shall:

Registered Exchange Offer. Unless The Company shall, at its own cost, prepare and, not permitted by applicable lawlater than 60 days after (or if the 60th day is not a business day, the Issuer shall prepare and use its commercially reasonable efforts to first business day thereafter) the date of original issue of the Initial Securities (the "Issue Date"), file with the Securities and Exchange Commission (the “"Commission”") a registration statement (the “"Exchange Offer Registration Statement”") on an appropriate form under the Securities Act of 1933, as amended (the “"Securities Act”"), with respect to a proposed offer (the “"Registered Exchange 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 Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Initial Securities, a like aggregate principal amount of debt securities (the "Exchange Securities") of the Issuer Company issued under the Indenture, substantially Indenture and identical in all material respects to the Initial Securities (except for the transfer restrictions relating to the Initial Securities and the provisions relating to the matters described in Section 6 hereof) and that would be registered under the Securities Act (the “Exchange Securities”)Act. The Issuer Company shall use its commercially reasonable best efforts (i) to cause such Exchange Offer Registration Statement to become effective under the Securities Act on within 135 days (or prior to 365 days if the 135th day is not a business day, the first business day thereafter) after the date of original issue Issue Date of the Initial Securities (the “Issue Date”) (such 365th day referred to in clause (i) being the “Exchange Offer Effectiveness Target Date”) and (ii) to shall keep the Exchange Offer Registration Statement effective for not less than 20 30 business days (or longer, if required by applicable law) after the date notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “Exchange Offer Registration Period”)Holders. If the Issuer commences Company effects the Registered Exchange Offer, the Issuer (i) Company will be entitled to consummate close the Registered Exchange Offer 20 30 business days after such the commencement (thereof provided that the Issuer Company has accepted all the Initial Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer) and (ii) will be required to consummate the Registered Exchange Offer no later than 40 days after the date on which the Exchange Offer Registration Statement is declared effective, or such later date required by law. Following the declaration of the effectiveness of the Exchange Offer Registration Statement, the Issuer shall, as Company shall promptly as practicable, (but in no event later than 30 business days thereafter) commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities (as defined in Section 6 hereof) electing to exchange the Initial Securities for Exchange Securities (assuming that such Holder is not an affiliate of the Issuer Company within the meaning of the Securities Act, acquires the Exchange Securities in the ordinary course of such Xxxxxx’s Holder's business and has no arrangements with any person to participate xxxxicipate in the distribution of the Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States. The Issuer Company acknowledges that, pursuant to current interpretations by the Commission’s 's staff of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom, (i) each Holder which that is a broker-dealer electing to exchange Initial Securities, acquired for its own account as a result of market making activities or other trading activities, for Exchange Securities (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, " section and (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 Registered Exchange Offer and (ii) an Initial Purchaser that elects to sell Exchange Securities (as defined below) acquired in exchange for Initial 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. The Issuer Company shall use its reasonable best efforts to keep the Exchange Offer Registration Statement effective and shall 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 Securities; provided, however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or an the Initial Purchaser, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers and the Initial Purchasers Purchaser have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Issuer 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 Securities for a period of not less than 180 90 days after the consummation of the Registered Exchange Offer (or such shorter period during which such persons are required by applicable law to deliver such prospectus)Offer. If, upon consummation of the Registered Exchange Offer, any the Initial Purchaser holds Initial Securities acquired by it as part of its initial distribution, the IssuerCompany, simultaneously with the delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and deliver to such the Initial Purchaser upon the written request of such the Initial Purchaser, in exchange (the “"Private Exchange”") for the Initial Securities held by such the Initial Purchaser, a like principal amount of debt securities of the Issuer Company issued under the Indenture and identical in all material respects (including the existence of restrictions on transfer under the Securities Act and the securities laws of the several states of the United States, but excluding provisions relating to the matters described in Section 6 hereof) to the Initial Securities (the “"Private Exchange Securities”"). The Initial Securities, the Exchange Securities and the Private Exchange Securities are herein collectively called the “"Securities”". In connection with the Registered Exchange Offer, the Issuer Company shall:

Registered Exchange Offer. Unless not permitted by applicable lawlaw (after the Company has complied with the ultimate paragraph of this Section 1), the Issuer Company shall prepare and use its commercially reasonable best efforts to prepare and, not later than 90 days (such 90th day being the "FILING DEADLINE") after the date on which the Initial Purchasers purchase the Initial Securities pursuant to the Purchase Agreement (the "CLOSING DATE"), file with the Securities and Exchange Commission (the “Commission”"COMMISSION") a registration statement (the “Exchange Offer Registration Statement”"EXCHANGE OFFER REGISTRATION STATEMENT") on an appropriate form under the Securities Act of 1933, as amended 1933 (the “Securities Act”"SECURITIES ACT"), with respect to a proposed offer (the “Registered Exchange Offer”"REGISTERED EXCHANGE 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 Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Initial Securities, a like aggregate principal amount of debt securities of the Issuer Issuer, with like Guaranties from the Guarantors, issued under the Indenture, substantially identical in all material respects (except that the Exchange Securities will not contain terms with respect to transfer restrictions) to the Initial Securities (except for the transfer restrictions relating to the Initial Securities and the provisions relating to the matters described in Section 6 hereof) and registered under the Securities Act (the “Exchange Securities”"EXCHANGE SECURITIES"). The Issuer Company shall use its commercially reasonable best efforts to (i) to cause such Exchange Offer Registration Statement to become effective under the Securities Act on or prior to 365 within 180 days after the date of original issue of the Initial Securities (the “Issue Date”) Closing Date (such 365th 180th day referred to in clause (i) being the “Exchange Offer Effectiveness Target Date”an "EFFECTIVENESS DEADLINE") and (ii) to keep the Exchange Offer Registration Statement effective for not less than 20 business 30 days (or longer, if required by applicable law) after the date notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “Exchange Offer Registration Period”"EXCHANGE OFFER REGISTRATION PERIOD"). If the Issuer Company commences the Registered Exchange Offer, the Issuer Company (i) will be entitled to consummate the Registered Exchange Offer 20 business 30 days after such commencement (provided that the Issuer Company has accepted all the Initial Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer) and (ii) will be required to consummate the Registered Exchange Offer no later than 40 days after the date on which the Exchange Offer Registration Statement is declared effective, or effective (such later date required by law40th day being the "CONSUMMATION DEADLINE"). Following the declaration of the effectiveness of the Exchange Offer Registration Statement, the Issuer shall, as Company shall promptly as practicable, commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities (as defined in Section 6 hereof) electing to exchange the Initial Securities for Exchange Securities (assuming that such Holder is not an affiliate of the Issuer Company within the meaning of the Securities Act, acquires the Exchange Securities in the ordinary course of such Xxxxxx’s Holder's business and has no arrangements with any person to participate in the distribution of the Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States. The Issuer Company acknowledges that, pursuant to current interpretations by the Commission’s '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 Initial Securities, acquired for its own account as a result of market making activities or other trading activities, for Exchange Securities (an “Exchanging Dealer”"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 Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) an Initial Purchaser that elects to sell Securities (as defined below) acquired in exchange for Initial Securities constituting any portion of an unsold allotment allotment, is required to deliver a prospectus containing the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale. The Issuer Company shall use its reasonable best efforts to keep the Exchange Offer Registration Statement effective and shall 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 Securities; providedPROVIDED, howeverHOWEVER, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or an Initial Purchaser, 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 Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Issuer 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 Securities for a period of not less than 180 days after the consummation of the Registered Exchange Offer (or such shorter period during which such persons are required by applicable law to deliver such prospectus)Offer. If, upon consummation of the Registered Exchange Offer, any Initial Purchaser holds Initial Securities acquired by it as part of its initial distribution, the IssuerCompany, simultaneously with the delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and deliver to such Initial Purchaser upon the written request of such Initial Purchaser, in exchange (the “Private Exchange”"PRIVATE EXCHANGE") for the Initial Securities held by such Initial Purchaser, a like principal amount of debt securities of the Issuer Issuer, with like Guaranties of the Guarantors, issued under the Indenture and identical in all material respects (including the existence of restrictions on transfer under the Securities Act and the securities laws of the several states of the United States, but excluding provisions relating to the matters described in Section 6 hereof) to the Initial Securities (the “Private Exchange Securities”"PRIVATE EXCHANGE SECURITIES"). The Initial Securities, the Exchange Securities and the Private Exchange Securities are herein collectively called the “Securities”"SECURITIES". In connection with the Registered Exchange Offer, the Issuer Company shall:

Registered Exchange Offer. Unless not permitted by applicable law, the Issuer Company shall prepare and use its commercially reasonable best efforts to prepare and, not later than 366 days (the final day of such 366 day period being a “Filing Deadline”) after the date on which the Purchasers purchase the Initial Securities pursuant to the Purchase Agreement (the “Closing Date”), file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Exchange Offer Registration Statement”) on an appropriate form under the Securities Act of 1933, as amended (the “Securities Act”), with respect to a proposed offer (the “Registered Exchange Offer”) to the Holders of Transfer Restricted Securities (as defined in Section 6 hereof), if any, who are not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Initial Securities, a like aggregate principal amount of debt securities of the Issuer Company issued under the Indenture, substantially identical in all material respects to the Initial Securities (except for the transfer restrictions relating to the Initial Securities and the provisions relating to the matters described in Section 6 hereof) and registered under the Securities Act (the “Exchange Securities”). The Issuer Company shall use its commercially reasonable best efforts to (i) to cause such Exchange Offer Registration Statement to become effective under the Securities Act on or prior to 365 within 426 days after the date of original issue of the Initial Securities Closing Date (the final day of such 426 day period being an “Issue Date”) (such 365th day referred to in clause (i) being the “Exchange Offer Effectiveness Target DateDeadline”) and (ii) to keep the Exchange Offer Registration Statement effective for not less than 20 business days (or longer, if required by applicable law) after the date the notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “Exchange Offer Registration Period”). Apollo Investment Funds IV, L.P., Apollo Overseas Partners IV, L.P. and X.X. Xxxxxx Partners (BHCA). June 10, 2008 Page 2 If the Issuer Company commences the Registered Exchange Offer, the Issuer (i) will be entitled to consummate the Registered Exchange Offer 20 business days after such commencement (provided that the Issuer has accepted all the Initial Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer) and (ii) Company will be required to consummate the Registered Exchange Offer no later than 40 456 days after the date on which Closing Date (the Exchange Offer Registration Statement is declared effective, or final day of such later date required by law456 day period being the “Consummation Deadline”). Following the declaration of the effectiveness of the Exchange Offer Registration Statement, the Issuer Company shall, as promptly soon as practicable, commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities (as defined in Section 6 hereof) electing to exchange the Initial Securities for Exchange Securities (assuming that such Holder is not an affiliate of the Issuer Company within the meaning of the Securities Act, acquires the Exchange Securities in the ordinary course of such XxxxxxHolder’s business and has no arrangements with any person to participate in the distribution of the Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States. The Issuer 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 Initial Securities, acquired for its own account as a result of market making activities or other trading activities, for Exchange Securities (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 Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) an Initial Purchaser that elects to sell Securities (as defined below) acquired in exchange for Initial 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 saleOffer. The Issuer Company shall use its reasonable best efforts to keep the Exchange Offer Registration Statement effective and shall 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 a period of time as commencing on the day the Registered Exchange Offer is consummated and continuing for 90 days (or such persons must comply with shorter period during which Exchanging Dealers and other persons, if any, are required by law to deliver such requirements in order to resell the Exchange Securitiesprospectus); provided, however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or an Initial Purchaser, such period shall may be the lesser of 180 days and the date on which all Exchanging Dealers and the Initial Purchasers have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Issuer 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 Securities for a period of not less than 180 days after the consummation of the Registered Exchange Offer (or such shorter period during which such persons are required by applicable law to deliver such prospectus). If, upon consummation of the Registered Exchange Offer, any Initial Purchaser holds Initial Securities acquired by it as part of its initial distribution, the Issuer, simultaneously with the delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and deliver to such Initial Purchaser upon the written request of 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 Issuer issued under the Indenture and identical in all material respects (including the existence of restrictions on transfer under the Securities Act and the securities laws of the several states of the United States, but excluding provisions relating to the matters described in Section 6 hereof) to the Initial Securities (the “Private Exchange Securities”). The Initial Securities, the Exchange Securities and the Private Exchange Securities are herein collectively called the “Securities”. In connection with the Registered Exchange Offer, the Issuer Company shall:

Registered Exchange Offer. Unless The Company shall (i) prepare and, not permitted by applicable lawlater than 60 days following the date of original issuance of the Securities (the "Issue Date"), the Issuer shall prepare and use its commercially reasonable efforts to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “---------- "Exchange Offer Registration Statement”") on an appropriate form under the ------------------------------------- Securities Act of 1933, as amended (the “Securities Act”), with respect to a proposed offer (the “Registered Exchange Offer”) to the Holders of Transfer Restricted the Securities (as defined in Section 6 hereof), the "Registered Exchange Offer") who are not prohibited by any ------------------------- applicable law or policy of interpretations thereof by the Commission Commission's staff from participating in the Registered Exchange Offer, Offer to issue and deliver to such Holders, in exchange for the Initial Securities, a like aggregate principal amount of debt securities of the Issuer issued under Company (the Indenture, substantially "Exchange Securities") that are identical in ------------------- all material respects to the Initial Securities (Securities, except for the transfer restrictions and registration rights relating to the Initial Securities and the provisions relating to the matters described in Section 6 hereofSecurities, (ii) and registered under the Securities Act (the “Exchange Securities”). The Issuer shall use its commercially reasonable efforts (i) to cause such the Exchange Offer Registration Statement to become effective under the Securities Act on or prior to 365 no later than 180 days after the date of original issue of Issue Date and the Initial Securities (the “Issue Date”) (such 365th day referred to in clause (i) being the “Registered Exchange Offer Effectiveness Target Date”) to be consummated no later than 210 days after the Issue Date and (iiiii) to keep the Exchange Offer Registration Statement effective for not less than 20 business 30 days (or longer, if required by applicable law) after the date on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “"Exchange Offer Registration Period”"). If ; ---------------------------------- provided that the Issuer commences the Registered Exchange Offer, the Issuer (i) will be entitled Company may elect to consummate close the Registered Exchange Offer 20 business 30 -------- days after such the commencement thereof (provided that unless otherwise required by applicable law), so long as the Issuer Company has accepted all the Initial Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer) and (ii) . The Exchange Securities will be required to consummate issued under the Registered Indenture or an indenture (the "Exchange Offer no later than 40 days after -------- Securities Indenture") between the date on which Company and the Exchange Offer Registration Statement is declared effective, Trustee or such later date required by lawother bank or -------------------- trust company that is reasonably satisfactory to the Purchasers, as trustee (the "Exchange Securities Trustee"), such indenture to be identical in all material --------------------------- respects to the Indenture, except for the transfer restrictions and registration rights relating to the Securities (as described above). Following the declaration of Upon the effectiveness of the Exchange Offer Registration Statement, the Issuer shall, as Company shall promptly as practicable, commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities (as defined in Section 6 hereof) electing to exchange the Initial Securities for Exchange Securities (assuming that such Holder (a) is not an affiliate of the Issuer within Company or an Exchanging Dealer (as defined herein) not complying with the meaning requirements of the next sentence, (b) is not the Purchaser holding Securities Actthat have, or that are reasonably likely to have, the status of an unsold allotment in an initial distribution, (c) acquires the Exchange Securities in the ordinary course of such Xxxxxx’s business and Holder's business, (d) has no arrangements or understandings with any person to participate in the distribution of the Exchange Securities and (e) is not otherwise prohibited by any applicable law or policy of interpretations thereof by the Commission Commission's staff from participating in the Registered Exchange Offer) and to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States. The Issuer acknowledges Company, the Purchaser and each Exchanging Dealer acknowledge that, pursuant to current interpretations by the Commission’s 's staff of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom, (i) each Holder which that is a broker-dealer electing to exchange Initial Securities, acquired for its own account as a result of market market-making activities or other trading activities, for Exchange Securities (an “"Exchanging Dealer”"), is required to deliver a ----------------- prospectus containing substantially the information set forth in (a) Annex A hereto on the cover, (b) in Annex B hereto in the “"Exchange Offer Procedures” " section and the “"Purpose of the Exchange Offer” section, " section and (c) in 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 Registered Exchange Offer and (ii) an Initial if the Purchaser that elects to sell Exchange Securities (as defined below) acquired in exchange for Initial Securities constituting any portion of an unsold allotment allotment, the Purchaser is required to deliver a prospectus containing the information required by Items Item 507 or and Item 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale. The Issuer shall keep the Exchange Offer Registration Statement effective and shall amend and supplement the prospectus contained thereinIf, in order to permit such prospectus to be lawfully delivered by all persons subject prior 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 Securities; provided, however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or an Initial Purchaser, 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 Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Issuer 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 Securities for a period of not less than 180 days after the consummation of the Registered Exchange Offer (or such shorter period during which such persons are required by applicable law to deliver such prospectus). If, upon consummation of the Registered Exchange Offer, any Initial Purchaser Holder holds Initial any Securities acquired by it as part that have, or that are reasonably likely to be determined to have, the status of its an unsold allotment in an initial distribution, or any Holder is not entitled to participate in the IssuerRegistered Exchange Offer, the Company, upon the request of any such Holder, simultaneously with the delivery of the Exchange Securities pursuant to in the Registered Exchange Offer, shall issue and deliver to any such Initial Purchaser upon the written request of such Initial PurchaserHolder, in exchange (the “Private Exchange”) for the Initial Securities held by such Initial PurchaserHolder (the "Private Exchange"), a like aggregate principal amount of ---------------- debt securities of the Issuer issued under Company (the Indenture and "Private Exchange Securities") that are --------------------------- identical in all material respects (including to the existence of Exchange Securities, except for the transfer restrictions on transfer under the Securities Act and the securities laws of the several states of the United States, but excluding provisions relating to the matters described in Section 6 hereof) to the Initial Securities (the “such Private Exchange Securities”). The Initial Private Exchange Securities will be issued under the same indenture as the Exchange Securities, and the Exchange Securities and Company shall use commercially reasonable efforts to cause the Private Exchange Securities are herein collectively called to bear the “same CUSIP number as the Exchange Securities”. In connection with the Registered Exchange Offer, the Issuer Company shall: