Common use of Registered Exchange Offer Clause in Contracts

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by applicable law or Commission policy (after the procedures set forth in Section 6(a)(i) below have been complied with), the Company and the Guarantors shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission no later than 150 days after the Closing Date (such 150th day being the "FILING DEADLINE"), and (ii) use all commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective no later than 250 days after the Closing Date (such 250th day being the "EFFECTIVENESS DEADLINE"). The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Notes to be offered in exchange for the Initial Notes that are Transfer Restricted Securities and (ii) resales of Exchange Notes by Broker-Dealers that tendered into the Exchange Offer Initial Notes that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Initial Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) below. (b) The Company and the Guarantors shall use all commercially reasonable efforts to cause the Exchange Offer Registration Statement to be effective continuously, and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days. The Company and the Guarantors shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Notes shall be included in the Exchange Offer Registration Statement. The Company and the Guarantors shall use all commercially reasonable efforts to cause the Exchange Offer to be Consummated on the earliest practicable date after the Exchange Offer Registration Statement has become effective, but in no event later than 30 Business Days thereafter, or longer, if required by the federal securities laws (such 30th (or longer) day being the "CONSUMMATION DEADLINE"). (c) The Company shall include a "Plan of Distribution" section in the Prospectus contained in the Exchange Offer Registration Statement and indicate therein that any Broker-Dealer who holds Transfer Restricted Securities that were acquired for the account of such Broker-Dealer as a result of market-making activities or other trading activities (other than Initial Notes acquired directly from the Company or any Affiliate of the Company), may exchange such Transfer Restricted Securities pursuant to the Exchange Offer. Such "Plan of Distribution" section shall also contain all other information with respect to such sales by such Broker-Dealers that the Commission may require in order to permit such sales pursuant thereto, but such "Plan of Distribution" shall not name any such Broker-Dealer or disclose the amount of Transfer Restricted Securities held by any such Broker-Dealer, except to the extent required by the Commission as a result of a change in policy, rules or regulations after the date of this Agreement. See the Shearman & Sterling no-action letter (available July 2, 1993). Because such Broker-Dealer may be deemed to be an "underwriter" within the meaning of the Act and must, therefore, deliver a prospectus meeting the requirements of the Act in connection with its initial sale of any Exchange Notes received by such Broker-Dealer in the Exchange Offer, the Company and Guarantors shall permit the use of the Prospectus contained in the Exchange Offer Registration Statement by such Broker-Dealer to satisfy such prospectus delivery requirement. To the extent necessary to ensure that the Prospectus contained in the Exchange Offer Registration Statement is available for sales of Exchange Notes by Broker-Dealers, the Company and the Guarantors agree to use all commercially reasonable efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented, amended and current as required by and subject to the provisions of Sections 6(a) and (c) hereof and subject to any applicable Suspension Period and in conformity with the requirements of this Agreement, the Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of 180 days from the date on which the Exchange Offer is Consummated or such shorter period ending on the date when all Transfer Restricted Securities covered by such Registration Statement have been sold pursuant thereto; provided, however, that if the Exchange Offer Registration Statement ceases to be effective during any Suspension Period, such 180-day period shall be extended by the number of days such Suspension Period continued. The Company and the Guarantors shall provide sufficient copies of the latest version of such Prospectus to such Broker-Dealers, promptly upon request, and in no event later than two Business Days after such request, at any time during such period.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a)(i6(a) below hereof have been complied with), each of the Company and the Guarantors shall (i) use its reasonable best efforts to cause the Exchange Offer Registration Statement to be filed with the Commission no later than 150 days as soon as practicable after the Closing Date (such 150th day being Date, a Registration Statement under the "FILING DEADLINE")Securities Act relating to the Exchange Securities and the Exchange Offer, and (ii) use all commercially its reasonable best efforts to cause such Exchange Offer Registration Statement to become effective at the earliest possible time, (iii) in connection with the foregoing, file (A) all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Registration Statement, commence the Exchange Offer, in each case no later than 250 days after the Closing Exchange Date (such 250th day being the "EFFECTIVENESS DEADLINE"as defined below). The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Notes Securities to be offered in exchange for the Initial Notes that are Transfer Restricted Securities and (ii) to permit resales of Exchange Notes Initial Securities held by Broker-Dealers that tendered into the Exchange Offer Initial Notes that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Initial Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) belowhereof. (b) The Company and the Guarantors shall use all commercially their reasonable best efforts to cause the Exchange Offer Registration Statement to be effective continuously, continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days30 days after the date notice of the Exchange Offer is mailed to the Holders. The Company and the Guarantors shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Notes Securities shall be included in the Exchange Offer Registration Statement. The Company and the Guarantors shall use all commercially its reasonable best efforts to cause the Exchange Offer to be Consummated on the earliest practicable date after the Exchange Offer Registration Statement has become effective, but in no event later than 30 Business Days thereafter, or longer, if required by 365 days after the federal securities laws (such 30th Closing Date (or longerif such 365th day is not a Business Day, the next succeeding Business Day) day being (the "CONSUMMATION DEADLINE"“Exchange Date”). (c) The Company shall include indicate in a "“Plan of Distribution" ” section contained in the Prospectus contained in forming a part of the Exchange Offer Registration Statement and indicate therein that any Broker-Dealer who holds Initial Securities that are Transfer Restricted Securities and that were acquired for the its own account of such Broker-Dealer as a result of market-making activities or other trading activities (other than Initial Notes Transfer Restricted Securities acquired directly from the Company or any Affiliate of the Company), may exchange such Transfer Restricted Initial Securities pursuant to the Exchange Offer; however, such Broker-Dealer may be deemed to be an “underwriter” within the meaning of the Securities Act and must, therefore, deliver a prospectus meeting the requirements of the Securities Act in connection with any resales of the Exchange Securities received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement. Such "“Plan of Distribution" ” section shall also contain all other information with respect to such sales resales by such Broker-Dealers that the Commission may require in order to permit such sales resales pursuant thereto, but such "“Plan of Distribution" ” shall not name any such Broker-Dealer or disclose the amount of Transfer Restricted Initial Securities held by any such Broker-Dealer, Dealer except to the extent required by the Commission as a result of a change in policy, rules or regulations policy after the date of this Agreement. See the Shearman & Sterling no-action letter (available July 2, 1993). Because such Broker-Dealer may be deemed to be an "underwriter" within the meaning Each of the Act and must, therefore, deliver a prospectus meeting the requirements of the Act in connection with its initial sale of any Exchange Notes received by such Broker-Dealer in the Exchange Offer, the Company and Guarantors shall permit the use of the Prospectus contained in the Exchange Offer Registration Statement by such Broker-Dealer to satisfy such prospectus delivery requirement. To the extent necessary to ensure that the Prospectus contained in the Exchange Offer Registration Statement is available for sales of Exchange Notes by Broker-Dealers, the Company and the Guarantors agree to shall use all commercially its reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented, supplemented and amended and current as required by and subject to the provisions of Sections 6(a) and (cSection 6(c) hereof to the extent necessary to ensure that it is available for resales of Initial Securities acquired by Broker-Dealers for their own accounts as a result of market-making activities or other trading activities, and subject to any applicable Suspension Period and in conformity ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period ending on the earlier of (i) 180 days from the date on which the Exchange Offer Registration Statement is Consummated or such shorter period ending on declared effective and (ii) the date when all Transfer Restricted Securities covered by such Registration Statement have been sold pursuant thereto; provided, however, that if the Exchange Offer Registration Statement ceases on which a Broker-Dealer is no longer required to be effective during any Suspension Period, such 180deliver a prospectus in connection with market-day period shall be extended by the number of days such Suspension Period continuedmaking or other trading activities. The Company and the Guarantors shall provide sufficient copies of the latest version of such Prospectus to such Broker-Dealers, Dealers promptly upon request, and in no event later than two Business Days after such request, request at any time during such period180-day (or shorter as provided in the foregoing sentence) period in order to facilitate such resales.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by applicable federal law or Commission policy (after the procedures set forth in Section 6(a)(i) below have been complied with), the Company and the Guarantors shall (i) use commercially reasonable efforts to cause the Exchange Offer Registration Statement to be filed with the Commission as soon as practicable after the Closing Date, but in no event later than 150 120 days after the Closing Date (such 150th 120th day being the "FILING DEADLINEFiling Deadline"), and (ii) use all commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective at the earliest possible time, but in no event later than 250 210 days after the Closing Date (such 250th 210th day being the "EFFECTIVENESS DEADLINEEffectiveness Deadline"), (iii) in connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Act and (C) cause all necessary filings, if any, in connection with the registration and qualification of the Exchange Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (ix) registration of the Exchange Notes to be offered in exchange for the Initial Notes that are Transfer Restricted Securities and (iiy) resales of Exchange Notes by Broker-Dealers that tendered into the Exchange Offer Initial Notes that such Broker-Dealer acquired for its own account as a result of market-market making activities or other trading activities (other than Initial Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) below. (b) The Company and the Guarantors shall use all commercially reasonable efforts to cause the Exchange Offer Registration Statement to be effective continuously, and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days30 days. The Company and the Guarantors shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Notes shall be included in the Exchange Offer Registration Statement. The Company and the Guarantors shall use all commercially reasonable efforts to cause the Exchange Offer to be Consummated on the earliest practicable date after the Exchange Offer Registration Statement has become effective, but in no event later than 30 Business Days thereafter, or longer, if required by the federal securities laws thereafter (such 30th (or longer) day being the "CONSUMMATION DEADLINEConsummation Deadline"). (c) The Company shall include a "Plan of Distribution" section in the Prospectus contained in the Exchange Offer Registration Statement and indicate therein that any Broker-Dealer who holds Transfer Restricted Securities that were acquired for the account of such Broker-Dealer as a result of market-making activities or other trading activities (other than Initial Notes acquired directly from the Company or any Affiliate of the Company), may exchange such Transfer Restricted Securities pursuant to the Exchange Offer. Such "Plan of Distribution" section shall also contain all other information with respect to such sales by such Broker-Dealers that the Commission may require in order to permit such sales pursuant thereto, but such "Plan of Distribution" shall not name any such Broker-Dealer or disclose the amount of Transfer Restricted Securities held by any such Broker-Dealer, except to the extent required by the Commission as a result of a change in policy, rules or regulations after the date of this Agreement. See the Shearman & Sterling no-action letter (available July 2, 1993)Commission. Because such Broker-Dealer may be deemed to be an "underwriter" within the meaning of the Act and must, therefore, deliver a prospectus meeting the requirements of the Act in connection with its initial sale of any Exchange Notes received by such Broker-Dealer in the Exchange Offer, the Company and Guarantors shall permit the use of the Prospectus contained in the Exchange Offer Registration Statement by such Broker-Dealer to satisfy such prospectus delivery requirement. To the extent necessary to ensure that the Prospectus prospectus contained in the Exchange Offer Registration Statement is available for sales resales of Exchange Notes by Broker-Dealers, the Company and the Guarantors agree agrees to use all commercially reasonable efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented, amended and current as required by and subject to the provisions of Sections Section 6(a) and (c) hereof and subject to any applicable Suspension Period and in conformity with the requirements of this Agreement, the Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of 180 days from the date on which the Exchange Offer is Consummated Consummation Deadline or such shorter period ending on the date as will terminate when all Transfer Restricted Securities covered by such Registration Statement have been sold pursuant thereto; provided, however, that if the Exchange Offer Registration Statement ceases to be effective during any Suspension Period, such 180-day period shall be extended by the number of days such Suspension Period continued. The Company and the Guarantors shall provide sufficient copies of the latest version of such Prospectus to such Broker-Dealers, promptly upon request, and in no event later than two Business Days one day after such request, at any time during such period.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a)(i6(a) below have been complied with), the Company and the any Guarantors shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission as soon as practicable after the Closing Date, but in no event later than 150 90 days after the Closing Date (such 150th day being date of the "FILING DEADLINE")consummation of the Mergers, and the Exchange Offer Registration Statement, (ii) use all commercially reasonable their best efforts to cause such Exchange Offer Registration Statement to become effective at the earliest possible time, but in no event later than 250 180 days after the Closing Date date of the consummation of the Mergers, (iii) in connection with the foregoing, use their best efforts to file (A) all pre-effective amendments to such 250th day being Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the "EFFECTIVENESS DEADLINE")Act and (C) cause all necessary filings in connection with the registration and qualification of the Series B Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, use their best efforts to commence and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Series B Notes to be offered in exchange for the Initial Notes that are Transfer Restricted Securities and (ii) to permit resales of Exchange Notes held by Broker-Dealers that tendered into the Exchange Offer Initial Notes that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Initial Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) below. (b) The Company and the Guarantors shall use all commercially reasonable efforts to cause the Exchange Offer Registration Statement to be effective continuously, continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Daysbusiness days. The Company and the Guarantors shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Notes shall be included in the Exchange Offer Registration Statement. The Company and the Guarantors shall use all commercially reasonable its best efforts to cause the Exchange Offer to be Consummated on the earliest practicable date after the Exchange Offer Registration Statement has become effective, but in no event later than 30 Business Days 60 business days thereafter, or longer, if required by the federal securities laws (such 30th (or longer) day being the "CONSUMMATION DEADLINE"). (c) The Company shall include a "Plan of Distribution" section in the Prospectus contained in the Exchange Offer Registration Statement and indicate therein that any Broker-Dealer who holds the Series A Notes that are Transfer Restricted Securities and that were acquired for the its own account of such Broker-Dealer as a result of market-making activities or other trading activities (other than Initial Notes Transfer Restricted Securities acquired directly from the Company or any Affiliate of the Company), ) may exchange such Transfer Restricted Securities Series A Notes pursuant to the Exchange Offer. Such "Plan of Distribution" section shall also contain all other information with respect to such sales by such Broker-Dealers that the Commission may require in order to permit such sales pursuant thereto; however, but such "Plan of Distribution" shall not name any such Broker-Dealer or disclose the amount of Transfer Restricted Securities held by any such Broker-Dealer, except to the extent required by the Commission as a result of a change in policy, rules or regulations after the date of this Agreement. See the Shearman & Sterling no-action letter (available July 2, 1993). Because such Broker-Dealer may be deemed to be an "underwriter" within the meaning of the Act and must, therefore, deliver a prospectus meeting the requirements of the Act in connection with its initial sale of any Exchange Notes received by such Broker-Dealer in the Exchange Offer, the Company and Guarantors shall permit the use of the Prospectus contained in the Exchange Offer Registration Statement by such Broker-Dealer to satisfy such prospectus delivery requirement. To the extent necessary to ensure that the Prospectus contained in the Exchange Offer Registration Statement is available for sales of Exchange Notes by Broker-Dealers, the Company and the Guarantors agree to use all commercially reasonable efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented, amended and current as required by and subject to the provisions of Sections 6(a) and (c) hereof and subject to any applicable Suspension Period and in conformity with the requirements of this Agreement, the Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of 180 days from the date on which the Exchange Offer is Consummated or such shorter period ending on the date when all Transfer Restricted Securities covered by such Registration Statement have been sold pursuant thereto; provided, however, that if the Exchange Offer Registration Statement ceases to be effective during any Suspension Period, such 180-day period shall be extended by the number of days such Suspension Period continued. The Company and the Guarantors shall provide sufficient copies of the latest version of such Prospectus to such Broker-Dealers, promptly upon request, and in no event later than two Business Days after such request, at any time during such period.be

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a)(i6(a) below have been complied with), the Company and the Guarantors Issuers shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission no later than 150 days on or prior to the 30th day after the Closing Date (such 150th day being Date, the "FILING DEADLINE")Exchange Offer Registration Statement, and (ii) use all commercially their reasonable best efforts to cause such Exchange Offer Registration Statement to become effective no later than 250 days on or prior to the 90th day after the Closing Date Date, (iii) in connection with the foregoing, file (A) all pre-effective amendments to such 250th day being Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the "EFFECTIVENESS DEADLINE")Act and (C) cause all necessary filings in connection with the registration and qualification of the Series B Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Series B Notes to be offered in exchange for the Initial Notes that are Transfer Restricted Securities and (ii) to permit resales of Exchange Notes held by Broker-Dealers that tendered into the Exchange Offer Initial Notes that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Initial Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) below. (b) The Company and the Guarantors Issuers shall use all commercially reasonable efforts to cause the Exchange Offer Registration Statement to be effective continuously, continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Daysbusiness days after the date notice of the Exchange Offer has been mailed to Holders. The Company and the Guarantors Issuers shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Notes shall be included in the Exchange Offer Registration Statement. The Company and the Guarantors Issuers shall use all commercially their reasonable best efforts to cause the Exchange Offer to be Consummated on the earliest practicable date after the Exchange Offer Registration Statement has become effective, but in no event later than 30 Business Days thereafter, or longer, if required by the federal securities laws (such 30th (or longer) day being the "CONSUMMATION DEADLINE"). (c) The Company shall include a "Plan of Distribution" section in the Prospectus contained in the Exchange Offer Registration Statement and indicate therein that any Broker-Dealer who holds Transfer Restricted Securities that were acquired for the account of such Broker-Dealer as a result of market-making activities or other trading activities (other than Initial Notes acquired directly from the Company or any Affiliate of the Company), may exchange such Transfer Restricted Securities pursuant to the Exchange Offer. Such "Plan of Distribution" section shall also contain all other information with respect to such sales by such Broker-Dealers that the Commission may require in order to permit such sales pursuant thereto, but such "Plan of Distribution" shall not name any such Broker-Dealer or disclose the amount of Transfer Restricted Securities held by any such Broker-Dealer, except to the extent required by the Commission as a result of a change in policy, rules or regulations after the date of this Agreement. See the Shearman & Sterling no-action letter (available July 2, 1993). Because such Broker-Dealer may be deemed to be an "underwriter" within the meaning of the Act and must, therefore, deliver a prospectus meeting the requirements of the Act in connection with its initial sale of any Exchange Notes received by such Broker-Dealer in the Exchange Offer, the Company and Guarantors shall permit the use of the Prospectus contained in the Exchange Offer Registration Statement by such Broker-Dealer to satisfy such prospectus delivery requirement. To the extent necessary to ensure that the Prospectus contained in the Exchange Offer Registration Statement is available for sales of Exchange Notes by Broker-Dealers, the Company and the Guarantors agree to use all commercially reasonable efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented, amended and current as required by and subject to the provisions of Sections 6(a) and (c) hereof and subject to any applicable Suspension Period and in conformity with the requirements of this Agreement, the Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of 180 days from the date on which the Exchange Offer is Consummated or such shorter period ending on the date when all Transfer Restricted Securities covered by such Registration Statement have been sold pursuant thereto; provided, however, that if the Exchange Offer Registration Statement ceases to be effective during any Suspension Period, such 180-day period shall be extended by the number of days such Suspension Period continued. The Company and the Guarantors shall provide sufficient copies of the latest version of such Prospectus to such Broker-Dealers, promptly upon request, and in no event later than two Business Days after such request, at any time during such period.cause

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by applicable law or Commission policy (after the procedures set forth in Section 6(a)(i) below have been complied with)SEC policy, the Company Issuer and the Guarantors shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission no SEC not later than 150 240 days after the Closing Date (such 150th 240th day being the "FILING DEADLINE"“Exchange Offer Filing Deadline”), and (ii) use all commercially reasonable efforts to cause such Exchange Offer Registration Statement to become be declared effective no by the SEC not later than 250 330 days after the Closing Date (such 250th 330th day being the "EFFECTIVENESS DEADLINE"“Exchange Offer Effectiveness Deadline”), and (iii) commence the Exchange Offer promptly following the declaration of effectiveness of such Exchange Offer Registration Statement and use all commercially reasonable efforts to Consummate the Exchange Offer on or prior to the date 30 Business Days (or longer if there is a change in the federal securities laws that requires an issuer exchange offer for its debt securities to remain open for more than 30 Business Days) after the Exchange Offer Registration Statement is declared effective (such date being the “Consummation Deadline”). The Exchange Offer shall be on the appropriate form permitting (ix) registration of the Exchange Series B Notes to be offered in exchange for the Initial Series A Notes that are Transfer Restricted Securities and (iiy) resales of Exchange Series B Notes by Broker-Dealers that tendered into the Exchange Offer Initial Series A Notes that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Initial Series A Notes acquired directly from the Company Issuer or any of its Affiliates) as contemplated by Section 3(c) below). (b) The Company Issuer and the Guarantors shall use all commercially reasonable efforts to cause the Exchange Offer Registration Statement to be effective continuously, and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days. The Company Issuer and the Guarantors shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Series B Notes and related guarantees shall be included in the Exchange Offer Registration Statement. The Company and the Guarantors shall use all commercially reasonable efforts to cause the Exchange Offer to be Consummated on the earliest practicable date after the Exchange Offer Registration Statement has become effective, but in no event later than 30 Business Days thereafter, or longer, if required by the federal securities laws (such 30th (or longer) day being the "CONSUMMATION DEADLINE"). (c) The Company Issuer and the Guarantors shall include a "“Plan of Distribution" ” section in the Prospectus contained in the Exchange Offer Registration Statement and indicate therein that any Broker-Dealer who holds Transfer Restricted Securities that were acquired for the account of such Broker-Dealer as a result of market-making activities or other trading activities (other than Initial Series A Notes acquired directly from the Company Issuer or any Affiliate of the Companyits Affiliates), may exchange such Transfer Restricted Securities pursuant to the Exchange Offer. Such "“Plan of Distribution" ” section shall also contain all other information with respect to such sales by such Broker-Dealers that the Commission SEC may require in order to permit such sales pursuant thereto, but such "“Plan of Distribution" ” shall not name any such Broker-Dealer or disclose the amount of Transfer Restricted Securities held by any such Broker-Dealer, except to the extent required by the Commission SEC as a result of a change in policy, rules or regulations after the date of this Agreement. See the Shearman & Sterling no-action letter (available July 2, 1993). Because any such Broker-Dealer may be deemed to be an "“underwriter" ” within the meaning of the Act and must, therefore, deliver a prospectus meeting the requirements of the Act in connection with its the initial sale of any Exchange Series B Notes received by such Broker-Dealer in the Exchange Offer, the Company Issuer and the Guarantors shall permit the use of the Prospectus contained in the Exchange Offer Registration Statement by such Broker-Dealer to satisfy such prospectus delivery requirement. To the extent necessary to ensure that the Prospectus contained in the Exchange Offer Registration Statement is available for sales of Exchange Series B Notes by Broker-Dealers, the Company Issuer and the Guarantors agree to use all commercially reasonable efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented, amended and current as required by and subject to the provisions of Sections Section 6(a) and (c) hereof and subject to any applicable Suspension Period and in conformity with the requirements of this Agreement, the Act and the policies, rules and regulations of the Commission SEC as announced from time to time, for a period of 180 days from the date on which the Exchange Offer is Consummated Consummation Deadline or such shorter period ending on the date as will terminate when all Transfer Restricted Securities covered by such Registration Statement have been sold pursuant thereto; provided, however, that if the Exchange Offer Registration Statement ceases to be effective during any Suspension Period, such 180-day period shall be extended by the number of days such Suspension Period continued. The Company Issuer and the Guarantors shall provide sufficient copies of the latest version of such Prospectus to such Broker-Dealers, promptly upon request, and in no event later than two Business Days one day after such request, at any time during such period.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by permissible under applicable law or Commission policy (after policy, each of the procedures set forth in Section 6(a)(i) below have been complied with), the Company Issuers and the Guarantors shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission as soon as practicable after the Closing Date, but in no event later than 150 45 days after the Closing Date (or if such 150th 45th day being is not a Business Day, the "FILING DEADLINE"next succeeding Business Day), a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer, (ii) use all commercially its reasonable best efforts to cause such Exchange Offer Registration Statement to become effective no later than 250 on or prior to 105 days after the Closing Date (or if such 250th 105th day being is not a Business Day, the "EFFECTIVENESS DEADLINE")next succeeding Business Day) and (iii) upon the effectiveness of such Registration Statement, commence the Exchange Offer. The Exchange Offer Registration Statement shall be on the appropriate form permitting (i) registration of the Exchange Notes Securities to be offered in exchange for the Initial Notes that are Transfer Restricted Securities and (ii) to permit resales of Exchange Notes Initial Securities held by Broker-Dealers that tendered into the Exchange Offer Initial Notes that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Initial Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) belowhereof. (b) The Company Issuers and the Guarantors shall use all commercially reasonable efforts to cause the Exchange Offer Registration Statement to be effective continuously, continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days30 days after the date notice of the Exchange Offer is mailed to the Holders. The Company and the Guarantors Issuers shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Notes Class Securities shall be included in the Exchange Offer Registration Statement. The Company and the Guarantors Issuers shall use all commercially their reasonable best efforts to cause the Exchange Offer to be Consummated on the earliest practicable date after the Exchange Offer Registration Statement has become effective, but in no event later than 30 Business Days thereafter, or longer, if required by 135 days after the federal securities laws (such 30th Closing Date (or longerif such 135th day is not a Business Day, the next succeeding Business Day) day being (the "CONSUMMATION DEADLINE"“Consummation Deadline”). (c) The Company Issuers shall include indicate in a "“Plan of Distribution" ” section contained in the Prospectus contained in forming a part of the Exchange Offer Registration Statement and indicate therein that any Broker-Dealer who holds Initial Securities that are Transfer Restricted Securities and that were acquired for the its own account of such Broker-Dealer as a result of market-making activities or other trading activities (other than Initial Notes Transfer Restricted Securities acquired directly from the Company or any Affiliate of the CompanyIssuers), may exchange such Transfer Restricted Initial Securities pursuant to the Exchange Offer. Such "Plan of Distribution" section shall also contain all other information with respect to such sales by such Broker-Dealers that the Commission may require in order to permit such sales pursuant thereto; however, but such "Plan of Distribution" shall not name any such Broker-Dealer or disclose the amount of Transfer Restricted Securities held by any such Broker-Dealer, except to the extent required by the Commission as a result of a change in policy, rules or regulations after the date of this Agreement. See the Shearman & Sterling no-action letter (available July 2, 1993). Because such Broker-Dealer may be deemed to be an "“underwriter" ” within the meaning of the Securities Act and must, therefore, deliver a prospectus meeting the requirements of the Securities Act in connection with its initial sale any resales of any the Exchange Notes Securities received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the Company and Guarantors shall permit the use delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement Statement. Such “Plan of Distribution” section shall also contain all other information with respect to such resales by Broker-Dealers that the Commission may require in order to permit such resales pursuant thereto, but such “Plan of Distribution” shall not name any such Broker-Dealer or disclose the amount of Initial Securities held by any such Broker-Dealer except to satisfy such prospectus delivery requirement. To the extent necessary to ensure that required by the Prospectus contained in Commission. Each of the Exchange Offer Registration Statement is available for sales of Exchange Notes by Broker-Dealers, the Company Issuers and the Guarantors agree to shall use all commercially its reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented, supplemented and amended and current as required by and subject to the provisions of Sections 6(a) and (cSection 6(c) hereof to the extent necessary to ensure that it is available for resales of Initial Securities acquired by Broker-Dealers for their own accounts as a result of market-making activities or other trading activities, and subject to any applicable Suspension Period and in conformity ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period ending on the earlier of (i) 180 days from the date on which the Exchange Offer Registration Statement is Consummated or such shorter period ending on declared effective and (ii) the date when all Transfer Restricted Securities covered by such Registration Statement have been sold pursuant thereto; provided, however, that if the Exchange Offer Registration Statement ceases on which a Broker-Dealer is no longer required to be effective during any Suspension Period, such 180deliver a prospectus in connection with market-day period shall be extended by the number of days such Suspension Period continuedmaking or other trading activities. The Company and the Guarantors Issuers shall provide sufficient copies of the latest version of such Prospectus to such Broker-Dealers, Dealers promptly upon request, and in no event later than two Business Days after such request, request at any time during such period180-day period (or shorter period as provided in the preceding paragraph) in order to facilitate such resales.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a)(i6(a) below have been complied with), the Company and the Guarantors shall (i) use its reasonable efforts to cause the Exchange Offer Registration Statement to be filed with the Commission as soon as practicable after the Closing Date, but in no event later than 150 45 days after the Closing Date (such 150th day being Date, a Registration Statement under the "FILING DEADLINE")Act relating to the Exchange Notes and the Exchange Offer, and (ii) use all commercially reasonable its best efforts to cause such Exchange Offer Registration Statement to become effective no later than 250 180 days after the Closing Date Date, (iii) in connection with the foregoing, file (A) all pre-effective amendments to such 250th day being Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the "EFFECTIVENESS DEADLINE")Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) within 10 business days of the effectiveness of such Registration Statement, commence the Exchange Offer. The Exchange Offer Registration Statement shall be on the appropriate form permitting (i) registration of the Exchange Notes to be offered in exchange for the Initial Notes that are Transfer Restricted Securities and (ii) resales of Exchange Notes by Broker-Dealers that tendered into the Exchange Offer Initial Notes that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Initial Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) belowSecurities. (b) The Company and the Guarantors shall use all commercially reasonable efforts to cause the Exchange Offer Registration Statement to be effective continuously, continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Daysbusiness days. The Company and the Guarantors shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Notes shall be included in the Exchange Offer Registration Statement. The Company and the Guarantors shall use all commercially reasonable its best efforts to cause the Exchange Offer to be Consummated on the earliest practicable date after the Exchange Offer Registration Statement has become effective, but in no event later than 30 Business Days business days thereafter, or longer, if required by the federal securities laws (such 30th (or longer) day being the "CONSUMMATION DEADLINE"). (c) The Company shall include indicate in a "Plan of Distribution" section in the Prospectus contained in the Exchange Offer Registration Statement and indicate therein that any Broker-Dealer who holds Senior Notes that are Transfer Restricted Securities and that were acquired for the its own account of such Broker-Dealer as a result of market-making activities or other trading activities (other than Initial Notes Transfer Restricted Securities acquired directly from the Company or any Affiliate of the Companyan Issuer), may exchange such Transfer Restricted Securities Senior Notes pursuant to the Exchange Offer; however, such Broker-Dealer may be deemed to be an "underwriter" within the meaning of the Act and may be required, therefore, to deliver a prospectus meeting the requirements of the Act in connection with any sales of the Exchange Notes received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement. Such "Plan of Distribution" section shall also contain all other information with respect to such sales resales by such Broker-Dealers that the Commission may require in order to permit such sales resales pursuant thereto, but such "Plan of Distribution" shall not name any such Broker-Dealer or disclose the amount of Transfer Restricted Securities Notes held by any such Broker-Dealer, Dealer except to the extent required by the Commission as a result of a change in policy, rules or regulations after the date of this AgreementCommission. See the Shearman & Sterling no-action letter (available July 2, 1993). Because such Broker-Dealer may be deemed to be an "underwriter" within the meaning of the Act and must, therefore, deliver a prospectus meeting the requirements of the Act in connection with The Company shall use its initial sale of any Exchange Notes received by such Broker-Dealer in the Exchange Offer, the Company and Guarantors shall permit the use of the Prospectus contained in the Exchange Offer Registration Statement by such Broker-Dealer to satisfy such prospectus delivery requirement. To the extent necessary to ensure that the Prospectus contained in the Exchange Offer Registration Statement is available for sales of Exchange Notes by Broker-Dealers, the Company and the Guarantors agree to use all commercially reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented, supplemented and amended and current as required by and subject to the provisions of Sections 6(aSection 6(b) below to the extent necessary to ensure that it is available for resales of Notes acquired by Broker-Dealers for their own accounts as a result of market-making activities or other trading activities and (c) hereof and subject to any applicable Suspension Period and in conformity ensure that such Registration Statement conforms with the requirements of this Agreement, the Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of no greater than 180 days from after the date on which consummation of the Exchange Offer is Consummated or such shorter period ending on the date when all Transfer Restricted Securities covered by such Registration Statement have been sold pursuant thereto; provided, however, that if the Exchange Offer Registration Statement ceases to be effective during any Suspension Period, such 180-day period shall be extended by the number of days such Suspension Period continuedOffer. The Company and the Guarantors shall promptly provide sufficient copies of the latest version of such Prospectus to such Broker-Dealers, Dealers promptly upon request, and in no event later than two Business Days after such request, at any time during such periodone year period in order to facilitate such sales.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a)(i6(a) below have been complied with), the Company and the Guarantors shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission as soon as practicable after the Closing Date, but in no event later than 150 45 days after the Closing Date (or if such 150th 45th day being is not a Business Day, the "FILING DEADLINE"next succeeding Business Day), a Registration Statement under the Securities Act relating to the Exchange Notes and the Exchange Offer, (ii) use all commercially reasonable their best efforts to cause such Exchange Offer Registration Statement to become effective at the earliest possible time, but in no event later than 250 120 days after the Closing Date (or if such 250th 120th day being is not a Business Day, the "EFFECTIVENESS DEADLINE"next succeeding Business Day), (iii) in connection with the foregoing, (A) file all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) file, if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer and (iv) upon the effectiveness of such Registration Statement, commence the Exchange Offer. The Exchange Offer Registration Statement shall be on the appropriate form permitting registration of (i) registration the offers of the Exchange Notes to be offered in exchange for the Initial Notes that are Transfer Restricted Securities and (ii) the resales of Exchange Notes held by Broker-Dealers that tendered into the Exchange Offer Initial Notes that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Initial Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) below. (b) The Company and the Guarantors shall use all commercially reasonable efforts to cause the Exchange Offer Registration Statement to be effective continuously, continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; providedPROVIDED, howeverHOWEVER, that in no event shall such period be less than 20 Business Days30 days after the date notice of the Exchange Offer is mailed to the Holders. The Company and the Guarantors shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Notes shall be included in the Exchange Offer Registration Statement. The Company and the Guarantors shall use all commercially reasonable their best efforts to cause the Exchange Offer to be Consummated on the earliest practicable date after the Exchange Offer Registration Statement has become effective, but in no event later than 30 Business Days thereafter, or longer, if required by 180 days after the federal securities laws (such 30th Closing Date (or longer) if such 180th day being is not a Business Day, the "CONSUMMATION DEADLINE"next succeeding Business Day). (c) The Company and the Guarantors shall include indicate in a "Plan of Distribution" section contained in the Prospectus contained in forming a part of the Exchange Offer Registration Statement and indicate therein that any Broker-Dealer who holds Initial Notes that are Transfer Restricted Securities and that were acquired for the its own account of such Broker-Dealer as a result of market-making activities or other trading activities (other than Initial Notes Transfer Restricted Securities acquired directly from the Company or any Affiliate of the Company), may exchange such Transfer Restricted Securities Initial Notes pursuant to the Exchange Offer; however, such Broker-Dealer may be deemed to be an "underwriter" within the meaning of the Securities Act and must, therefore, deliver a prospectus meeting the requirements of the Securities Act in connection with any resales of the Exchange Notes received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement. Such "Plan of Distribution" section shall also contain all other information with respect to such sales resales by such Broker-Dealers that the Commission may require in order to permit such sales resales pursuant thereto, but such "Plan of Distribution" shall not name any such Broker-Dealer or disclose the amount of Transfer Restricted Securities Notes held by any such Broker-Dealer, Dealer except to the extent required by the Commission as a result of a change in policy, rules or regulations policy after the date of this Agreement. See the Shearman & Sterling no-action letter (available July 2, 1993). Because such Broker-Dealer may be deemed to be an "underwriter" within the meaning of the Act and must, therefore, deliver a prospectus meeting the requirements of the Act in connection with its initial sale of any Exchange Notes received by such Broker-Dealer in the Exchange Offer, the Company and Guarantors shall permit the use of the Prospectus contained in the Exchange Offer Registration Statement by such Broker-Dealer to satisfy such prospectus delivery requirement. To the extent necessary to ensure that the Prospectus contained in the Exchange Offer Registration Statement is available for sales of Exchange Notes by Broker-Dealers, the The Company and the Guarantors agree to shall use all commercially reasonable their best efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented, supplemented and amended and current as required by and subject to the provisions of Sections 6(aSection 6(c) below to the extent necessary to ensure that it is available for resales of Exchange Notes acquired by Broker-Dealers for their own accounts as a result of market-making activities or other trading activities, and (c) hereof and subject to any applicable Suspension Period and in conformity ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period ending on the earlier of (i) 180 days from the date on which the Exchange Offer Registration Statement is Consummated or such shorter period ending on declared effective and (ii) the date when all Transfer Restricted Securities covered by such Registration Statement have been sold pursuant thereto; provided, however, that if the Exchange Offer Registration Statement ceases on which a Broker-Dealer is no longer required to be effective during any Suspension Period, such 180deliver a prospectus in connection with market-day period shall be extended by the number of days such Suspension Period continuedmaking or other trading activities. The Company and the Guarantors shall provide sufficient copies of the latest version of such Prospectus to such Broker-Dealers, Dealers promptly upon request, and in no event later than two Business Days after such request, request at any time during such period180-day (or shorter as provided in the foregoing sentence) period in order to facilitate such resales.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a)(i) below have been complied with)policy, the Company and the Subsidiary Guarantors shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission as soon as practicable after the Issue Date, but in no event later than 150 60 days after the Closing Date (such 150th day being Issue Date, a Registration Statement under the "FILING DEADLINE")Act relating to the Exchange Notes and the Exchange Offer, and (ii) use all commercially reasonable their best efforts to cause such Exchange Offer Registration Statement to become effective at the earliest possible time, but in no event later than 250 120 days after the Closing Date Issue Date, (iii) in connection with the foregoing, (A) file all pre-effective amendments to such 250th day being Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, file a post-effective amendment to such Registration Statement pursuant to Rule 430A under the "EFFECTIVENESS DEADLINE"). The Exchange Offer shall be on Act and (C) cause all necessary filings in connection with the appropriate form permitting (i) registration and qualification of the Exchange Notes to be offered in exchange for made under the Initial Notes that Blue Sky laws of such jurisdictions as are Transfer Restricted Securities and (ii) resales necessary to permit Consummation of Exchange Notes by Broker-Dealers that tendered into the Exchange Offer Initial Notes that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Initial Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) below. (b) The Company and the Guarantors shall use all commercially reasonable efforts to cause the Exchange Offer Registration Statement to be effective continuously, and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however(iv) upon the effectiveness of such Registration Statement, that in no event shall such period be less than 20 Business Days. The Company and commence the Guarantors shall Exchange Offer, (v) cause the Exchange Offer to comply with all remain open for not less than 30 days (or longer if required by applicable federal and state securities laws. No securities other than law) after the Exchange Notes shall be included in date that notice of the Exchange Offer Registration Statement. The Company and is mailed to the Guarantors shall use all commercially reasonable efforts to Holders, (vi) cause the Exchange Offer to be Consummated on the earliest practicable date after the Exchange Offer Registration Statement has become effective, but in no event later than 30 Business Days thereafter150 days after the Issue Date and (vii) cause the Exchange Offer to comply with all applicable federal and state securities laws. The Exchange Offer shall be on the appropriate form permitting registration of the Exchange Notes to be offered in exchange for the Transfer Restricted Securities and to permit resales of Notes held by Broker-Dealers as contemplated by Section 3(b) below. Each Holder who participates in the Exchange Offer will be required to represent that any Exchange Notes received by it will be acquired in the ordinary course of its business, that at the time of the Consummation of the Exchange Offer such Holder will have no arrangement or longerunderstanding with any person to participate in the distribution (within the meaning of the Act) of the Exchange Notes and that such Holder is not an affiliate of the Company or the Subsidiary Guarantors within the meaning of the Act or that if it is an affiliate, if required by that it will comply with the federal securities laws (such 30th (or longer) day being registration and delivery requirements of the "CONSUMMATION DEADLINE")Act to the extent possible. (cb) The Company shall include indicate in a "Plan of Distribution" section contained in the Prospectus contained in the Exchange Offer Registration Statement and indicate therein that any Broker-Dealer who holds Notes that are Transfer Restricted Securities and that were acquired for the its own account of such Broker-Dealer as a result of market-making activities or other trading activities (other than Initial Notes Transfer Restricted Securities acquired directly from the Company or any Affiliate of the Company), ) may exchange such Transfer Restricted Securities pursuant to the Exchange Offer. Such "Plan of Distribution" section shall also contain all other information with respect to such sales by such Broker-Dealers that the Commission may require in order to permit such sales pursuant thereto; however, but such "Plan of Distribution" shall not name any such Broker-Dealer or disclose the amount of Transfer Restricted Securities held by any such Broker-Dealer, except to the extent required by the Commission as a result of a change in policy, rules or regulations after the date of this Agreement. See the Shearman & Sterling no-action letter (available July 2, 1993). Because such Broker-Dealer may be deemed to be an "underwriter" within the meaning of the Act and must, therefore, deliver a prospectus meeting the requirements of the Act in connection with its initial sale any resales of any the Exchange Notes received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the Company and Guarantors shall permit the use delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement Statement. Such "Plan of Distribution" section shall also contain all other information with respect to such resales by Broker-Dealers that the Commission may require in order to permit such resales pursuant thereto, but such "Plan of Distribution" shall not name any such Broker-Dealer or disclose the amount of Senior Notes held by any such Broker-Dealer except to satisfy the extent required by the Commission as a result of a change in policy after the date of this Agreement. The Company acknowledges that, pursuant to current interpretations by the Commission's staff of Section 5 of the Act, in the absence of an applicable exemption therefrom, (i) each Holder which is a broker-dealer electing to exchange Transfer Restricted Securities, acquired for its own account as a result of market making activities or other trading activities, for Exchange Notes (an "Exchanging Dealer"), may be deemed an "underwriter" within the meaning of the Act, and is required to deliver a prospectus containing the information set forth in Annex A hereto on the cover, in Annex B hereto in the "Exchange Offer Procedures" section and the "Purpose of the Exchange Offer" section, and in Annex C hereto in the "Plan of Distribution" section of such prospectus delivery requirement. To the extent necessary in connection with a sale of any such Exchange Notes received by such Exchanging Dealer pursuant to ensure that the Prospectus contained in the Exchange Offer Registration Statement is available for sales of and (ii) an Initial Purchaser that elects to sell Exchange Notes acquired in exchange for Transfer Restricted Securities constituting any portion of an unsold allotment is required to deliver a prospectus containing the information required by BrokerItems 507 or 508 of Regulation S-DealersK under the Act, the as applicable, in connection with such sale. The Company and the Subsidiary Guarantors agree to shall use all commercially reasonable their best efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented, amended effective and current as required to amend and supplement the Prospectus contained therein in order to permit such Prospectus to be lawfully delivered by and all persons subject to the provisions prospectus delivery requirements of Sections 6(athe Act for such period of time as such persons must comply with such requirements in order to resell the Exchange Notes, PROVIDED that (i) in the case where the Prospectus 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 Dealer and the Initial Purchaser have sold all Exchange Notes held by them and (cii) hereof and subject the Company shall make the Prospectus available to any applicable Suspension Period and broker-dealer for use in conformity connection with the requirements any resale of this Agreement, the Act and the policies, rules and regulations of the Commission as announced from time to time, any Exchange Notes for a period of 180 not less than 90 days from after the date on which Consummation of the Exchange Offer is Consummated or such shorter period ending on the date when all Transfer Restricted Securities covered by such Registration Statement Offer. The Company shall be deemed not to have been sold pursuant thereto; provided, however, that if used its best efforts to keep the Exchange Offer Registration Statement ceases to be effective during the requisite period if it voluntarily takes any Suspension Periodaction that would result in, or refuses to take such 180-day period shall be extended action where such failure to act would result in, Holders of Notes covered thereby not able to offer and sell such securities during that period, unless such action or inaction is required by the number of days such Suspension Period continuedapplicable law. The Company and the Guarantors shall provide sufficient copies of the latest version of such Prospectus to such Broker-Dealers, Dealers promptly upon request, and in no event later than two Business Days after such request, request at any time during such periodperiod in order to facilitate such resales.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a)(i6(a) below have been complied with), the Company and the Guarantors shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission as soon as practicable after the Closing Date, but in no event later than 150 45 days after the Closing Date (or if such 150th 45th day being is not a Business Day, the "FILING DEADLINE"next succeeding Business Day), a Registration Statement under the Securities Act relating to the Exchange Notes and the Exchange Offer, (ii) use all commercially reasonable their best efforts to cause such Exchange Offer Registration Statement to become effective at the earliest possible time, but in no event later than 250 120 days after the Closing Date (or if such 250th 120th day being is not a Business Day, the "EFFECTIVENESS DEADLINE"next succeeding Business Day), (iii) in connection with the foregoing, (A) file all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) file, if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer and (iv) upon the effectiveness of such Registration Statement, commence the Exchange Offer. The Exchange Offer Registration Statement shall be on the appropriate form permitting registration of (i) registration the offers of the Exchange Notes to be offered in exchange for the Initial Notes that are Transfer Restricted Securities and (ii) the resales of Exchange Notes held by Broker-Dealers that tendered into the Exchange Offer Initial Notes that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Initial Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) below. (b) The Company and the Guarantors shall use all commercially reasonable efforts to cause the Exchange Offer Registration Statement to be effective continuously, continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days30 days after the date notice of the Exchange Offer is mailed to the Holders. The Company and the Guarantors shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Notes shall be included in the Exchange Offer Registration Statement. The Company and the Guarantors shall use all commercially reasonable their best efforts to cause the Exchange Offer to be Consummated on the earliest practicable date after the Exchange Offer Registration Statement has become effective, but in no event later than 30 Business Days thereafter, or longer, if required by 180 days after the federal securities laws (such 30th Closing Date (or longer) if such 180th day being is not a Business Day, the "CONSUMMATION DEADLINE"next succeeding Business Day). (c) The Company and the Guarantors shall include indicate in a "Plan of Distribution" section contained in the Prospectus contained in forming a part of the Exchange Offer Registration Statement and indicate therein that any Broker-Dealer who holds Initial Notes that are Transfer Restricted Securities and that were acquired for the its own account of such Broker-Dealer as a result of market-making activities or other trading activities (other than Initial Notes Transfer Restricted Securities acquired directly from the Company or any Affiliate of the Company), may exchange such Transfer Restricted Securities Initial Notes pursuant to the Exchange Offer; however, such Broker-Dealer may be deemed to be an "underwriter" within the meaning of the Securities Act and must, therefore, deliver a prospectus meeting the requirements of the Securities Act in connection with any resales of the Exchange Notes received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement. Such "Plan of Distribution" section shall also contain all other information with respect to such sales resales by such Broker-Dealers that the Commission may require in order to permit such sales resales pursuant thereto, but such "Plan of Distribution" shall not name any such Broker-Dealer or disclose the amount of Transfer Restricted Securities Notes held by any such Broker-Dealer, Dealer except to the extent required by the Commission as a result of a change in policy, rules or regulations policy after the date of this Agreement. See the Shearman & Sterling no-action letter (available July 2, 1993). Because such Broker-Dealer may be deemed to be an "underwriter" within the meaning of the Act and must, therefore, deliver a prospectus meeting the requirements of the Act in connection with its initial sale of any Exchange Notes received by such Broker-Dealer in the Exchange Offer, the Company and Guarantors shall permit the use of the Prospectus contained in the Exchange Offer Registration Statement by such Broker-Dealer to satisfy such prospectus delivery requirement. To the extent necessary to ensure that the Prospectus contained in the Exchange Offer Registration Statement is available for sales of Exchange Notes by Broker-Dealers, the The Company and the Guarantors agree to shall use all commercially reasonable their best efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented, supplemented and amended and current as required by and subject to the provisions of Sections 6(aSection 6(c) below to the extent necessary to ensure that it is available for resales of Exchange Notes acquired by Broker-Dealers for their own accounts as a result of market-making activities or other trading activities, and (c) hereof and subject to any applicable Suspension Period and in conformity ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period ending on the earlier of (i) 180 days from the date on which the Exchange Offer Registration Statement is Consummated or such shorter period ending on declared effective and (ii) the date when all Transfer Restricted Securities covered by such Registration Statement have been sold pursuant thereto; provided, however, that if the Exchange Offer Registration Statement ceases on which a Broker-Dealer is no longer required to be effective during any Suspension Period, such 180deliver a prospectus in connection with market-day period shall be extended by the number of days such Suspension Period continuedmaking or other trading activities. The Company and the Guarantors shall provide sufficient copies of the latest version of such Prospectus to such Broker-Dealers, Dealers promptly upon request, and in no event later than two Business Days after such request, request at any time during such period180-day (or shorter as provided in the foregoing sentence) period in order to facilitate such resales.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a)(i6(a) below have been complied with), the Company and the Guarantors Guarantor shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission as soon as practicable after the Closing Date, but in no event later than 150 60 days after the Closing Date (such 150th day being Date, a Registration Statement under the "FILING DEADLINE")Act relating to the Series B Notes and the Exchange Offer, and (ii) use all commercially reasonable their best efforts to cause such Exchange Offer Registration Statement to become effective at the earliest possible time, but in no event later than 250 100 days after the Closing Date Date, (iii) in connection with the foregoing, file (A) all pre-effective amendments to such 250th day being Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the "EFFECTIVENESS DEADLINE")Act and (C) cause all necessary filings in connection with the registration and qualification of the Series B Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Registration Statement, continence the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Series B Notes to be offered in exchange for the Initial Notes that are Transfer Restricted Securities and (ii) to permit resales of Exchange Notes held by Broker-Dealers that tendered into the Exchange Offer Initial Notes that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Initial Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) below. (b) The Company and the Guarantors shall use all commercially reasonable efforts to cause the Exchange Offer Registration Statement to be effective continuously, continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Daysbusiness days. The Company and the Guarantors shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Notes shall be included in the Exchange Offer Registration Statement. The Company and the Guarantors shall use all commercially reasonable its best efforts to cause the Exchange Offer to be Consummated on the earliest practicable date after the Exchange Offer Registration Statement has become effective, but in no event later than 30 Business Days business days thereafter, or longer, if required by the federal securities laws (such 30th (or longer) day being the "CONSUMMATION DEADLINE"). (c) The Company shall include indicate in a "Plan of Distribution" section contained in the Prospectus contained in the Exchange Offer Registration Statement and indicate therein that any Broker-Dealer who holds Series A Notes that are Transfer Restricted Securities and that were acquired for the its own account of such Broker-Dealer as a result of market-making activities or other trading activities (other than Initial Notes Transfer Restricted Securities acquired directly from the Company or any Affiliate of the Company), may exchange such Transfer Restricted Securities Series A Notes pursuant to the Exchange Offer. Such "Plan of Distribution" section shall also contain all other information with respect to such sales by such Broker-Dealers that the Commission may require in order to permit such sales pursuant thereto; however, but such "Plan of Distribution" shall not name any such Broker-Dealer or disclose the amount of Transfer Restricted Securities held by any such Broker-Dealer, except to the extent required by the Commission as a result of a change in policy, rules or regulations after the date of this Agreement. See the Shearman & Sterling no-action letter (available July 2, 1993). Because such Broker-Dealer may be deemed to be an "underwriter" within the meaning of the Act and must, therefore, deliver a prospectus meeting the requirements of the Act in connection with its initial sale any resales of any Exchange the Series B Notes received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the Company and Guarantors shall permit the use delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement Statement. Such "Plan of Distribution" section shall also contain all other information with respect to such resales by Broker-Dealers that the Commission may require in order to permit such resales pursuant thereto, but such "Plan of Distribution" shall not name any such Broker-Dealer or disclose the amount of Notes held by any such Broker-Dealer except to satisfy such prospectus delivery requirement. To the extent necessary to ensure that required by the Prospectus contained Commission as a result of a change in policy after the Exchange Offer Registration Statement is available for sales date of Exchange Notes by Broker-Dealers, the this Agreement. The Company and the Guarantors agree to Guarantor shall use all commercially reasonable their best efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented, supplemented and amended and current as required by and subject to the provisions of Sections 6(aSection 6(c) below to the extent necessary to ensure that it is available for resales of Notes acquired by Broker-Dealers for their own accounts as a result of market-making activities or other trading activities, and (c) hereof and subject to any applicable Suspension Period and in conformity ensure that it conforms with the requirements of this Agreement, the Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of 180 days one year from the date on which the Exchange Offer is Consummated or such shorter period ending on the date when all Transfer Restricted Securities covered by such Registration Statement have been sold pursuant thereto; provided, however, that if the Exchange Offer Registration Statement ceases to be effective during any Suspension Period, such 180-day period shall be extended by the number of days such Suspension Period continuedis declared effective. The Company and the Guarantors shall provide sufficient copies of the latest version of such Prospectus to such Broker-Dealers, Dealers promptly upon request, and in no event later than two Business Days after such request, request at any time during such periodone-year period in order to facilitate such resales.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a)(i6(a) below have been complied with), the Company and the Guarantors shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission as soon as practicable after the Closing Date, but in no event later than 150 90 days after the Closing Date (such 150th day being Date, a Registration Statement under the "FILING DEADLINE")Act relating to the Series B Securities and the Exchange Offer, and (ii) use all commercially reasonable its best efforts to cause such Exchange Offer Registration Statement to become effective at the earliest possible time, but in no event later than 250 180 days after the Closing Date Date, (iii) in connection with the foregoing, (A) file all pre-effective amendments to such 250th day being Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) file, if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the "EFFECTIVENESS DEADLINE")Act and (C) cause all necessary filings in connection with the registration and qualification of the Series B Securities to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Registration Statement, commence the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Notes Series B Securities, including the Guarantees thereof, to be offered in exchange for the Initial Notes that are Transfer Restricted Securities and (ii) to permit resales of Exchange Notes Securities held by Broker-Dealers that tendered into the Exchange Offer Initial Notes that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Initial Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) below. (b) The Company and the Guarantors shall use all commercially reasonable efforts to cause the Exchange Offer Registration Statement to be effective continuously, continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; providedPROVIDED, howeverHOWEVER, that in no event shall such period be less than 20 Business Days. The Company and the Guarantors shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Notes Securities, including the Guarantees thereof, shall be included in the Exchange Offer Registration Statement. The Company and the Guarantors shall use all commercially reasonable their best efforts to cause the Exchange Offer to be Consummated on the earliest practicable date after the Exchange Offer Registration Statement has become effective, but in no event later than 30 Business Days thereafter, or longer, if required by the federal securities laws (such 30th (or longer) day being the "CONSUMMATION DEADLINE"). (c) The Company and the Guarantors shall include indicate in a "Plan of Distribution" section contained in the Prospectus contained in the Exchange Offer Registration Statement and indicate therein that any Participating Broker-Dealer who holds Transfer Restricted Securities that were acquired for the account of such Broker-Dealer as a result of market-making activities or other trading activities (other than Initial Notes acquired directly from the Company or any Affiliate of the Company), may exchange such Transfer Restricted Series A Securities held by it pursuant to the Exchange Offer. Such "Plan of Distribution" section shall also contain all other information with respect to ; however, such sales by such Broker-Dealers that the Commission may require in order to permit such sales pursuant thereto, but such "Plan of Distribution" shall not name any such Broker-Dealer or disclose the amount of Transfer Restricted Securities held by any such Broker-Dealer, except to the extent required by the Commission as a result of a change in policy, rules or regulations after the date of this Agreement. See the Shearman & Sterling no-action letter (available July 2, 1993). Because such Participating Broker-Dealer may be deemed to be an "underwriter" within the meaning of the Act and must, therefore, deliver a prospectus meeting the requirements of the Act in connection with its initial sale any resales of any Exchange Notes the Series B Securities received by such Participating Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the Company and Guarantors shall permit the use delivery by such Participating Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement Statement. Such "Plan of Distribution" section shall also contain all other information with respect to such resales by Participating Broker-Dealers that the Commission may require in order to permit such resales pursuant thereto, but such "Plan of Distribution" shall not name any such Participating Broker-Dealer or disclose the amount of Securities held by any such Participating Broker-Dealer except to satisfy such prospectus delivery requirement. To the extent necessary to ensure that required by the Prospectus contained Commission as a result of a change in policy after the Exchange Offer Registration Statement is available for sales date of Exchange Notes by Broker-Dealers, the this Agreement. The Company and the Guarantors agree to shall use all commercially reasonable their best efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented, supplemented and amended and current as required by and subject to the provisions of Sections 6(aSection 6(c) below to the extent necessary to ensure that it is available for resales of Securities, including the Guarantees thereof, acquired by Broker-Dealers for their own accounts as a result of market-making activities or other trading activities, and (c) hereof and subject to any applicable Suspension Period and in conformity ensure that it conforms with the requirements of this Agreement, the Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of 180 days one year from the date on which the Exchange Offer is Consummated or such shorter period ending on the date when all Transfer Restricted Securities covered by such Registration Statement have been sold pursuant thereto; provided, however, that if the Exchange Offer Registration Statement ceases to be effective during any Suspension Period, such 180-day period shall be extended by the number of days such Suspension Period continuedis declared effective. The Company and the Guarantors shall provide sufficient copies of the latest version of such Prospectus to such Broker-Dealers, Dealers promptly upon request, and in no event later than two Business Days after such request, request at any time during such periodone-year period in order to facilitate such resales.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a)(i6(a) below have been complied with), the Company and the Guarantors shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission as soon as practicable after the Closing Date, but in no event later than 150 30 days after the Closing Date (such 150th day being Date, a Registration Statement under the "FILING DEADLINE")Act relating to the Series B Senior Notes and the Exchange Offer, and (ii) use all commercially reasonable their best efforts to cause such Exchange Offer Registration Statement to become effective at the earliest possible time, but in no event later than 250 90 days after the Closing Date Date, (iii) in connection with the foregoing, file (A) all pre-effective amendments to such 250th day being Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the "EFFECTIVENESS DEADLINE")Act and (C) cause all necessary filings in connection with the registration and qualification of the Series B Senior Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Registration Statement, commence the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Series B Senior Notes to be offered in exchange for the Initial Notes that are Transfer Restricted Securities and (ii) to permit resales of Exchange Senior Notes held by Broker-Dealers that tendered into the Exchange Offer Initial Notes that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Initial Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) below. (b) The Company and the Guarantors shall use all commercially reasonable efforts to cause the Exchange Offer Registration Statement to be effective continuously, continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; providedPROVIDED, howeverHOWEVER, that in no event shall such period be less than 20 Business Daysbusiness days. The Company and the Guarantors shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Senior Notes shall be included in the Exchange Offer Registration Statement. The Company and the Guarantors shall use all commercially reasonable its best efforts to cause the Exchange Offer to be Consummated on the earliest practicable date after the Exchange Offer Registration Statement has become effective, but in no event later than 30 Business Days business days thereafter, or longer, if required by the federal securities laws (such 30th (or longer) day being the "CONSUMMATION DEADLINE"). (c) The Company shall include indicate in a "Plan of Distribution" section contained in the Prospectus contained in the Exchange Offer Registration Statement and indicate therein that any Broker-Dealer who holds Series A Senior Notes that are Transfer Restricted Securities and that were acquired for the its own account of such Broker-Dealer as a result of market-making activities or other trading activities (other than Initial Notes Transfer Restricted Securities acquired directly from the Company or any Affiliate of the Company), may exchange such Transfer Restricted Securities Series A Senior Notes pursuant to the Exchange Offer. Such "Plan of Distribution" section shall also contain all other information with respect to ; however, such sales by such Broker-Dealers that the Commission may require in order to permit such sales pursuant thereto, but such "Plan of Distribution" shall not name any such Broker-Dealer or disclose the amount of Transfer Restricted Securities held by any such Broker-Dealer, except to the extent required by the Commission as a result of a change in policy, rules or regulations after the date of this Agreement. See the Shearman & Sterling no-action letter (available July 2, 1993). Because such Broker-Broker- Dealer may be deemed to be an "underwriter" within the meaning of the Act and must, therefore, deliver a prospectus meeting the requirements of the Act in connection with its initial sale any resales of any Exchange the Series B Senior Notes received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the Company and Guarantors shall permit the use delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement Statement. Such "Plan of Distribution" section shall also contain all other information with respect to such resales by Broker-Dealers that the Commission may require in order to permit such resales pursuant thereto, but such "Plan of Distribution" shall not name any such Broker-Dealer or disclose the amount of Senior Notes held by any such Broker- Dealer except to satisfy such prospectus delivery requirement. To the extent necessary to ensure that required by the Prospectus contained Commission as a result of a change in policy after the Exchange Offer Registration Statement is available for sales date of Exchange Notes by Broker-Dealers, the this Agreement. The Company and the Guarantors agree to shall use all commercially reasonable their best efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented, supplemented and amended and current as required by and subject to the provisions of Sections 6(aSection 6(c) below to the extent necessary to ensure that it is available for resales of Senior Notes acquired by Broker-Dealers for their own accounts as a result of market-making activities or other trading activities, and (c) hereof and subject to any applicable Suspension Period and in conformity ensure that it conforms with the requirements of this Agreement, the Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of 180 days one year from the date on which the Exchange Offer is Consummated or such shorter period ending on the date when all Transfer Restricted Securities covered by such Registration Statement have been sold pursuant thereto; provided, however, that if the Exchange Offer Registration Statement ceases to be effective during any Suspension Period, such 180-day period shall be extended by the number of days such Suspension Period continuedis declared effective. The Company and the Guarantors shall provide sufficient copies of the latest version of such Prospectus to such Broker-Dealers, Dealers promptly upon request, and in no event later than two Business Days after such request, request at any time during such periodone-year period in order to facilitate such resales.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by applicable federal law or Commission policy (after the procedures set forth in Section 6(a)(i) below have been complied with), the Company and the Subsidiary Guarantors shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission as soon as practicable after the Closing Date, but in no event later than 150 90 days after the Closing Date (such 150th day being Date, the "FILING DEADLINE")Exchange Offer Registration Statement, and (ii) use all its commercially reasonable best efforts to cause such Exchange Offer Registration Statement to become effective at the earliest possible time, but in no event later than 250 150 days after the Closing Date Date, (iii) in connection with the foregoing, (A) file all pre-effective amendments to such 250th day being Exchange Offer Registration Statement as may be reasonably necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the "EFFECTIVENESS DEADLINE")Act and (C) cause all filings which to the knowledge of the Company are necessary, if any, in connection with the registration and qualification of the New Senior Subordinated Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange New Senior Subordinated Notes to be offered in exchange for the Initial Senior Subordinated Notes that are Transfer Restricted Securities and (ii) resales to permit sales of Exchange Notes Broker-Dealer Transfer Restricted Securities by Restricted Broker-Dealers that tendered into the Exchange Offer Initial Notes that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Initial Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) below. (b) The Company and the Subsidiary Guarantors shall use all commercially reasonable their respective best efforts to cause the Exchange Offer Registration Statement to be effective continuously, and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days. The Company and the Subsidiary Guarantors shall cause the Exchange Offer to comply with all applicable federal securities laws and all state securities lawslaws that, to the knowledge of the Company, are applicable. No securities other than the Exchange Notes shall be included in the Exchange Offer Registration Statement. The Company and the Subsidiary Guarantors shall use all their respective commercially reasonable best efforts to cause the Exchange Offer to be Consummated on the earliest practicable date after the Exchange Offer Registration Statement has become effective, but in no event later than 30 Business Days thereafter, or longer, if required by the federal securities laws (such 30th (or longer) day being the "CONSUMMATION DEADLINE"). (c) The Company shall include a "Plan of Distribution" section in the Prospectus contained in the Exchange Offer Registration Statement and indicate therein that any Restricted Broker-Dealer who holds Senior Subordinated Notes that are Transfer Restricted Securities and that were acquired for the account of such Broker-Dealer as a result of market-making activities or other trading activities activities, may exchange such Senior Subordinated Notes (other than Initial Notes Transfer Restricted Securities acquired directly from the Company or any Affiliate affiliate of the Company), may exchange such Transfer Restricted Securities ) pursuant to the Exchange Offer. Such "Plan of Distribution" section shall also contain all other information with respect to such sales by such Broker-Dealers that the Commission may require in order to permit such sales pursuant thereto; however, but such "Plan of Distribution" shall not name any such Broker-Dealer or disclose the amount of Transfer Restricted Securities held by any such Broker-Dealer, except to the extent required by the Commission as a result of a change in policy, rules or regulations after the date of this Agreement. See the Shearman & Sterling no-action letter (available July 2, 1993). Because such Broker-Dealer may be deemed to be an "underwriter" within the meaning of the Act and must, therefore, deliver a prospectus meeting the requirements of the Act in connection with its initial sale of any Exchange Notes each New Senior Subordinated Note received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the Company and Guarantors shall permit the use delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement Statement. Such "Plan of Distribution" section shall also contain all other information with respect to such sales of Broker-Dealer Transfer Restricted Securities by Restricted Broker-Dealers that the Commission may require in order to permit such sales pursuant thereto, but such "Plan of Distribution" shall not name any such Broker-Dealer or disclose the amount of Notes held by any such Broker-Dealer, except to satisfy such prospectus delivery requirement. To the extent necessary to ensure that required by the Prospectus contained Commission as a result of a change in policy after the Exchange Offer Registration Statement is available for sales date of Exchange Notes by Broker-Dealers, the this Agreement. The Company and the Subsidiary Guarantors agree to shall use all their respective commercially reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented, supplemented and amended and current as required by and subject to the provisions of Sections 6(aSection 6(c) below to the extent necessary to ensure that it is available for sales of Broker-Dealer Transfer Restricted Securities by Restricted Broker-Dealers, and (c) hereof and subject to any applicable Suspension Period and in conformity ensure that such Registration Statement conforms with the requirements of this Agreement, the Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of 180 days from the date on which the Exchange Offer is Consummated or such shorter period ending on the date when all Transfer Restricted Securities covered by such Registration Statement have been sold pursuant thereto; provided, however, that if the Exchange Offer Registration Statement ceases to be effective during any Suspension Period, such 180-day period shall be extended by the number of days such Suspension Period continuedConsummated. The Company and the Subsidiary Guarantors shall promptly provide sufficient copies of the latest version of such Prospectus to such Restricted Broker-Dealers, Dealers promptly upon request, and in no event later than two Business Days one day after such request, at any time during such period180-day period in order to facilitate such sales.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a)(i6(a) below have been complied with), the Company and the Guarantors shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission no not later than 150 90 days after the Closing Date (such 150th day being Date, a Registration Statement under the "FILING DEADLINE")Securities Act relating to the Exchange Notes and the Exchange Offer, and (ii) use all commercially their reasonable best efforts to cause such Exchange Offer Registration Statement to become effective no not later than 250 180 days after the Closing Date Date, (iii) in connection with the foregoing, file (A) all pre-effective amendments to such 250th day being Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the "EFFECTIVENESS DEADLINE")Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Registration Statement, commence the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Notes to be offered in exchange for the Initial Notes that are Transfer Restricted Securities and (ii) to permit resales of Exchange Notes held by Broker-Dealers that tendered into the Exchange Offer Initial Notes that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Initial Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) below. (b) The Company and the Guarantors shall use all commercially their reasonable best efforts to cause the Exchange Offer Registration Statement to be effective continuously, continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days30 days after the date notice of the Exchange Offer is mailed to the Holders. The Company and the Guarantors shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Notes shall be included in the Exchange Offer Registration Statement. The Company and the Guarantors shall use all commercially their reasonable best efforts to cause the Exchange Offer to be Consummated on the earliest practicable date after the Exchange Offer Registration Statement has become effective, but in no event later than 30 Business Days thereafter, or longer, if required by after the federal securities laws (such 30th (or longer) day being date the "CONSUMMATION DEADLINE")Exchange Offer Registration Statement has become effective. (c) The Company shall include indicate in a "“Plan of Distribution" ” section contained in the Prospectus contained in forming a part of the Exchange Offer Registration Statement and indicate therein that any Broker-Dealer who holds Initial Notes that are Transfer Restricted Securities and that were acquired for the its own account of such Broker-Dealer as a result of market-making activities or other trading activities (other than Initial Notes Transfer Restricted Securities acquired directly from the Company or any Affiliate of the Company), may exchange such Transfer Restricted Securities Initial Notes pursuant to the Exchange Offer; however, such Broker-Dealer may be deemed to be an “underwriter” within the meaning of the Securities Act and must, therefore, deliver a prospectus meeting the requirements of the Securities Act in connection with any resales of the Exchange Notes received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement. Such "“Plan of Distribution" ” section shall also contain all other information with respect to such sales resales by such Broker-Dealers that the Commission may require in order to permit such sales resales pursuant thereto, but such "“Plan of Distribution" ” shall not name any such Broker-Dealer or disclose the amount of Transfer Restricted Securities Notes held by any such Broker-Dealer, Dealer except to the extent required by the Commission as a result of a change in policy, rules or regulations policy after the date of this Agreement. See the Shearman & Sterling no-action letter (available July 2, 1993). Because such Broker-Dealer may be deemed to be an "underwriter" within the meaning of the Act and must, therefore, deliver a prospectus meeting the requirements of the Act in connection with its initial sale of any Exchange Notes received by such Broker-Dealer in the Exchange Offer, the Company and Guarantors shall permit the use of the Prospectus contained in the Exchange Offer Registration Statement by such Broker-Dealer to satisfy such prospectus delivery requirement. To the extent necessary to ensure that the Prospectus contained in the Exchange Offer Registration Statement is available for sales of Exchange Notes by Broker-Dealers, the The Company and the Guarantors agree to shall use all commercially their reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented, supplemented and amended and current as required by and subject to the provisions of Sections 6(aSection 6(c) below to the extent necessary to ensure that it is available for resales of Notes acquired by Broker-Dealers for their own accounts as a result of market-making activities or other trading activities, and (c) hereof and subject to any applicable Suspension Period and in conformity ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period ending on the earlier of (i) 180 days from the date on which the Exchange Offer Registration Statement is Consummated or such shorter period ending on declared effective (ii) the date when on which a Broker-Dealer is no longer required to deliver a prospectus in connection with market-making or other trading activities and (iii) the date on which all Transfer Restricted Securities the Notes covered by such Exchange Offer Registration Statement have been sold pursuant thereto; provided, however, that if the to such Exchange Offer Registration Statement ceases to be effective during any Suspension Period, such 180-day period shall be extended by the number of days such Suspension Period continuedStatement. The Company and the Guarantors shall provide sufficient copies of the latest version of such Prospectus to such Broker-Dealers, Dealers promptly upon request, and in no event later than two Business Days after such request, request at any time during such period180-day (or shorter as provided in the foregoing sentence) period in order to facilitate such resales.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a)(i6(a) below have been complied with), the Company and the Guarantors Issuer shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission no later than 150 45 days after the Closing Date (such 150th day being Date, a Registration Statement under the "FILING DEADLINE")Securities Act relating to the Exchange Notes and the Exchange Offer, and (ii) use all commercially reasonable its best efforts to cause such Exchange Offer Registration Statement to become effective no later than 250 120 days after the Closing Date Date, (iii) in connection with the foregoing, (A) file all pre-effective amendments to such 250th day being Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, file a post-effective amendment to such Registration Statement pursuant to Rule 430A under the "EFFECTIVENESS DEADLINE")Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Registration Statement, commence the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) to permit registration of the Exchange Notes to be offered in exchange for the Initial Notes that are Transfer Restricted Securities and (ii) resales sales of Exchange Notes Broker-Dealer Transfer Restricted Securities by Restricted Broker-Dealers that tendered into the Exchange Offer Initial Notes that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Initial Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) below. (b) The Company and the Guarantors Issuer shall use all commercially reasonable efforts to cause the Exchange Offer Registration Statement to be effective continuously, continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days30 days after the date notice of the Exchange Offer is mailed to the Holders. The Company and the Guarantors Issuer shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Notes shall be included in the Exchange Offer Registration Statement. The Company and the Guarantors shall use all commercially reasonable efforts to cause the Exchange Offer to be Consummated on the earliest practicable date after the Exchange Offer Registration Statement has become effective, but in no event later than 30 Business Days thereafter, or longer, if required by the federal securities laws (such 30th (or longer) day being the "CONSUMMATION DEADLINE"). (c) The Company shall include a "Plan of Distribution" section in the Prospectus contained in the Exchange Offer Registration Statement and indicate therein that any Broker-Dealer who holds Transfer Restricted Securities that were acquired for the account of such Broker-Dealer as a result of market-making activities or other trading activities (other than Initial Notes acquired directly from the Company or any Affiliate of the Company), may exchange such Transfer Restricted Securities pursuant to the Exchange Offer. Such "Plan of Distribution" section shall also contain all other information with respect to such sales by such Broker-Dealers that the Commission may require in order to permit such sales pursuant thereto, but such "Plan of Distribution" shall not name any such Broker-Dealer or disclose the amount of Transfer Restricted Securities held by any such Broker-Dealer, except to the extent required by the Commission as a result of a change in policy, rules or regulations after the date of this Agreement. See the Shearman & Sterling no-action letter (available July 2, 1993). Because such Broker-Dealer may be deemed to be an "underwriter" within the meaning of the Act and must, therefore, deliver a prospectus meeting the requirements of the Act in connection with its initial sale of any Exchange Notes received by such Broker-Dealer in the Exchange Offer, the Company and Guarantors shall permit the use of the Prospectus contained in the Exchange Offer Registration Statement by such Broker-Dealer to satisfy such prospectus delivery requirement. To the extent necessary to ensure that the Prospectus contained in the Exchange Offer Registration Statement is available for sales of Exchange Notes by Broker-Dealers, the Company and the Guarantors agree to use all commercially reasonable efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented, amended and current as required by and subject to the provisions of Sections 6(a) and (c) hereof and subject to any applicable Suspension Period and in conformity with the requirements of this Agreement, the Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of 180 days from the date on which the Exchange Offer is Consummated or such shorter period ending on the date when all Transfer Restricted Securities covered by such Registration Statement have been sold pursuant thereto; provided, however, that if the Exchange Offer Registration Statement ceases to be effective during any Suspension Period, such 180-day period shall be extended by the number of days such Suspension Period continued. The Company and the Guarantors shall provide sufficient copies of the latest version of such Prospectus to such Broker-Dealers, promptly upon request, and in no event later than two Business Days after such request, at any time during such period.Exchange

Registered Exchange Offer. (a) ai Unless the Exchange Offer shall not be permitted by permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a)(i6(a) below have been complied with), the Company and the Guarantors Issuers shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission as soon as practicable after the Closing Date, but in no event later than 150 45 days after the Closing Date (such 150th day being Date, a Registration Statement under the "FILING DEADLINE")Act relating to the Series B Notes and the Exchange Offer, and (ii) use all commercially reasonable their best efforts to cause such Exchange Offer Registration Statement to become effective at the earliest possible time, but in no event later than 250 135 days after the Closing Date Date, (iii) in connection with the foregoing, file (A) all pre-effective amendments to such 250th day being Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the "EFFECTIVENESS DEADLINE")Act and (C) cause all necessary filings in connection with the registration and qualification of the Series B Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit the Exchange Offer to be Consummated, and (iv) upon the effectiveness of such Registration Statement, commence the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Series B Notes to be offered in exchange for the Initial Notes that are Transfer Restricted Securities and (ii) to permit resales of Exchange Notes held by Broker-Dealers that tendered into the Exchange Offer Initial Notes that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Initial Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) below. . (b) bi The Company and the Guarantors shall use all commercially reasonable efforts to cause the Exchange Offer Registration Statement to be effective continuously, continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Daysbusiness days. The Company and the Guarantors shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Series B Notes shall be included in the Exchange Offer Registration Statement. The Company and the Guarantors shall use all commercially reasonable its best efforts to cause the Exchange Offer to be Consummated on the earliest practicable date after the Exchange Offer Registration Statement has become effective, but in no event later than 30 Business Days business days thereafter, or longer, if required by the federal securities laws (such 30th (or longer) day being the "CONSUMMATION DEADLINE"). (c) The Company shall include a "Plan of Distribution" section in the Prospectus contained in the Exchange Offer Registration Statement and indicate therein that any Broker-Dealer who holds Transfer Restricted Securities that were acquired for the account of such Broker-Dealer as a result of market-making activities or other trading activities (other than Initial Notes acquired directly from the Company or any Affiliate of the Company), may exchange such Transfer Restricted Securities pursuant to the Exchange Offer. Such "Plan of Distribution" section shall also contain all other information with respect to such sales by such Broker-Dealers that the Commission may require in order to permit such sales pursuant thereto, but such "Plan of Distribution" shall not name any such Broker-Dealer or disclose the amount of Transfer Restricted Securities held by any such Broker-Dealer, except to the extent required by the Commission as a result of a change in policy, rules or regulations after the date of this Agreement. See the Shearman & Sterling no-action letter (available July 2, 1993). Because such Broker-Dealer may be deemed to be an "underwriter" within the meaning of the Act and must, therefore, deliver a prospectus meeting the requirements of the Act in connection with its initial sale of any Exchange Notes received by such Broker-Dealer in the Exchange Offer, the Company and Guarantors shall permit the use of the Prospectus contained in the Exchange Offer Registration Statement by such Broker-Dealer to satisfy such prospectus delivery requirement. To the extent necessary to ensure that the Prospectus contained in the Exchange Offer Registration Statement is available for sales of Exchange Notes by Broker-Dealers, the Company and the Guarantors agree to use all commercially reasonable efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented, amended and current as required by and subject to the provisions of Sections 6(a) and (c) hereof and subject to any applicable Suspension Period and in conformity with the requirements of this Agreement, the Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of 180 days from the date on which the Exchange Offer is Consummated or such shorter period ending on the date when all Transfer Restricted Securities covered by such Registration Statement have been sold pursuant thereto; provided, however, that if the Exchange Offer Registration Statement ceases to be effective during any Suspension Period, such 180-day period shall be extended by the number of days such Suspension Period continued. The Company and the Guarantors shall provide sufficient copies of the latest version of such Prospectus to such Broker-Dealers, promptly upon request, and in no event later than two Business Days after such request, at any time during such period.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a)(i6(a) below have been complied with), the Company Issuers and the Guarantors shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission as soon as practicable after the Closing Date, but in no event later than 150 60 days after the Closing Date (such 150th day being Date, the "FILING DEADLINE")Exchange Offer Registration Statement, and (ii) use all commercially reasonable their best efforts to cause such Exchange Offer Registration Statement to become effective at the earliest possible time, but in no event later than 250 150 days after the Closing Date Date, (iii) in connection with the foregoing, file (A) all pre-effective amendments to such 250th day being Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the "EFFECTIVENESS DEADLINE")Act and (C) cause all necessary filings in connection with the registration and qualification of the Series B Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Series B Notes to be offered in exchange for the Initial Notes that are Transfer Restricted Securities and (ii) to permit resales of Exchange Notes held by Broker-Dealers that tendered into the Exchange Offer Initial Notes that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Initial Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) below. (b) The Company and the Guarantors Issuers shall use all commercially reasonable efforts to cause the Exchange Offer Registration Statement to be effective continuously, continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Daysbusiness days. The Company and the Guarantors Issuers shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Notes shall be included in the Exchange Offer Registration Statement. The Company and the Guarantors Issuers shall use all commercially reasonable their best efforts to cause the Exchange Offer to be Consummated on the earliest practicable date after the Exchange Offer Registration Statement has become effective, but in no event later than 30 Business Days business days thereafter, or longer, if required by the federal securities laws (such 30th (or longer) day being the "CONSUMMATION DEADLINE"). (c) The Company Issuers shall include a "Plan of Distribution" section in the Prospectus contained in the Exchange Offer Registration Statement and indicate therein that any Broker-Dealer who holds Series A Notes that are Transfer Restricted Securities and that were acquired for the its own account of such Broker-Dealer as a result of market-making activities or other trading activities (other than Initial Notes Transfer Restricted Securities acquired directly from the Company or any Affiliate of the Company), Issuers) may exchange such Transfer Restricted Securities Series A Notes pursuant to the Exchange Offer. Such "Plan of Distribution" section shall also contain all other information with respect to such sales by such Broker-Dealers that the Commission may require in order to permit such sales pursuant thereto; however, but such "Plan of Distribution" shall not name any such Broker-Dealer or disclose the amount of Transfer Restricted Securities held by any such Broker-Dealer, except to the extent required by the Commission as a result of a change in policy, rules or regulations after the date of this Agreement. See the Shearman & Sterling no-action letter (available July 2, 1993). Because such Broker-Dealer may be deemed to be an "underwriter" within the meaning of the Act and must, therefore, deliver a prospectus meeting the requirements of the Act in connection with its initial sale any resales of any Exchange the Series B Notes received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the Company and Guarantors shall permit the use delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement Statement. Such "Plan of Distribution" section shall also contain all other information with respect to such resales by Broker-Dealers that the Commission may require in order to permit such resales pursuant thereto, but such "Plan of Distribution" shall not name any such Broker-Dealer or disclose the amount of Notes held by any such Broker-Dealer except to satisfy such prospectus delivery requirement. To the extent necessary to ensure that required by the Prospectus contained Commission as a result of a change in policy after the Exchange Offer Registration Statement is available for sales date of Exchange Notes by Broker-Dealers, the Company this Agreement. The Issuers and the Guarantors agree to shall use all commercially reasonable their best efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented, supplemented and amended and current as required by and subject to the provisions of Sections 6(aSection 6(c) below to the extent necessary to ensure that it is available for resales of Notes acquired by Broker-Dealers for their own accounts as a result of market-making activities or other trading activities, and (c) hereof and subject to any applicable Suspension Period and in conformity ensure that it conforms with the requirements of this Agreement, the Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of 180 days one year from the date on which the Exchange Offer is Consummated or such shorter period ending on the date when all Transfer Restricted Securities covered by such Registration Statement have been sold pursuant thereto; provided, however, that if the Exchange Offer Registration Statement ceases to be effective during any Suspension Period, such 180-day period shall be extended by the number of days such Suspension Period continuedis declared effective. The Company and the Guarantors Issuers shall provide sufficient copies of the latest version of such Prospectus to such Broker-Dealers, Dealers promptly upon request, and in no event later than two Business Days after such request, request at any time during such periodone-year period in order to facilitate such resales.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by applicable federal law or Commission policy (after the procedures set forth in Section 6(a)(i) below have been complied with), the Company and the Guarantors shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission as soon as practicable after the Closing Date, but in no event later than 150 90 days after the Closing Date (such 150th day being Date, the "FILING DEADLINE")Exchange Offer Registration Statement, and (ii) use all commercially reasonable their best efforts to cause such Exchange Offer Registration Statement to become effective at the earliest possible time, but in no event later than 250 150 days after the Closing Date Date, (iii) in connection with the foregoing, (A) file all pre-effective amendments to such 250th day being Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the "EFFECTIVENESS DEADLINE")Act and (C) cause all necessary filings, if any, in connection with the registration and qualification of the Series B Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Series B Notes to be offered in exchange for the Initial Series A Notes that are Transfer Restricted Securities Notes and (ii) resales to permit sales of Exchange Broker-Dealer Transfer Restricted Notes by Restricted Broker-Dealers that tendered into the Exchange Offer Initial Notes that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Initial Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) below. (b) The Company and the Guarantors shall use all commercially reasonable its best efforts to cause the Exchange Offer Registration Statement to be effective continuously, and shall keep the Exchange Offer open open, for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days. The Company and the Guarantors shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Notes shall be included in the Exchange Offer Registration Statement. The Company and the Guarantors shall use all commercially reasonable its best efforts to cause the Exchange Offer to be Consummated on the earliest practicable date after the Exchange Offer Registration Statement has become effective, but in no event later than 30 Business Days thereafter, or longer, if required by the federal securities laws (such 30th (or longer) day being the "CONSUMMATION DEADLINE"). (c) The Company shall include a "Plan of Distribution" section in the Prospectus contained in the Exchange Offer Registration Statement and indicate therein that any Restricted Broker-Dealer who holds Series A Notes that are Transfer Restricted Securities Notes and that were acquired for the account of such Broker-Dealer as a result of market-making activities or other trading activities activities, may exchange such Series A Notes (other than Initial Transfer Restricted Notes acquired directly from the Company or any Affiliate of the Company), may exchange such Transfer Restricted Securities ) pursuant to the Exchange Offer. Such "Plan of Distribution" section shall also contain all other information with respect to such sales by such Broker-Dealers that the Commission may require in order to permit such sales pursuant thereto; however, but such "Plan of Distribution" shall not name any such Broker-Dealer or disclose the amount of Transfer Restricted Securities held by any such Broker-Dealer, except to the extent required by the Commission as a result of a change in policy, rules or regulations after the date of this Agreement. See the Shearman & Sterling no-action letter (available July 2, 1993). Because such Broker-Dealer may be deemed to be an "underwriter" within the meaning of the Act and must, therefore, deliver a prospectus meeting the requirements of the Act in connection with its initial sale of any Exchange Notes each Series B Note received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the Company and Guarantors shall permit the use delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement Statement. Such "Plan of Distribution" section shall also contain all other information with respect to such sales of Broker-Dealer Transfer Restricted Notes by Restricted Broker-Dealers that the Commission may require in order to permit such sales pursuant thereto, but such "Plan of Distribution" shall not name any such Broker-Dealer or disclose the amount of Notes held by any such Broker-Dealer except to satisfy such prospectus delivery requirement. To the extent necessary to ensure that required by the Prospectus contained Commission as a result of a change in policy after the Exchange Offer Registration Statement is available for sales date of Exchange Notes by Broker-Dealers, the this Agreement. The Company and the Guarantors agree to shall use all commercially its reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented, supplemented and amended and current as required by and subject to the provisions of Sections 6(aSection 6(c) below to the extent necessary to ensure that it is available for sales of Broker-Dealer Transfer Restricted Notes by Restricted Broker-Dealers, and (c) hereof and subject to any applicable Suspension Period and in conformity ensure that such Registration Statement conforms with the requirements of this Agreement, the Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of 180 120 days from the date on which the Exchange Offer is Consummated or such shorter period ending on the date when all Transfer Restricted Securities covered by such Registration Statement have been sold pursuant thereto; provided, however, that if the Exchange Offer Registration Statement ceases to be effective during any Suspension Period, such 180-day period shall be extended by the number of days such Suspension Period continuedConsummated. The Company and the Guarantors shall promptly provide sufficient copies of the latest version of such Prospectus to such Restricted Broker-Dealers upon such Restricted Broker-Dealers, promptly upon ' reasonable request, and in no event later than two Business Days after such request, at any time during such period120-day period in order to facilitate such sales.

Registered Exchange Offer. (a) 1. Unless the Exchange Offer shall not be permitted by applicable federal law or Commission policy (after the procedures set forth in Section 6(a)(i) below have been complied with), the Company and the Subsidiary Guarantors shall shall: (i) cause the Exchange Offer Registration Statement to be filed with the Commission as soon as practicable after the Closing Date, but in no event later than 150 120 days after the Closing Date (such 150th day being the "FILING DEADLINE"), and Date, (ii) use all commercially reasonable their respective best efforts to cause such Exchange Offer Registration Statement to become effective at the earliest possible time, but in no event later than 250 210 days after the Closing Date Date, (iii) in connection with the foregoing, (A) file all pre-effective amendments to such 250th day being Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the "EFFECTIVENESS DEADLINE")Act and (C) cause all necessary filings, if any, in connection with the registration and qualification of the Exchange Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and Consummate the Exchange Offer. The Exchange Offer Registration Statement shall be on the appropriate form permitting (i) registration of the Exchange Notes to be offered in exchange for the Initial Notes that are Transfer Restricted Securities and (ii) resales to permit sales of Exchange Notes Broker-Dealer Transfer Restricted Securities by Restricted Broker-Dealers that tendered into the Exchange Offer Initial Notes that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Initial Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) below. (b) 2. The Company and the Subsidiary Guarantors shall use all commercially reasonable their respective best efforts to cause the Exchange Offer Registration Statement to be effective continuously, and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, provided that in no event shall such period be less than 20 Business Days. The Company and the Subsidiary Guarantors shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Notes Transfer Restricted Securities shall be included in the Exchange Offer Registration Statement. The Company and the Subsidiary Guarantors shall use all commercially reasonable their respective best efforts to cause the Exchange Offer to be Consummated on the earliest practicable date within 30 Business Days after the date on which such Exchange Offer Registration Statement has become effective, but in no event later than 30 Business Days thereafter, or longer, if required shall have been declared effective by the federal securities laws (such 30th (or longer) day being the "CONSUMMATION DEADLINE")Commission. (c) 3. The Company shall include a "Plan of Distribution" section in the Prospectus contained in the Exchange Offer Registration Statement and indicate therein that any Restricted Broker-Dealer who holds Notes that are Transfer Restricted Securities and that were acquired for the account of such Broker-Dealer as a result of market-making activities or other trading activities activities, may exchange such Notes (other than Initial Notes Transfer Restricted Securities acquired directly from the Company or any Affiliate affiliate of the Company), may exchange such Transfer Restricted Securities ) pursuant to the Exchange Offer. Such section shall also provide that since such Broker-Dealer may be deemed to be an "Plan underwriter" within the meaning of Distribution" the Act, it must therefore deliver a prospectus meeting the requirements of the Act in connection with its initial sale of each Exchange Note received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement. Such section shall also contain all other information with respect to such sales of Broker-Dealer Transfer Restricted Securities by such Restricted Broker-Dealers that the Commission may require in order to permit such sales pursuant thereto, but such "Plan of Distribution" section shall not name any such Broker-Dealer or disclose the amount of Transfer Restricted Securities Notes held by any such Broker-Dealer, except to the extent required by the Commission as a result of a change in policy, rules or regulations policy after the date of this Agreement. See the Shearman & Sterling no-action letter (available July 2, 1993). Because such Broker-Dealer may be deemed to be an "underwriter" within the meaning of the Act and must, therefore, deliver a prospectus meeting the requirements of the Act in connection with its initial sale of any Exchange Notes received by such Broker-Dealer in the Exchange Offer, the Company and Guarantors shall permit the use of the Prospectus contained in the Exchange Offer Registration Statement by such Broker-Dealer to satisfy such prospectus delivery requirement. To the extent necessary to ensure that the Prospectus contained in the Exchange Offer Registration Statement is available for sales of Exchange Notes by Broker-Dealers, the Company and the Guarantors agree to use all commercially reasonable efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented, amended and current as required by and subject to the provisions of Sections 6(a) and (c) hereof and subject to any applicable Suspension Period and in conformity with the requirements of this Agreement, the Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of 180 days from the date on which the Exchange Offer is Consummated or such shorter period ending on the date when all Transfer Restricted Securities covered by such Registration Statement have been sold pursuant thereto; provided, however, that if the Exchange Offer Registration Statement ceases to be effective during any Suspension Period, such 180-day period shall be extended by the number of days such Suspension Period continued. The Company and the Guarantors shall provide sufficient copies of the latest version of such Prospectus to such Broker-Dealers, promptly upon request, and in no event later than two Business Days after such request, at any time during such period.

Registered Exchange Offer. (a) Unless To the Exchange Offer shall extent not be permitted prohibited by any applicable law or Commission policy (after applicable interpretation of the procedures set forth in Section 6(a)(i) below have been complied with)staff of the Commission, the Company and the Guarantors shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission as soon as practicable after the Closing Date, but in no event later than 150 45 days after the Closing Date (such 150th day being Date, an Exchange Offer Registration Statement under the "FILING DEADLINE")Securities Act relating to the Exchange Notes and the Exchange Offer, and (ii) use all commercially reasonable their best efforts to cause such Exchange Offer Registration Statement to become effective at the earliest possible time, but in no event later than 250 120 days after the Closing Date Date, (iii) in connection with the foregoing, (A) file all pre-effective amendments to such 250th day being the "EFFECTIVENESS DEADLINE"). The Exchange Offer shall Registration Statement as may be on necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the appropriate form permitting Securities Act and (iC) cause all necessary filings, if any, in connection with the registration and qualification of the Exchange Notes to be offered in exchange for made under the Initial Notes that Blue Sky laws of such jurisdictions as are Transfer Restricted Securities necessary to permit Consummation of the Exchange Offer, and (iiiv) resales upon the effectiveness of such Exchange Notes by Broker-Dealers that tendered into Offer Registration Statement, commence the Exchange Offer Initial Notes that such Broker-Dealer acquired for and use its own account as a result of market-making activities or other trading activities (other best efforts to Consummate the Exchange Offer on the earliest practicable date thereafter, but in no event later than Initial Notes acquired directly from 30 Business Days after the Company or any of its Affiliates) as contemplated by Section 3(c) below. (b) Exchange Offer Registration Statement shall have been declared effective. The Company and the Guarantors shall use all commercially reasonable its best efforts to cause the Exchange Offer Registration Statement to be effective continuously, and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days. The Exchange Offer shall be on the appropriate form permitting registration of the Exchange Notes to be offered in exchange for the Transfer Restricted Notes and to permit resales of Senior Notes held by Broker-Dealers as contemplated by Section 5 below. (b) The Company shall commence the Exchange Offer by mailing the related Exchange Offer Prospectus and accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law: (i) that the Exchange Offer is being made pursuant to this Agreement and that all Transfer Restricted Notes validly tendered will be accepted for exchange; (ii) the date of acceptance for exchange (which shall comprise a period of at least 20 Business Days from the date such notice is mailed) (the "Exchange Date"); (iii) that any Transfer Restricted Note not tendered will remain outstanding and continue to accrue interest, but will not retain any rights under this Agreement; (iv) that Holders electing to have a Transfer Restricted Note exchanged pursuant to the Exchange Offer will be required to surrender such Transfer Restricted Note, together with the enclosed letter of transmittal, to the institution and at the address (located in the Borough of Manhattan, The City of New York) specified in the notice prior to the close of business on the Exchange Date; and (v) that Holders will be entitled to withdraw their election, not later than the close of business on the Exchange Date, by sending to the institution and at the address (located in the Borough of Manhattan, The City of New York) specified in the notice a telegram, telex, facsimile transmission or letter setting forth the name of such Holder, the principal amount of Transfer Restricted Notes delivered for exchange and a statement that such Holder is withdrawing his election to have such Transfer Restricted Notes exchanged. As soon as practicable after the Exchange Date, the Company shall: (i) accept for exchange Transfer Restricted Notes or portions thereof tendered and not validly withdrawn pursuant to the Exchange Offer; and (ii) deliver, or cause to be delivered, to the Trustee for cancellation all Transfer Restricted Notes or portions thereof so accepted for exchange by the Company and issue, and cause the Guarantors Trustee to promptly authenticate and mail to each Holder, an Exchange Note equal in principal amount to the aggregate principal amount of the Transfer Restricted Notes surrendered by such Holder. (c) The Company shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Notes shall be included for registration in the Exchange Offer Registration Statement. The Company and the Guarantors shall use all commercially reasonable efforts to cause the Exchange Offer to be Consummated on the earliest practicable date after the Exchange Offer Registration Statement has become effective, but in no event later than 30 Business Days thereafter, or longer, if required by the federal securities laws (such 30th (or longer) day being the "CONSUMMATION DEADLINE"). (c) The Company shall include a "Plan of Distribution" section in the Prospectus contained in the Exchange Offer Registration Statement and indicate therein that any Broker-Dealer who holds Transfer Restricted Securities that were acquired for the account of such Broker-Dealer as a result of market-making activities or other trading activities (other than Initial Notes acquired directly from the Company or any Affiliate of the Company), may exchange such Transfer Restricted Securities pursuant to the Exchange Offer. Such "Plan of Distribution" section shall also contain all other information with respect to such sales by such Broker-Dealers that the Commission may require in order to permit such sales pursuant thereto, but such "Plan of Distribution" shall not name any such Broker-Dealer or disclose the amount of Transfer Restricted Securities held by any such Broker-Dealer, except to the extent required by the Commission as a result of a change in policy, rules or regulations after the date of this Agreement. See the Shearman & Sterling no-action letter (available July 2, 1993). Because such Broker-Dealer may be deemed to be an "underwriter" within the meaning of the Act and must, therefore, deliver a prospectus meeting the requirements of the Act in connection with its initial sale of any Exchange Notes received by such Broker-Dealer in the Exchange Offer, the Company and Guarantors shall permit the use of the Prospectus contained in the Exchange Offer Registration Statement by such Broker-Dealer to satisfy such prospectus delivery requirement. To the extent necessary to ensure that the Prospectus contained in the Exchange Offer Registration Statement is available for sales of Exchange Notes by Broker-Dealers, the Company and the Guarantors agree to use all commercially reasonable efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented, amended and current as required by and subject to the provisions of Sections 6(a) and (c) hereof and subject to any applicable Suspension Period and in conformity with the requirements of this Agreement, the Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of 180 days from the date on which the Exchange Offer is Consummated or such shorter period ending on the date when all Transfer Restricted Securities covered by such Registration Statement have been sold pursuant thereto; provided, however, that if the Exchange Offer Registration Statement ceases to be effective during any Suspension Period, such 180-day period shall be extended by the number of days such Suspension Period continued. The Company and the Guarantors shall provide sufficient copies of the latest version of such Prospectus to such Broker-Dealers, promptly upon request, and in no event later than two Business Days after such request, at any time during such period.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a)(i6(a) below have been complied with), the Company and the Guarantors shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission as soon as practicable after the Closing Date, but in no event later than 150 60 days after the Closing Date (such 150th day being Date, a Registration Statement under the "FILING DEADLINE")Act relating to the Series B Notes and the Exchange Offer, and (ii) use all commercially reasonable their best efforts to cause such Exchange Offer Registration Statement to become effective at the earliest possible time, but in no event later than 250 120 days after the Closing Date Date, (iii) in connection with the foregoing, file (A) all pre-effective amendments to such 250th day being Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the "EFFECTIVENESS DEADLINE")Act and (C) cause all necessary filings in connection with the registration and qualification of the Series B Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Registration Statement, commence the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Series B Notes to be offered in exchange for the Initial Notes that are Transfer Restricted Securities and (ii) to permit resales of Exchange Notes held by Broker-Dealers that tendered into the Exchange Offer Initial Notes that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Initial Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) below. (b) The Company and the Guarantors shall use all commercially reasonable efforts to cause the Exchange Offer Registration Statement to be effective continuously, continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Daysbusiness days. The Company and the Guarantors shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Notes shall be included in the Exchange Offer Registration Statement. The Company and the Guarantors shall use all commercially reasonable its best efforts to cause the Exchange Offer to be Consummated on the earliest practicable date after the Exchange Offer Registration Statement has become effective, but in no event later than 30 Business Days business days thereafter, or longer, if required by the federal securities laws (such 30th (or longer) day being the "CONSUMMATION DEADLINE"). (c) The Company shall include indicate in a "Plan of Distribution" section contained in the Prospectus contained in the Exchange Offer Registration Statement and indicate therein that any Broker-Dealer who holds Series A Notes that are Transfer Restricted Securities and that were acquired for the its own account of such Broker-Dealer as a result of market-making activities or other trading activities (other than Initial Notes Transfer Restricted Securities acquired directly from the Company or any Affiliate of the Company), may exchange such Transfer Restricted Securities Series A Notes pursuant to the Exchange Offer. Such "Plan of Distribution" section shall also contain all other information with respect to such sales by such Broker-Dealers that the Commission may require in order to permit such sales pursuant thereto; however, but such "Plan of Distribution" shall not name any such Broker-Dealer or disclose the amount of Transfer Restricted Securities held by any such Broker-Dealer, except to the extent required by the Commission as a result of a change in policy, rules or regulations after the date of this Agreement. See the Shearman & Sterling no-action letter (available July 2, 1993). Because such Broker-Dealer may be deemed to be an "underwriter" within the meaning of the Act and must, therefore, deliver a prospectus meeting the requirements of the Act in connection with its initial sale any resales of any Exchange the Series B Notes received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the Company and Guarantors shall permit the use delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement Statement. Such "Plan of Distribution" section shall also contain all other information with respect to such resales by Broker-Dealers that the Commission may require in order to permit such resales pursuant thereto, but such "Plan of Distribution" shall not name any such Broker-Dealer or disclose the amount of Notes held by any such Broker-Dealer except to satisfy such prospectus delivery requirement. To the extent necessary to ensure that required by the Prospectus contained Commission as a result of a change in policy after the Exchange Offer Registration Statement is available for sales date of Exchange Notes by Broker-Dealers, the this Agreement. The Company and the Guarantors agree to shall use all commercially reasonable their best efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented, supplemented and amended and current as required by and subject to the provisions of Sections 6(aSection 6(c) below to the extent necessary to ensure that it is available for resales of Notes acquired by Broker-Dealers for their own accounts as a result of market-making activities or other trading activities, and (c) hereof and subject to any applicable Suspension Period and in conformity ensure that it conforms with the requirements of this Agreement, the Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of 180 days one year from the date on which the Exchange Offer is Consummated or such shorter period ending on the date when all Transfer Restricted Securities covered by such Registration Statement have been sold pursuant thereto; provided, however, that if the Exchange Offer Registration Statement ceases to be effective during any Suspension Period, such 180-day period shall be extended by the number of days such Suspension Period continuedis declared effective. The Company and the Guarantors shall provide sufficient copies of the latest version of such Prospectus to such Broker-Dealers, Broker- Dealers promptly upon request, and in no event later than two Business Days after such request, request at any time during such periodone-year period in order to facilitate such resales.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by applicable federal law or Commission policy (after the procedures set forth in Section 6(a)(i6(a) below have been complied with), the Company Issuers and the Guarantors shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission as soon as practicable after the Closing Date, but in no event later than 150 45 days after the Closing Date (such 150th day being Date, the "FILING DEADLINE")Exchange Offer Registration Statement, and (ii) use all commercially their reasonable best efforts to cause such Exchange Offer Registration Statement to become effective at the earliest possible time, but in no event later than 250 180 days after the Closing Date Date, (iii) in connection with the foregoing, (A) file all pre-effective amendments to such 250th day being Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the "EFFECTIVENESS DEADLINE")Act and (C) cause all necessary filings, if any, in connection with the registration and qualification of the Exchange Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Notes to be offered in exchange for the Initial Notes that are Transfer Restricted Securities and (ii) resales to permit sales of Exchange Notes Broker-Dealer Transfer Restricted Securities by Restricted Broker-Dealers that tendered into the Exchange Offer Initial Notes that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Initial Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) below. The 45 and 180 day periods referred to in (i) and (ii) of this Section 3(a) shall not include any period in which the Issuers are pursuing a Commission decision pursuant to 6(a)(i) below. (b) The Company Issuers and the Guarantors shall use all commercially their reasonable best efforts to cause the Exchange Offer Registration Statement to be effective continuously, and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days. The Company and the Guarantors Issuers shall cause the Exchange Offer to comply in all material respects with all applicable federal and state securities laws. No securities other than the Exchange Notes Securities shall be included in the Exchange Offer Registration Statement. The Company and the Guarantors Issuers shall use all commercially their respective reasonable best efforts to cause the Exchange Offer to be Consummated on the earliest practicable date after the Exchange Offer Registration Statement has become effective, but in no event later than 30 Business Days thereafter, or longer, if required by the federal securities laws (such 30th (or longer) day being the "CONSUMMATION DEADLINE"). (c) The Company Issuers and the Guarantors shall include a "Plan of Distribution" section in the Prospectus contained in the Exchange Offer Registration Statement and indicate therein that any Restricted Broker-Dealer who holds Notes that are Transfer Restricted Securities and that were acquired for the account of such Broker-Dealer as a result of market-making activities or other trading activities activities, may exchange such Notes (other than Initial Notes Transfer Restricted Securities acquired directly from the Company Issuers or any Affiliate affiliate of the Company), may exchange such Transfer Restricted Securities Issuers) pursuant to the Exchange Offer. Such "Plan of Distribution" section shall also contain all other information with respect to such sales by such Broker-Dealers that the Commission may require in order to permit such sales pursuant thereto; however, but such "Plan of Distribution" shall not name any such Broker-Dealer or disclose the amount of Transfer Restricted Securities held by any such Broker-Dealer, except to the extent required by the Commission as a result of a change in policy, rules or regulations after the date of this Agreement. See the Shearman & Sterling no-action letter (available July 2, 1993). Because such Broker-Dealer may be deemed to be an "underwriter" within the meaning of the Act and must, therefore, deliver a prospectus meeting the requirements of the Act in connection with its initial sale of any each Exchange Notes Note received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the Company and Guarantors shall permit the use delivery by such Broker- Dealer of the Prospectus contained in the Exchange Offer Registration Statement Statement. Such "Plan of Distribution" section shall also contain all other information with respect to such sales of Broker-Dealer Transfer Restricted Securities by Restricted Broker-Dealers that the Commission may require in order to permit such sales pursuant thereto, but such "Plan of Distribution" shall not name any such Broker-Dealer or disclose the amount of Securities held by any such Broker- Dealer, except to satisfy such prospectus delivery requirement. To the extent necessary to ensure that required by the Prospectus contained Commission as a result of a change in policy after the Exchange Offer Registration Statement is available for sales date of Exchange Notes by Broker-Dealers, the Company this Agreement. The Issuers and the Guarantors agree to shall use all commercially their respective reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented, supplemented and amended and current as required by and subject to the provisions of Sections 6(aSection 6(c) below to the extent necessary to ensure that it is available for sales of Broker-Dealer Transfer Restricted Securities by Restricted Broker-Dealers, and (c) hereof and subject to any applicable Suspension Period and ensure that such Registration Statement conforms in conformity all material respects with the requirements of this Agreement, the Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of 180 days from the date on which the Exchange Offer is Consummated or such shorter period ending on the date when all Transfer Restricted Securities covered by such Registration Statement have been sold pursuant thereto; provided, however, that if the Exchange Offer Registration Statement ceases to be effective during any Suspension Period, such 180-day period shall be extended by the number of days such Suspension Period continuedis declared effective. The Company and the Guarantors Issuers shall promptly provide sufficient copies of the latest version of such Prospectus to such Restricted Broker-Dealers, Dealers promptly upon request, and in no event later than two Business Days after such request, at any time during such period180 days period in order to facilitate such sales.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by applicable federal law or Commission policy (after the procedures set forth in Section 6(a)(i) below hereof have been complied with), the Company and the Guarantors shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission as soon as practicable after the Closing Date, but in no event later than 150 90 days after the Closing Date (such 150th day being Date, the "FILING DEADLINE")Exchange Offer Registration Statement, and (ii) use all commercially reasonable its best efforts to cause such Exchange Offer Registration Statement to become effective at the earliest possible time, but in no event later than 250 150 days after the Closing Date Date, (iii) in connection with the foregoing, (A) file all pre-effective amendments to such 250th day being Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the "EFFECTIVENESS DEADLINE")Securities Act and (C) cause all necessary filings, if any, in connection with the registration and qualification of the New Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange New Notes to be offered in exchange for the Initial Senior Notes that are Transfer Restricted Securities and (ii) resales to permit sales of Exchange Notes Broker-Dealer Transfer Restricted Securities by Restricted Broker-Dealers that tendered into the Exchange Offer Initial Notes that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Initial Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) belowhereof. (b) The Company and the Guarantors shall use all commercially reasonable its best efforts to cause the Exchange Offer Registration Statement to be effective continuously, and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, provided that in no event shall such period be less than 20 Business Days. The Company and the Guarantors shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Notes shall be included in the Exchange Offer Registration Statement. The Company and the Guarantors shall use all commercially reasonable its best efforts to cause the Exchange Offer to be Consummated on the earliest practicable date after the Exchange Offer Registration Statement has become effective, but in no event later than 30 Business Days thereafter, or longer, if required by the federal securities laws (such 30th (or longer) day being the "CONSUMMATION DEADLINE"). (c) The Company shall include a "Plan of Distribution" section in the Prospectus contained in the Exchange Offer Registration Statement and indicate therein that any Restricted Broker-Dealer who holds Senior Notes that are Transfer Restricted Securities and that were acquired for the account of such Broker-Dealer as a result of market-making activities or other trading activities activities, may exchange such Senior Notes (other than Initial Notes Transfer Restricted Securities acquired directly from the Company or any Affiliate of the Company), may exchange such Transfer Restricted Securities ) pursuant to the Exchange Offer; however, such Broker-Dealer may be deemed to be an "underwriter" within the meaning of the Securities Act and must, therefore, deliver a prospectus meeting the requirements of the Securities Act in connection with its initial sale of each New Note received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement. Such "Plan of Distribution" section shall also contain all other information with respect to such sales of Broker-Dealer Transfer Restricted Securities by such Restricted Broker-Dealers that the Commission may require in order to permit such sales pursuant thereto, but such "Plan of Distribution" shall not name any such Broker-Dealer or disclose the amount of Transfer Restricted Securities Notes held by any such Broker-Dealer, except to the extent required by the Commission as a result of a change in policy, rules or regulations policy after the date of this Agreement. See the Shearman & Sterling no-action letter (available July 2, 1993). Because such Broker-Dealer may be deemed to be an "underwriter" within the meaning of the Act and must, therefore, deliver a prospectus meeting the requirements of the Act in connection with The Company shall use its initial sale of any Exchange Notes received by such Broker-Dealer in the Exchange Offer, the Company and Guarantors shall permit the use of the Prospectus contained in the Exchange Offer Registration Statement by such Broker-Dealer to satisfy such prospectus delivery requirement. To the extent necessary to ensure that the Prospectus contained in the Exchange Offer Registration Statement is available for sales of Exchange Notes by Broker-Dealers, the Company and the Guarantors agree to use all commercially reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented, supplemented and amended and current as required by and subject to the provisions of Sections 6(a) and (cSection 6(c) hereof to the extent necessary to ensure that it is available for sales of Broker-Dealer Transfer Restricted Securities by Restricted Broker-Dealers, and subject to any applicable Suspension Period and in conformity ensure that such Registration Statement conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of 180 120 days from the date on which the Exchange Offer is Consummated or such shorter period ending on the date when all Transfer Restricted Securities covered by such Registration Statement have been sold pursuant thereto; provided, however, that if the Exchange Offer Registration Statement ceases to be effective during any Suspension Period, such 180-day period shall be extended by the number of days such Suspension Period continuedConsummated. The Company and the Guarantors shall promptly provide sufficient copies of the latest version of such Prospectus to such Restricted Broker-Dealers, Dealers promptly upon request, and in no event later than two Business Days one day after such request, at any time during such period120-day period in order to facilitate such sales.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a)(i6(a) below have been complied with), the Company and the Guarantors shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission as soon as practicable after the Closing Date, but in no event later than 150 30 days after the Closing Date (such 150th day being Date, a Registration Statement under the "FILING DEADLINE")Act relating to the Exchange Notes and the Exchange Offer, and (ii) use all commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective at the earliest possible time, but in no event later than 250 90 days after the Closing Date Date, (iii) in connection with the foregoing, file (A) all pre-effective amendments to such 250th day being Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the "EFFECTIVENESS DEADLINE")Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Registration Statement, commence the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Notes to be offered in exchange for the Initial Notes that are Transfer Restricted Securities and (ii) to permit resales of Exchange Notes held by Broker-Dealers that tendered into the Exchange Offer Initial Notes that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Initial Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) below. (b) The Company and the Guarantors shall use all commercially reasonable efforts to cause the Exchange Offer Registration Statement to be effective continuously, continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days30 days after the date notice of the Exchange Offer is mailed to the Holders. The Company and the Guarantors shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Notes shall be included in the Exchange Offer Registration Statement. The Company and the Guarantors shall use all commercially reasonable its best efforts to cause the Exchange Offer to be Consummated on the earliest practicable date after the Exchange Offer Registration Statement has become effective, but in no event later than 30 Business Days thereafter, or longer, if required by 120 days after the federal securities laws (such 30th (or longer) day being the "CONSUMMATION DEADLINE")Closing Date. (c) The Company shall include indicate in a "Plan of Distribution" section contained in the Prospectus contained in forming a part of the Exchange Offer Registration Statement and indicate therein that any Broker-Dealer who holds Initial Notes that are Transfer Restricted Securities and that were acquired for the its own account of such Broker-Dealer as a result of market-making activities or other trading activities (other than Initial Notes Transfer Restricted Securities acquired directly from the Company or any Affiliate of the Company), may exchange such Transfer Restricted Securities Initial Notes pursuant to the Exchange Offer. Such "Plan of Distribution" section shall also contain all other information with respect to such sales by such Broker-Dealers that the Commission may require in order to permit such sales pursuant thereto; however, but such "Plan of Distribution" shall not name any such Broker-Dealer or disclose the amount of Transfer Restricted Securities held by any such Broker-Dealer, except to the extent required by the Commission as a result of a change in policy, rules or regulations after the date of this Agreement. See the Shearman & Sterling no-action letter (available July 2, 1993). Because such Broker-Dealer may be deemed to be an "underwriter" within the meaning of the Act and must, therefore, deliver a prospectus meeting the requirements of the Act in connection with its initial sale any resales of any the Exchange Notes received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the Company and Guarantors shall permit the use delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement Statement. Such "Plan of Distribution" section shall also contain all other information with respect to such resales by Broker-Dealers that the Commission may require in order to permit such resales pursuant thereto, but such "Plan of Distribution" shall not name any such Broker-Dealer or disclose the amount of Notes held by any such Broker-Dealer except to satisfy such prospectus delivery requirement. To the extent necessary to ensure that required by the Prospectus contained Commission as a result of a change in policy after the Exchange Offer Registration Statement is available for sales date of Exchange Notes by Broker-Dealers, the this Agreement. The Company and the Guarantors agree to shall use all commercially reasonable its best efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented, supplemented and amended and current as required by and subject to the provisions of Sections 6(aSection 6(c) below to the extent necessary to ensure that it is available for resales of Notes acquired by Broker-Dealers for their own accounts as a result of market-making activities or other trading activities, and (c) hereof and subject to any applicable Suspension Period and in conformity ensure that it conforms with the requirements of this Agreement, the Act and the policies, rules and regulations of the Commission as announced from time to time, for a period ending on the earlier of (i) 180 days from the date on which the Exchange Offer Registration Statement is Consummated or such shorter period ending on declared effective and (ii) the date when all Transfer Restricted Securities covered by such Registration Statement have been sold pursuant thereto; provided, however, that if the Exchange Offer Registration Statement ceases on which a Broker-Dealer is no longer required to be effective during any Suspension Period, such 180deliver a prospectus in connection with market-day period shall be extended by the number of days such Suspension Period continuedmaking or other trading activities. The Company and the Guarantors shall provide sufficient copies of the latest version of such Prospectus to such Broker-Dealers, Dealers promptly upon request, and in no event later than two Business Days after such request, request at any time during such period180-day (or shorter as provided in the foregoing sentence) period in order to facilitate such resales.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a)(i6(a) below have been complied with), the Company Company, NBG Inc. and the Guarantors shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission as soon as practicable after the Closing Date, but in no event later than 150 120 days after the Closing Date (such 150th day being Date, a Registration Statement under the "FILING DEADLINE")Securities Act relating to the Exchange Notes and the Exchange Offer, and (ii) use all commercially reasonable their best efforts to cause such Exchange Offer Registration Statement to become effective at the earliest possible time, but in no event later than 250 135 days after the Closing Date filing of the Exchange Offer Registration Statement, (iii) in connection with the foregoing, (A) file all pre-effective amendments to such 250th day being Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, file a post-effective amendment to such Registration Statement pursuant to Rule 430A under the "EFFECTIVENESS DEADLINE")Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Registration Statement, commence the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Notes to be offered in exchange for the Initial Notes that are Transfer Restricted Securities and (ii) to permit resales of Exchange Notes held by Broker-Dealers that tendered into the Exchange Offer Initial Notes that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Initial Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) below. (b) The Company Company, NBG Inc. and the Guarantors shall use all commercially reasonable efforts to cause the Exchange Offer Registration Statement to be effective continuously, continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days30 days after the date notice of the Exchange Offer is mailed to the Holders. The Company Company, NBG Inc. and the Guarantors shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Notes shall be included in the Exchange Offer Registration Statement. The Company Company, NBG Inc. and the Guarantors shall use all commercially reasonable their best efforts to cause the Exchange Offer to be Consummated on the earliest practicable date after the Exchange Offer Registration Statement has become effective, but in no event later than 30 Business Days thereafter45 days after the date on which the Exchange Offer Registration Statement has been declared effective, or longer, if unless required by the any applicable federal securities laws (such 30th (or longer) day being the "CONSUMMATION DEADLINE")laws. (c) The Company shall include indicate in a "“Plan of Distribution" ” section contained in the Prospectus contained in forming a part of the Exchange Offer Registration Statement and indicate therein that any Broker-Broker Dealer who holds Initial Notes that are Transfer Restricted Securities and that were acquired for the its own account of such Broker-Dealer as a result of market-making activities or other trading activities (other than Initial Notes Transfer Restricted Securities acquired directly from the Company or any Affiliate of the Company), ) may exchange such Transfer Restricted Securities Initial Notes pursuant to the Exchange Offer. Such "Plan of Distribution" section shall also contain all other information with respect to such sales by such Broker-Dealers that the Commission may require in order to permit such sales pursuant thereto; however, but such "Plan of Distribution" shall not name any such Broker-Dealer or disclose the amount of Transfer Restricted Securities held by any such Broker-Dealer, except to the extent required by the Commission as a result of a change in policy, rules or regulations after the date of this Agreement. See the Shearman & Sterling no-action letter (available July 2, 1993). Because such Broker-Dealer may be deemed to be an "underwriter" within the meaning of the Act and must, therefore, deliver a prospectus meeting the requirements of the Act in connection with its initial sale of any Exchange Notes received by such Broker-Dealer in the Exchange Offer, the Company and Guarantors shall permit the use of the Prospectus contained in the Exchange Offer Registration Statement by such Broker-Dealer to satisfy such prospectus delivery requirement. To the extent necessary to ensure that the Prospectus contained in the Exchange Offer Registration Statement is available for sales of Exchange Notes by Broker-Dealers, the Company and the Guarantors agree to use all commercially reasonable efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented, amended and current as required by and subject to the provisions of Sections 6(a) and (c) hereof and subject to any applicable Suspension Period and in conformity with the requirements of this Agreement, the Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of 180 days from the date on which the Exchange Offer is Consummated or such shorter period ending on the date when all Transfer Restricted Securities covered by such Registration Statement have been sold pursuant thereto; provided, however, that if the Exchange Offer Registration Statement ceases to be effective during any Suspension Period, such 180-day period shall be extended by the number of days such Suspension Period continued. The Company and the Guarantors shall provide sufficient copies of the latest version of such Prospectus to such Broker-Dealers, promptly upon request, and in no event later than two Business Days after such request, at any time during such period.an

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by applicable law or Commission policy (after the procedures set forth in Section 6(a)(i) below have been complied with), the Company and the Guarantors shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission as soon as practicable after the Closing Date, but in no event later than 150 45 days after the Closing Date (such 150th day being Date, the "FILING DEADLINE")Exchange Offer Registration Statement, and (ii) use all commercially their reasonable best efforts to cause such Exchange Offer Registration Statement to become effective at the earliest possible time, but in no event later than 250 120 days after the Closing Date Date, (iii) in connection with the foregoing, (A) file all pre-effective amendments to such 250th day being Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the "EFFECTIVENESS DEADLINE"Act and (C) cause all necessary filings, if any, in connection with the registration and qualification of the Series B Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer (provided, however, that the Company shall not be obligated to file in any jurisdiction in which it is not so qualified or take any action which would subject it to general service of process or taxation in any jurisdiction where it is not so subject), and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Series B Notes to be offered in exchange for the Initial Notes that are Transfer Restricted Securities Notes and (ii) resales to permit sales of Exchange Broker-Dealer Transfer Restricted Notes by Restricted Broker-Dealers that tendered into the Exchange Offer Initial Notes that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Initial Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) below. (b) The Company and the Guarantors shall use all commercially their reasonable best efforts to cause the Exchange Offer Registration Statement to be effective continuously, and shall keep the Exchange Offer open open, for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days. The Company and the Guarantors shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Notes shall be included in the Exchange Offer Registration Statement. The Company and the Guarantors shall use all commercially its reasonable best efforts to cause the Exchange Offer to be Consummated on the earliest practicable date after the Exchange Offer Registration Statement has become effective, but in no event later than 30 45 Business Days thereafter, or longer, if required by the federal securities laws (such 30th (or longer) day being the "CONSUMMATION DEADLINE"). (c) The Company shall include a "Plan of Distribution" section in the Prospectus contained in the Exchange Offer Registration Statement and indicate therein that any Restricted Broker-Dealer who holds Transfer Restricted Securities Notes and that were acquired for the account of such Broker-Broker- Dealer as a result of market-making activities or other trading activities (other than Initial Notes acquired directly from the Company or any Affiliate of the Company)activities, may exchange such Transfer Restricted Securities Notes (other than Transfer Restricted Notes acquired directly from the Company) pursuant to the Exchange Offer. Such "Plan of Distribution" section shall also contain all other information with respect to such sales by such Broker-Dealers that the Commission may require in order to permit such sales pursuant thereto; provided, but such "Plan of Distribution" shall not name any such Broker-Dealer or disclose the amount of Transfer Restricted Securities held by any such Broker-Dealerhowever, except to the extent required by the Commission as a result of a change in policy, rules or regulations after the date of this Agreement. See the Shearman & Sterling no-action letter (available July 2, 1993). Because such Broker-Dealer may be deemed to be an "underwriter" within the meaning of the Act and must, therefore, deliver a prospectus meeting the requirements of the Act in connection with its initial sale of any Exchange Notes each Series B Note received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the Company and Guarantors shall permit the use delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement Statement. Such "Plan of Distribution" section shall also contain all other information with respect to such sales of Broker-Dealer Transfer Restricted Notes by Restricted Broker-Dealers that the Commission may require in order to permit such sales pursuant thereto, but such "Plan of Distribution" shall not name any such Broker-Dealer or disclose the amount of Notes held by any such Broker-Dealer except to satisfy such prospectus delivery requirement. To the extent necessary to ensure that the Prospectus contained in the Exchange Offer Registration Statement is available for sales of Exchange Notes by Broker-Dealers, the Company and the Guarantors agree to use all commercially reasonable efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented, amended and current as required by and subject to the provisions Commission as a result of Sections 6(a) and (c) hereof and subject to any applicable Suspension Period and a change in conformity with policy after the requirements date of this Agreement, the Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of 180 days from the date on which the Exchange Offer is Consummated or such shorter period ending on the date when all Transfer Restricted Securities covered by such Registration Statement have been sold pursuant thereto; provided, however, that if the Exchange Offer Registration Statement ceases to be effective during any Suspension Period, such 180-day period shall be extended by the number of days such Suspension Period continued. The Company and the Guarantors shall provide sufficient copies of the latest version of such Prospectus to such Broker-Dealers, promptly upon request, and in no event later than two Business Days after such request, at any time during such period.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by applicable federal law or Commission policy (after the procedures set forth in Section 6(a)(i) below have been complied with), the Company and the Guarantors shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission as soon as practicable after the Closing Date, but in no event later than 150 30 days after the Closing Date (such 150th day being Date, the "FILING DEADLINE")Exchange Offer Registration Statement, and (ii) use all commercially reasonable their best efforts to cause such Exchange Offer Registration Statement to become effective at the earliest practicable time, but in no event later than 250 120 days after the Closing Date Date, (iii) in connection with the foregoing, (A) file all pre-effective amendments to such 250th day being Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Act and (C) cause all necessary filings, if any, in connection with the registration and qualification of the Exchange Securities to be made under the state securities or "EFFECTIVENESS DEADLINE")Blue Sky" laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, except as otherwise provided in Section 6(c)(xi) below, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence the Exchange Offer. The Exchange Offer shall be on the an appropriate form permitting (i) registration of the Exchange Notes Securities to be offered in exchange for the Initial Notes Securities that are Transfer Restricted Securities and (ii) to permit resales of Exchange Notes Broker-Dealer Transfer Restricted Securities by Restricted Broker-Dealers that tendered into the Exchange Offer Initial Notes that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Initial Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) below. If, after such Exchange Offer Registration Statement initially is declared effective by the Commission, the Exchange Offer or the issuance of Exchange Securities thereunder or the sale of Transfer Restricted Securities pursuant thereto as contemplated by Section 3(c) below is interfered with by any stop order, injunction or other order or requirement of the Commission or any other governmental agency or court, such Exchange Offer Registration Statement shall be deemed not to have become effective for purposes of this Agreement during the period that such stop order, injunction or other similar order or requirement remain in effect. (b) The Company and the Guarantors shall use all commercially reasonable their best efforts to cause the Exchange Offer Registration Statement to be effective continuously, continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days. The Company and the Guarantors shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Notes Securities shall be included in the Exchange Offer Registration Statement. The Company and the Guarantors shall use all commercially reasonable their best efforts to cause the Exchange Offer to be Consummated on or prior to 45 days after the earliest practicable date after on which the Exchange Offer Registration Statement has become is declared effective, but in no event later than 30 Business Days thereafter, or longer, if required by 150 days after the federal securities laws (such 30th (or longer) day being the "CONSUMMATION DEADLINE")Closing Date. (c) The Company and the Guarantors shall include a "Plan of Distribution" section in the Prospectus contained in the Exchange Offer Registration Statement and indicate therein that any Restricted Broker-Dealer who holds Initial Securities that are Transfer Restricted Securities and that were acquired for the account of such Broker-Dealer as a result of market-making activities or other trading activities activities, may exchange such Initial Securities (other than Initial Notes Transfer Restricted Securities acquired directly from the Company or any Affiliate of and the Company), may exchange such Transfer Restricted Securities Guarantors) pursuant to the Exchange Offer; provided, however, such Broker-Dealer may be deemed to be an "underwriter" within the meaning of the Act and the rules and regulations of the Commission promulgated thereunder and must, therefore, deliver a prospectus meeting the requirements of the Act in connection with any resales of the Exchange Securities received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement. Such "Plan of Distribution" section shall also contain all other information with respect to such sales resales of Broker-Dealer Transfer Restricted Securities by such Restricted Broker-Dealers that the Commission may require in order to permit such sales resales pursuant thereto, but such "Plan of Distribution" shall not name any such Broker-Dealer or disclose the amount of Transfer Restricted Securities held by any such Broker-Dealer, Dealer except to the extent required by the Commission as a result of a change in policy, rules or regulations policy after the date of this Agreement. See the Shearman & Sterling no-action letter (available July 2, 1993). Because such Broker-Dealer may be deemed to be an "underwriter" within the meaning of the Act and must, therefore, deliver a prospectus meeting the requirements of the Act in connection with its initial sale of any Exchange Notes received by such Broker-Dealer in the Exchange Offer, the Company and Guarantors shall permit the use of the Prospectus contained in the Exchange Offer Registration Statement by such Broker-Dealer to satisfy such prospectus delivery requirement. To the extent necessary to ensure that the Prospectus contained in the Exchange Offer Registration Statement is available for sales of Exchange Notes by Broker-Dealers, the The Company and the Guarantors agree to shall use all commercially reasonable their best efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented, supplemented and amended and current as required by and subject to the provisions of Sections 6(aSection 6(c) below to the extent necessary to ensure that it is available for resales of Broker-Dealer Transfer Restricted Securities by Restricted Broker-Dealers, and (c) hereof and subject to any applicable Suspension Period and in conformity ensure that such Registration Statement conforms with the requirements of this Agreement, the Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of 180 days from the date on which the Exchange Offer is Consummated or such shorter period ending on the date when all Transfer Restricted Securities covered by such Registration Statement have been sold pursuant thereto; provided, however, that if the Exchange Offer Registration Statement ceases to be effective during any Suspension Period, such 180-day period shall be extended by the number of days such Suspension Period continuedConsummated. The Company and the Guarantors shall promptly provide sufficient copies of the latest version of such Prospectus to such Restricted Broker-Dealers, Dealers promptly upon request, and in no event later than two Business Days days after such request, at any time during such period180-day period in order to facilitate such resales.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by applicable federal law or Commission policy (after the procedures set forth in Section 6(a)(i) below have been complied with), the Company and the Guarantors shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission as soon as practicable after the Closing Date, but in no event later than 150 180 days after the Closing Date (such 150th day being Date, the "FILING DEADLINE")Exchange Offer Registration Statement, and (ii) use all commercially reasonable its best efforts to cause such Exchange Offer Registration Statement to become effective at the earliest possible time, but in no event later than 250 270 days after the Closing Date Date, (iii) in connection with the foregoing, (A) file all pre-effective amendments to such 250th day being the "EFFECTIVENESS DEADLINE"). The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Notes to be offered in exchange for the Initial Notes that are Transfer Restricted Securities and (ii) resales of Exchange Notes by Broker-Dealers that tendered into the Exchange Offer Initial Notes that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Initial Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) below.Registration (b) The Company and the Guarantors shall use all commercially reasonable its best efforts to cause the Exchange Offer Registration Statement to be effective continuously, and shall to keep the Exchange Offer open open, for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days45 days after the date notice of the Exchange Offer is mailed to the Holders. The Company and the Guarantors shall cause the Exchange Offer to comply with all applicable federal and state securities laws and all applicable laws, regulations and/or ordinances, including all applicable tender offer rules and regulations under the Exchange Act. No securities other than the Exchange Notes shall be included in the Exchange Offer Registration Statement. The Company and the Guarantors shall use all commercially reasonable its best efforts to cause the Exchange Offer to be Consummated on the earliest practicable date after the Exchange Offer Registration Statement has become effective, but in no event later than 30 Business Days 45 days thereafter, or longer, if required by the federal securities laws (such 30th (or longer) day being the "CONSUMMATION DEADLINE"). (c) The Company shall include a "Plan of Distribution" section in the Prospectus contained in the Exchange Offer Registration Statement and indicate therein that any Broker-Dealer who holds Transfer Restricted Securities that were acquired for the account of such Broker-Dealer as a result of market-making activities or other trading activities (other than Initial Notes acquired directly from the Company or any Affiliate of the Company), may exchange such Transfer Restricted Securities pursuant to the Exchange Offer. Such "Plan of Distribution" section shall also contain all other information with respect to such sales by such Broker-Dealers that the Commission may require in order to permit such sales pursuant thereto, but such "Plan of Distribution" shall not name any such Broker-Dealer or disclose the amount of Transfer Restricted Securities held by any such Broker-Dealer, except to the extent required by the Commission as a result of a change in policy, rules or regulations after the date of this Agreement. See the Shearman & Sterling no-action letter (available July 2, 1993). Because such Broker-Dealer may be deemed to be an "underwriter" within the meaning of the Act and must, therefore, deliver a prospectus meeting the requirements of the Act in connection with its initial sale of any Exchange Notes received by such Broker-Dealer in the Exchange Offer, the Company and Guarantors shall permit the use of the Prospectus contained in the Exchange Offer Registration Statement by such Broker-Dealer to satisfy such prospectus delivery requirement. To the extent necessary to ensure that the Prospectus contained in the Exchange Offer Registration Statement is available for sales of Exchange Notes by Broker-Dealers, the Company and the Guarantors agree to use all commercially reasonable efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented, amended and current as required by and subject to the provisions of Sections 6(a) and (c) hereof and subject to any applicable Suspension Period and in conformity with the requirements of this Agreement, the Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of 180 days from the date on which the Exchange Offer is Consummated or such shorter period ending on the date when all Transfer Restricted Securities covered by such Registration Statement have been sold pursuant thereto; provided, however, that if the Exchange Offer Registration Statement ceases to be effective during any Suspension Period, such 180-day period shall be extended by the number of days such Suspension Period continued. The Company and the Guarantors shall provide sufficient copies of the latest version of such Prospectus to such Broker-Dealers, promptly upon request, and in no event later than two Business Days after such request, at any time during such period.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by permissible under applicable law or Commission interpretation or policy (after the procedures set forth in Section 6(a)(i6(a) below have been complied with), the Company and the Guarantors Issuers shall (i) use their reasonable best efforts to cause the Exchange Offer Registration Statement to be filed with the Commission as soon as practicable after the Closing Date, but in no event later than 150 90 days after the Closing Date (such 150th day being Date, an Exchange Offer Registration Statement under the "FILING DEADLINE")Securities Act, and (ii) use all commercially reasonable their best efforts to cause such Exchange Offer Registration Statement to become effective at the earliest possible time, but in no event later than 250 210 days after the Closing Date Date, (iii) in connection with the foregoing, file (A) all pre-effective amendments to such 250th day being Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the "EFFECTIVENESS DEADLINE")Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Notes to be offered in exchange for the Initial Notes that are Transfer Restricted Securities and (ii) to permit resales of Exchange Notes held by Broker-Dealers that tendered into the Exchange Offer Initial Notes that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Initial Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) below. (b) The Company and the Guarantors Issuers shall use all commercially reasonable efforts to cause the Exchange Offer Registration Statement to be effective continuously, continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; providedPROVIDED, howeverHOWEVER, that in no event shall such period be less than 20 Business Days30 days after the date notice of the Exchange Offer is mailed to the Holders. The Company and the Guarantors Issuers shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Notes shall be included in the Exchange Offer Registration Statement. The Company and the Guarantors Issuers shall use all commercially reasonable their best efforts to cause the Exchange Offer to be Consummated on the earliest practicable date after the Exchange Offer Registration Statement has become effective, but in no event later than 30 Business Days thereafter, or longer, if required by business days after the federal securities laws (such 30th (or longer) day being the "CONSUMMATION DEADLINE")Exchange Offer Registration Statement was declared effective. (c) The Company Issuers shall include indicate in a "Plan of Distribution" section contained in the Prospectus contained in forming a part of the Exchange Offer Registration Statement and indicate therein that any Broker-Dealer who holds Initial Notes that are Transfer Restricted Securities and that were acquired for the its own account of such Broker-Dealer as a result of market-making activities or other trading activities (other than Initial Notes Transfer Restricted Securities acquired directly from the Company or any Affiliate of the CompanyIssuers), may exchange such Transfer Restricted Securities Initial Notes pursuant to the Exchange Offer; HOWEVER, such Broker-Dealer may be deemed to be an "underwriter" within the meaning of the Securities Act and must, therefore, deliver a prospectus meeting the requirements of the Securities Act in connection with any resales of the Exchange Notes received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the delivery by such Broker-Dealer of the Prospectus. Such "Plan of Distribution" section shall also contain all other information with respect to such sales resales by such Broker-Dealers that the Commission may require in order to permit such sales resales pursuant thereto, but such "Plan of Distribution" shall not name any such Broker-Dealer or disclose the amount of Transfer Restricted Securities Notes held by any such Broker-Dealer, Dealer except to the extent required by the Commission as a result of a change in policy, rules or regulations policy after the date of this Agreement. See the Shearman & Sterling no-action letter (available July 2, 1993). Because such Broker-Dealer may be deemed to be an "underwriter" within the meaning of the Act and must, therefore, deliver a prospectus meeting the requirements of the Act in connection with its initial sale of any Exchange Notes received by such Broker-Dealer in the Exchange Offer, the Company and Guarantors The Issuers shall permit the use of the Prospectus contained in the Exchange Offer Registration Statement by such Broker-Dealer to satisfy such prospectus delivery requirement. To the extent necessary to ensure that the Prospectus contained in the Exchange Offer Registration Statement is available for sales of Exchange Notes by Broker-Dealers, the Company and the Guarantors agree to use all commercially reasonable their best efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented, supplemented and amended and current as required by and subject to the provisions of Sections 6(aSection 6(c) below to the extent necessary to ensure that it is available for resales of Notes acquired by Broker-Dealers for their own accounts as a result of market-making activities or other trading activities, and (c) hereof and subject to any applicable Suspension Period and in conformity ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period ending on the earlier of (i) 180 days from the date on which the Exchange Offer Registration Statement is Consummated or such shorter period ending on declared effective and (ii) the date when all Transfer Restricted Securities covered by such Registration Statement have been sold pursuant thereto; provided, however, that if the Exchange Offer Registration Statement ceases on which a Broker-Dealer is no longer required to be effective during any Suspension Period, such 180deliver a prospectus in connection with market-day period shall be extended by the number of days such Suspension Period continuedmaking or other trading activities. The Company and the Guarantors Issuers shall provide sufficient copies of the latest version of such Prospectus to such Broker-Dealers, Dealers promptly upon request, and in no event later than two Business Days after such request, reasonable request at any time during such period180-day (or shorter as provided in the foregoing sentence) period in order to facilitate such resales.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a)(i) below have been complied with), the Company and the Guarantors shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission as soon as practicable after the Closing Date, but in no event later than 150 days after the Closing Date (such 150th day being Date, a Registration Statement under the "FILING DEADLINE")Securities Act relating to the Exchange Notes and the Exchange Offer, and (ii) use all commercially their reasonable best efforts to cause such Exchange Offer Registration Statement to become effective at the earliest possible time, but in no event later than 250 240 days after the Closing Date Date, (iii) in connection with the foregoing, file (A) all pre-effective amendments to such 250th day being Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the "EFFECTIVENESS DEADLINE")Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Registration Statement, commence the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Notes to be offered in exchange for the Initial Notes that are Transfer Restricted Securities and (ii) to permit resales of Exchange Notes held by Broker-Dealers that tendered into the Exchange Offer Initial Notes that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Initial Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) below. (b) The Company and the Guarantors shall use all commercially their reasonable best efforts to cause the Exchange Offer Registration Statement to be effective continuously, continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Daysbusiness days after the date notice of the Exchange Offer is mailed to the Holders. The Company and the Guarantors shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Notes shall be included in the Exchange Offer Registration Statement. The Company and the Guarantors shall use all commercially their reasonable best efforts to cause the Exchange Offer to be Consummated on the earliest practicable date after the Exchange Offer Registration Statement has become effective, but in no event later than 30 Business Days thereafter, or longer, if required by business days after the federal securities laws (such 30th (or longer) day being date the "CONSUMMATION DEADLINE")Exchange Offer Registration Statement has become effective. (c) The Company shall include indicate in a "Plan of Distribution" section contained in the Prospectus contained in forming a part of the Exchange Offer Registration Statement and indicate therein that any Broker-Dealer who holds Initial Notes that are Transfer Restricted Securities and that were acquired for the its own account of such Broker-Dealer as a result of market-making activities or other trading activities (other than Initial Notes Transfer Restricted Securities acquired directly from the Company or any Affiliate of the Company), may exchange such Transfer Restricted Securities Initial Notes pursuant to the Exchange Offer; however, such Broker-Dealer may be deemed to be an "underwriter" within the meaning of the Securities Act and must, therefore, deliver a prospectus meeting the requirements of the Securities Act in connection with any resales of the Exchange Notes received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement. Such "Plan of Distribution" section shall also contain all other information with respect to such sales resales by such Broker-Dealers that the Commission may require in order to permit such sales resales pursuant thereto, but such "Plan of Distribution" shall not name any such Broker-Dealer or disclose the amount of Transfer Restricted Securities Notes held by any such Broker-Dealer, Dealer except to the extent required by the Commission as a result of a change in policy, rules or regulations policy after the date of this Agreement. See the Shearman & Sterling no-action letter (available July 2, 1993). Because such Broker-Dealer may be deemed to be an "underwriter" within the meaning of the Act and must, therefore, deliver a prospectus meeting the requirements of the Act in connection with its initial sale of any Exchange Notes received by such Broker-Dealer in the Exchange Offer, the Company and Guarantors shall permit the use of the Prospectus contained in the Exchange Offer Registration Statement by such Broker-Dealer to satisfy such prospectus delivery requirement. To the extent necessary to ensure that the Prospectus contained in the Exchange Offer Registration Statement is available for sales of Exchange Notes by Broker-Dealers, the The Company and the Guarantors agree to shall use all commercially their reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented, supplemented and amended and current as required by and subject to the provisions of Sections 6(aSection 6(c) below to the extent necessary to ensure that it is available for resales of Notes acquired by Broker-Dealers for their own accounts as a result of market-making activities or other trading activities, and (c) hereof and subject to any applicable Suspension Period and in conformity ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period ending on the earlier of (i) 180 days from the date on which the Exchange Offer Registration Statement is Consummated or such shorter period ending on declared effective and (ii) the date when all Transfer Restricted Securities covered by such Registration Statement have been sold pursuant thereto; provided, however, that if the Exchange Offer Registration Statement ceases on which a Broker-Dealer is no longer required to be effective during any Suspension Period, such 180deliver a prospectus in connection with market-day period shall be extended by the number of days such Suspension Period continuedmaking or other trading activities. The Company and the Guarantors shall provide sufficient copies of the latest version of such Prospectus to such Broker-Dealers, Dealers promptly upon request, and in no event later than two Business Days after such request, request at any time during such period180-day (or shorter as provided in the foregoing sentence) period in order to facilitate such resales.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a)(i) ), below have been complied with), the Company and the Guarantors shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission as soon as practicable after the Closing Date, but in no event later than 120 days after the Closing Date, a Registration Statement under the Securities Act relating to the Exchange Notes and the Exchange Offer, (ii) use its reasonable best efforts to cause such Registration Statement to become effective at the earliest possible time, but in no event later than 150 days after the Closing Date Date, (iii) in connection with the foregoing, file (A) all pre-effective amendments to such 150th day being Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the "FILING DEADLINE")Securities Act and (C) all necessary filings in connection with the registration and qualification of the Exchange Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iiiv) use all commercially reasonable efforts to cause upon the effectiveness of such Registration Statement, commence the Exchange Offer. The Exchange Offer Registration Statement to become effective no later than 250 days after the Closing Date (such 250th day being the "EFFECTIVENESS DEADLINE"). The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Notes to be offered in exchange for the Initial Notes that are Transfer Restricted Securities and (ii) to permit resales of Exchange Notes held by Participating Broker-Dealers that tendered into the Exchange Offer Initial Notes that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Initial Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) below. (b) The Company and the Guarantors shall use all commercially its reasonable best efforts to cause the Exchange Offer Registration Statement to be effective continuously, continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days30 days after the date notice of the Exchange Offer is mailed to the Holders. The Company and the Guarantors shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Notes shall be included in the Exchange Offer Registration Statement. The Company and the Guarantors shall use all commercially its reasonable best efforts to cause the Exchange Offer to be Consummated on the earliest practicable date after the Exchange Offer Registration Statement has become is declared effective, but in no event later than 30 Business Days thereafter, or longer, if required by 180 days after the federal securities laws Closing Date (such 30th (or longer) day being the "CONSUMMATION DEADLINEConsummation Deadline"). (c) The Company shall include indicate in a "Plan of Distribution" section contained in the Prospectus contained in forming a part of the Exchange Offer Registration Statement and indicate therein that any Broker-Dealer who holds Transfer Restricted Securities that were acquired for the account of such Broker-Dealer as a result of market-making activities or other trading activities (other than Initial Notes acquired directly from the Company or any Affiliate of the Company), may exchange such Transfer Restricted Securities pursuant to the Exchange Offer. Such "Plan of Distribution" section shall also contain all other information with respect to such sales by such Broker-Dealers that the Commission may require in order to permit such sales pursuant thereto, but such "Plan of Distribution" shall not name any such Broker-Dealer or disclose the amount of Transfer Restricted Securities held by any such Broker-Dealer, except to the extent required by the Commission as a result of a change in policy, rules or regulations after the date of this Agreement. See the Shearman & Sterling no-action letter (available July 2, 1993). Because such Broker-Dealer may be deemed to be an "underwriter" within the meaning of the Act and must, therefore, deliver a prospectus meeting the requirements of the Act in connection with its initial sale of any Exchange Notes received by such Broker-Dealer in the Exchange Offer, the Company and Guarantors shall permit the use of the Prospectus contained in the Exchange Offer Registration Statement by such Broker-Dealer to satisfy such prospectus delivery requirement. To the extent necessary to ensure that the Prospectus contained in the Exchange Offer Registration Statement is available for sales of Exchange Notes by Broker-Dealers, the Company and the Guarantors agree to use all commercially reasonable efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented, amended and current as required by and subject to the provisions of Sections 6(a) and (c) hereof and subject to any applicable Suspension Period and in conformity with the requirements of this Agreement, the Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of 180 days from the date on which the Exchange Offer is Consummated or such shorter period ending on the date when all Transfer Restricted Securities covered by such Registration Statement have been sold pursuant thereto; provided, however, that if the Exchange Offer Registration Statement ceases to be effective during any Suspension Period, such 180-day period shall be extended by the number of days such Suspension Period continued. The Company and the Guarantors shall provide sufficient copies of the latest version of such Prospectus to such Broker-Dealers, promptly upon request, and in no event later than two Business Days after such request, at any time during such period.any

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a)(i6(a) below hereof have been complied with), the Company Issuer and each of the Guarantors shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission no later than 150 365 days after November 10, 2012 (or if such 365th day is not a Business Day, the Closing Date (such 150th day being the "FILING DEADLINE"next succeeding Business Day), a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer, (ii) use all commercially their reasonable best efforts to cause such Exchange Offer Registration Statement to become effective no later than 250 days after November 10, 2013 (or if such day is not a Business Day, the Closing Date next succeeding Business Day), (iii) in connection with the foregoing, (A) file all pre-effective amendments to such 250th day being Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, file a post-effective amendment to such Registration Statement pursuant to Rule 430A under the "EFFECTIVENESS DEADLINE")Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Registration Statement, commence the Exchange Offer and issue Exchange Securities in exchange for all Transfer Restricted Securities tendered pursuant to the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Notes Securities to be offered in exchange for the Initial Notes that are Transfer Restricted Securities and (ii) to permit resales of Exchange Notes Transfer Restricted Securities held by Broker-Dealers that tendered into the Exchange Offer Initial Notes that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Initial Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) belowhereof. (b) The Company Issuer and the Guarantors shall use all commercially reasonable efforts to cause the Exchange Offer Registration Statement to be effective continuously, continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business DaysDays after the date notice of the Exchange Offer is mailed to the Holders. The Company Issuer and the Guarantors shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Notes Securities shall be included in the Exchange Offer Registration Statement. The Company Issuer and the Guarantors shall use all commercially their reasonable best efforts to cause the Exchange Offer to be Consummated on the earliest practicable date after the Exchange Offer Registration Statement has become effective, but in no event later than 30 45 Business Days thereafterafter the date on which the Exchange Offer Registration Statement has been declared effective (or if such 45th day is not a Business Day, or longerthe next succeeding Business Day), if unless required by the any applicable federal securities laws (such 30th (or longer) day being the "CONSUMMATION DEADLINE")laws. (c) The Company Issuer shall include indicate in a "“Plan of Distribution" ” section contained in the Prospectus contained in forming a part of the Exchange Offer Registration Statement and indicate therein that any Broker-Dealer who holds Transfer Restricted Securities that were acquired for the its own account of such Broker-Dealer as a result of market-making activities or other trading activities (other than Initial Notes Transfer Restricted Securities acquired directly from the Company or any Affiliate of the Company), Issuer) may exchange such Transfer Restricted Securities pursuant to the Exchange Offer; however, such Broker-Dealer may be deemed to be an “underwriter” within the meaning of the Securities Act and must, therefore, deliver a prospectus meeting the requirements of the Securities Act in connection with any resales of the Exchange Securities received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement. Such "“Plan of Distribution" ” section shall also contain all other information with respect to such sales resales by such Broker-Dealers that the Commission may require in order to permit such sales resales pursuant thereto, but such "“Plan of Distribution" ” shall not name any such Broker-Dealer or disclose the amount of Transfer Restricted Securities held by any such Broker-Dealer, Dealer except to the extent required by the Commission as a result of a change in policy, rules or regulations policy after the date of this Agreement. See the Shearman & Sterling no-action letter (available July 2, 1993). Because such Broker-Dealer may be deemed to be an "underwriter" within the meaning The Issuer and each of the Act and must, therefore, deliver a prospectus meeting the requirements of the Act in connection with its initial sale of any Exchange Notes received by such Broker-Dealer in the Exchange Offer, the Company and Guarantors shall permit the use of the Prospectus contained in the Exchange Offer Registration Statement by such Broker-Dealer to satisfy such prospectus delivery requirement. To the extent necessary to ensure that the Prospectus contained in the Exchange Offer Registration Statement is available for sales of Exchange Notes by Broker-Dealers, the Company and the Guarantors agree to use all commercially its reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented, supplemented and amended and current as required by and subject to the provisions of Sections 6(a) and (cSection 6(c) hereof to the extent necessary to ensure that it is available for resales of Transfer Restricted Securities acquired by Broker-Dealers for their own accounts as a result of market-making activities or other trading activities, and subject to any applicable Suspension Period and in conformity ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period ending on the earlier of (i) 180 days from the date on which the Exchange Offer Registration Statement is Consummated or such shorter period ending on declared effective and (ii) the date when all Transfer Restricted Securities covered by such Registration Statement have been sold pursuant thereto; provided, however, that if the Exchange Offer Registration Statement ceases on which a Broker-Dealer is no longer required to be effective during any Suspension Period, such 180deliver a prospectus in connection with market-day period shall be extended by the number of days such Suspension Period continuedmaking or other trading activities. The Company and the Guarantors Issuer shall provide sufficient copies of the latest version of such Prospectus to such Broker-Dealers, Dealers promptly upon request, and in no event later than two Business Days after such request, request at any time during such period180-day (or shorter as provided in the foregoing sentence) period in order to facilitate such resales.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by applicable federal law or Commission policy (after the procedures set forth in Section 6(a)(i) below have been complied with), the Company and the Subsidiary Guarantors shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission as soon as practicable after the Closing Date, but in no event later than 150 90 days after the Closing Date (such 150th day being Date, the "FILING DEADLINE")Exchange Offer Registration Statement, and (ii) use all its commercially reasonable best efforts to cause such Exchange Offer Registration Statement to become effective at the earliest possible time, but in no event later than 250 150 days after the Closing Date Date, (iii) in connection with the foregoing, (A) file all pre-effective amendments to such 250th day being Exchange Offer Registration Statement as may be reasonably necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the "EFFECTIVENESS DEADLINE")Act and (C) cause all filings which to the knowledge of the Company are necessary, if any, in connection with the registration and qualification of the New Senior Subordinated Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange New Senior Subordinated Notes to be offered in exchange for the Initial Senior Subordinated Notes that are Transfer Restricted Securities and (ii) resales to permit sales of Exchange Notes Broker-Dealer Transfer Restricted Securities by Restricted Broker-Dealers that tendered into the Exchange Offer Initial Notes that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Initial Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) below. (b) The Company and the Subsidiary Guarantors shall use all commercially reasonable their respective best efforts to cause the Exchange Offer Registration Statement to be effective continuously, and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days. The Company and the Subsidiary Guarantors shall cause the Exchange Offer to comply with all applicable federal securities laws and all state securities lawslaws that, to the knowledge of the Company, are applicable. No securities other than the Exchange Notes shall be included in the Exchange Offer Registration Statement. The Company and the Subsidiary Guarantors shall use all their respective commercially reasonable best efforts to cause the Exchange Offer to be Consummated on the earliest practicable date after the Exchange Offer Registration Statement has become effective, but in no event later than 30 Business Days thereafter, or longer, if required by the federal securities laws (such 30th (or longer) day being the "CONSUMMATION DEADLINE"). (c) The Company shall include a "Plan of Distribution" section in the Prospectus contained in the Exchange Offer Registration Statement and indicate therein that any Restricted Broker-Dealer who holds Senior Subordinated Notes that are Transfer Restricted Securities and that were acquired for the account of such Broker-Dealer as a result of market-making activities or other trading activities activities, may exchange such Senior Subordinated Notes (other than Initial Notes Transfer Restricted Securities acquired directly from the Company or any Affiliate affiliate of the Company), may exchange such Transfer Restricted Securities ) pursuant to the Exchange Offer. Such "Plan of Distribution" section shall also contain all other information with respect to such sales by such Broker-Dealers that the Commission may require in order to permit such sales pursuant thereto; however, but such "Plan of Distribution" shall not name any such Broker-Dealer or disclose the amount of Transfer Restricted Securities held by any such Broker-Dealer, except to the extent required by the Commission as a result of a change in policy, rules or regulations after the date of this Agreement. See the Shearman & Sterling no-action letter (available July 2, 1993). Because such Broker-Dealer may be deemed to be an "underwriter" within the meaning of the Act and must, therefore, deliver a prospectus meeting the requirements of the Act in connection with its initial sale of any Exchange Notes received by such Broker-Dealer in the Exchange Offer, the Company and Guarantors shall permit the use of the Prospectus contained in the Exchange Offer Registration Statement by such Broker-Dealer to satisfy such prospectus delivery requirement. To the extent necessary to ensure that the Prospectus contained in the Exchange Offer Registration Statement is available for sales of Exchange Notes by Broker-Dealers, the Company and the Guarantors agree to use all commercially reasonable efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented, amended and current as required by and subject to the provisions of Sections 6(a) and (c) hereof and subject to any applicable Suspension Period and in conformity with the requirements of this Agreement, the Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of 180 days from the date on which the Exchange Offer is Consummated or such shorter period ending on the date when all Transfer Restricted Securities covered by such Registration Statement have been sold pursuant thereto; provided, however, that if the Exchange Offer Registration Statement ceases to be effective during any Suspension Period, such 180-day period shall be extended by the number of days such Suspension Period continued. The Company and the Guarantors shall provide sufficient copies of the latest version of such Prospectus to such Broker-Dealers, promptly upon request, and in no event later than two Business Days after such request, at any time during such period.each New Senior

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a)(i6(a) below have been complied with), the Company and the Guarantors shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission as soon as practicable after the Closing Date, but in no event later than 150 90 days after the Closing Date (such 150th day being Date, a Registration Statement under the "FILING DEADLINE")Securities Act relating to the Exchange Notes and the Exchange Offer, and (ii) use all their commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective at the earliest possible time, but in no event later than 250 240 days after the Closing Date Date, (iii) in connection with the foregoing, file (A) all pre-effective amendments to such 250th day being Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the "EFFECTIVENESS DEADLINE")Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Registration Statement, commence the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Notes to be offered in exchange for the Initial Notes that are Transfer Restricted Securities and (ii) to permit resales of Exchange Notes held by Broker-Dealers that tendered into the Exchange Offer Initial Notes that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Initial Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) below. (b) The Company and the Guarantors shall use all commercially reasonable efforts to cause the Exchange Offer Registration Statement to be effective continuously, continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days30 days after the date notice of the Exchange Offer is mailed to the Holders. The Company and the Guarantors shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Notes shall be included in the Exchange Offer Registration Statement. The Company and the Guarantors shall use all their commercially reasonable efforts to cause the Exchange Offer to be Consummated on the earliest practicable date after the Exchange Offer Registration Statement has become effective, but in no event later than 30 Business Days thereafter, or longer, if required by the federal securities laws (such 30th (or longer) day being the "CONSUMMATION DEADLINE")business days after Exchange Offer Registration Statement has become effective. (c) The Company shall include indicate in a "Plan of Distribution" section contained in the Prospectus contained in forming a part of the Exchange Offer Registration Statement and indicate therein that any Broker-Dealer who holds Initial Notes that are Transfer Restricted Securities and that were acquired for the its own account of such Broker-Dealer as a result of market-making activities or other trading activities (other than Initial Notes Transfer Restricted Securities acquired directly from the Company or any Affiliate of the Company), may exchange such Transfer Restricted Securities Initial Notes pursuant to the Exchange Offer; however, such Broker-Dealer may be deemed to be an "underwriter" within the meaning of the Securities Act and must, therefore, deliver a prospectus meeting the requirements of the Securities Act in connection with any resales of the Exchange Notes received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement. Such "Plan of Distribution" section shall also contain all other information with respect to such sales resales by such Broker-Dealers that the Commission may require in order to permit such sales resales pursuant thereto, but such "Plan of Distribution" shall not name any such Broker-Dealer or disclose the amount of Transfer Restricted Securities Notes held by any such Broker-Dealer, Dealer except to the extent required by the Commission as a result of a change in policy, rules or regulations policy after the date of this Agreement. See the Shearman & Sterling no-action letter (available July 2, 1993). Because such Broker-Dealer may be deemed to be an "underwriter" within the meaning of the Act and must, therefore, deliver a prospectus meeting the requirements of the Act in connection with its initial sale of any Exchange Notes received by such Broker-Dealer in the Exchange Offer, the Company and Guarantors shall permit the use of the Prospectus contained in the Exchange Offer Registration Statement by such Broker-Dealer to satisfy such prospectus delivery requirement. To the extent necessary to ensure that the Prospectus contained in the Exchange Offer Registration Statement is available for sales of Exchange Notes by Broker-Dealers, the The Company and the Guarantors agree to shall use all their commercially reasonable efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented, supplemented and amended and current as required by and subject to the provisions of Sections 6(aSection 6(c) below to the extent necessary to ensure that it is available for resales of Notes acquired by Broker-Dealers for their own accounts as a result of market-making activities or other trading activities, and (c) hereof and subject to any applicable Suspension Period and in conformity ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period ending on the earlier of (i) 180 days from the date on which the Exchange Offer Registration Statement is Consummated or such shorter period ending on declared effective and (ii) the date when all Transfer Restricted Securities covered by such Registration Statement have been sold pursuant thereto; provided, however, that if the Exchange Offer Registration Statement ceases on which a Broker-Dealer is no longer required to be effective during any Suspension Period, such 180deliver a prospectus in connection with market-day period shall be extended by the number of days such Suspension Period continuedmaking or other trading activities. The Company and the Guarantors shall provide sufficient copies of the latest version of such Prospectus to such Broker-Dealers, Dealers promptly upon request, and in no event later than two Business Days after such request, request at any time during such period180-day (or shorter as provided in the foregoing sentence) period in order to facilitate such resales.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a)(i6(a) below have been complied with), the Company and the Guarantors shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission as soon as practicable after the Closing Date, but in no event later than 150 90 days after the Closing Date (such 150th day being Date, a Registration Statement under the "FILING DEADLINE")Act relating to the Series B Notes and the Exchange Offer, and (ii) use all commercially reasonable their best efforts to cause such Exchange Offer Registration Statement to become effective at the earliest possible time, but in no event later than 250 180 days after the Closing Date Date, (iii) in connection with the foregoing, file (A) all pre-effective amendments to such 250th day being Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the "EFFECTIVENESS DEADLINE")Act and (C) cause all necessary filings in connection with the registration and qualification of the Series B Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Registration Statement, commence the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Series B Notes to be offered in exchange for the Initial Notes that are Transfer Restricted Securities and (ii) to permit resales of Exchange Notes held by Broker-Dealers that tendered into the Exchange Offer Initial Notes that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Initial Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) below. (b) The Company and the Guarantors shall use all commercially reasonable efforts to cause the Exchange Offer Registration Statement to be effective continuously, continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Daysbusiness days. The Company and the Guarantors shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Notes shall be included in the Exchange Offer Registration Statement. The Company and the Guarantors shall use all commercially reasonable its best efforts to cause the Exchange Offer to be Consummated on the earliest practicable date after the Exchange Offer Registration Statement has become effective, but in no event later than 30 Business Days business days thereafter, or longer, if required by the federal securities laws (such 30th (or longer) day being the "CONSUMMATION DEADLINE"). (c) The Company shall include indicate in a "Plan of Distribution" section contained in the Prospectus contained in the Exchange Offer Registration Statement and indicate therein that any Broker-Dealer who holds Series A Notes that are Transfer Restricted Securities and that were acquired for the its own account of such Broker-Dealer as a result of market-making activities or other trading activities (other than Initial Notes Transfer Restricted Securities acquired directly from the Company or any Affiliate of the Company), may exchange such Transfer Restricted Securities Series A Notes pursuant to the Exchange Offer. Such "Plan of Distribution" section shall also contain all other information with respect to such sales by such Broker-Dealers that the Commission may require in order to permit such sales pursuant thereto; however, but such "Plan of Distribution" shall not name any such Broker-Dealer or disclose the amount of Transfer Restricted Securities held by any such Broker-Dealer, except to the extent required by the Commission as a result of a change in policy, rules or regulations after the date of this Agreement. See the Shearman & Sterling no-action letter (available July 2, 1993). Because such Broker-Dealer may be deemed to be an "underwriter" within the meaning of the Act and must, therefore, deliver a prospectus meeting the requirements of the Act in connection with its initial sale any resales of any Exchange the Series B Notes received by such Broker-Broker- Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the Company and Guarantors shall permit the use delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement Statement. Such "Plan of Distribution" section shall also contain all other information with respect to such resales by Broker-Dealers that the Commission may require in order to permit such resales pursuant thereto, but such "Plan of Distribution" shall not name any such Broker-Dealer or disclose the amount of Notes held by any such Broker- Dealer except to satisfy such prospectus delivery requirement. To the extent necessary to ensure that required by the Prospectus contained Commission as a result of a change in policy after the Exchange Offer Registration Statement is available for sales date of Exchange Notes by Broker-Dealers, the this Agreement. The Company and the Guarantors agree to shall use all commercially reasonable their best efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented, supplemented and amended and current as required by and subject to the provisions of Sections 6(aSection 6(c) below to the extent necessary to ensure that it is available for resales of Notes acquired by Broker-Dealers for their own accounts as a result of market-making activities or other trading activities, and (c) hereof and subject to any applicable Suspension Period and in conformity ensure that it conforms with the requirements of this Agreement, the Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of 180 days one year from the date on which the Exchange Offer is Consummated or such shorter period ending on the date when all Transfer Restricted Securities covered by such Registration Statement have been sold pursuant thereto; provided, however, that if the Exchange Offer Registration Statement ceases to be effective during any Suspension Period, such 180-day period shall be extended by the number of days such Suspension Period continuedis declared effective. The Company and the Guarantors shall provide sufficient copies of the latest version of such Prospectus to such Broker-Dealers, Dealers promptly upon request, and in no event later than two Business Days after such request, request at any time during such periodone-year period in order to facilitate such resales.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by applicable federal law or Commission policy (after the procedures set forth in Section 6(a)(i) below have been complied with), the Company and the Guarantors shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission as soon as practicable after the Closing Date, but in no event later than 150 60 days after the Closing Date (such 150th day being Date, the "FILING DEADLINE")Exchange Offer Registration Statement, and (ii) use all commercially reasonable its best efforts to cause such Exchange Offer Registration Statement to become effective at the earliest possible time, but in no event later than 250 135 days after the Closing Date Date, (iii) in connection with the foregoing, (A) file all pre-effective amendments to such 250th day being Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the "EFFECTIVENESS DEADLINE")Act and (C) cause all necessary filings, if any, in connection with the registration and qualification of the Series B Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Series B Notes to be offered in exchange for the Initial Series A Notes that are Transfer Restricted Securities and (ii) resales to permit sales of Exchange Notes Broker-Dealer Transfer Restricted Securities by Restricted Broker-Dealers that tendered into the Exchange Offer Initial Notes that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Initial Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) below. (b) The Company and the Guarantors shall use all commercially reasonable their respective best efforts to cause the Exchange Offer Registration Statement to be effective continuously, and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days. The Company and the Guarantors shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Notes shall be included in the Exchange Offer Registration Statement. The Company and the Guarantors shall use all commercially reasonable their respective best efforts to cause the Exchange Offer to be Consummated on the earliest practicable date after the Exchange Offer Registration Statement has become effective, but in no event later than 30 Business Days thereafter, or longer, if required by the federal securities laws (such 30th (or longer) day being the "CONSUMMATION DEADLINE"). (c) The Company shall include a "Plan of Distribution" section in the Prospectus contained in the Exchange Offer Registration Statement and indicate therein that any Restricted Broker-Dealer who holds Series A Notes that are Transfer Restricted Securities and that were acquired for the account of such Broker-Dealer as a result of market-making activities or other trading activities activities, may exchange such Series A Notes (other than Initial Notes Transfer Restricted Securities acquired directly from the Company or any Affiliate of the Company), may exchange such Transfer Restricted Securities ) pursuant to the Exchange Offer. Such "Plan of Distribution" section shall also contain all other information with respect to such sales by such Broker-Dealers that the Commission may require in order to permit such sales pursuant thereto; however, but such "Plan of Distribution" shall not name any such Broker-Dealer or disclose the amount of Transfer Restricted Securities held by any such Broker-Dealer, except to the extent required by the Commission as a result of a change in policy, rules or regulations after the date of this Agreement. See the Shearman & Sterling no-action letter (available July 2, 1993). Because such Broker-Dealer may be deemed to be an "underwriter" within the meaning of the Act and must, therefore, deliver a prospectus meeting the requirements of the Act in connection with its initial sale of any Exchange Notes each Series B Note received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the Company and Guarantors shall permit the use delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement Statement. Such "Plan of Distribution" section shall also contain all other information with respect to such sales of Broker-Dealer Transfer Restricted Securities by Restricted Broker-Dealers that the Commission may require in order to permit such sales pursuant thereto, but such "Plan of Distribution" shall not name any such Broker-Dealer or disclose the amount of Notes held by any such Broker-Dealer, except to satisfy such prospectus delivery requirement. To the extent necessary to ensure that required by the Prospectus contained Commission as a result of a change in policy after the Exchange Offer Registration Statement is available for sales date of Exchange Notes by Broker-Dealers, the this Agreement. The Company and the Guarantors agree to shall use all commercially reasonable their respective best efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented, supplemented and amended and current as required by and subject to the provisions of Sections 6(aSection 6(c) below to the extent necessary to ensure that it is available for sales of Broker-Dealer Transfer Restricted Securities by Restricted Broker-Dealers, and (c) hereof and subject to any applicable Suspension Period and in conformity ensure that such Registration Statement conforms with the requirements of this Agreement, the Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of 180 days one year from the date on which the Exchange Offer is Consummated or such shorter period ending on the date when all Transfer Restricted Securities covered by such Registration Statement have been sold pursuant thereto; provided, however, that if the Exchange Offer Registration Statement ceases to be effective during any Suspension Period, such 180-day period shall be extended by the number of days such Suspension Period continuedConsummated. The Company and the Guarantors shall promptly provide sufficient copies of the latest version of such Prospectus to such Restricted Broker-Dealers, Dealers promptly upon request, and in no event later than two Business Days one day after such request, at any time during such periodone-year period in order to facilitate such sales.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by applicable law or Commission policy (after the procedures set forth in Section 6(a)(i) below have been complied with)SEC policy, the Company Issuer and the Guarantors shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission no SEC not later than 150 240 days after the Closing Date (such 150th 240th day being the "FILING DEADLINE"“Exchange Offer Filing Deadline”), and (ii) use all commercially reasonable efforts to cause such Exchange Offer Registration Statement to become be declared effective no by the SEC not later than 250 330 days after the Closing Date (such 250th 330th day being the "EFFECTIVENESS DEADLINE"“Exchange Offer Effectiveness Deadline”), and (iii) commence the Exchange Offer promptly following the declaration of effectiveness of such Exchange Offer Registration Statement and use all commercially reasonable efforts to Consummate the Exchange Offer on or prior to the date 30 Business Days (or longer if there is a change in the federal securities laws that requires an issuer exchange offer for its debt securities to remain open for more than 30 Business Days) after the Exchange Offer Registration Statement is declared effective (such date being the “Consummation Deadline”). The Exchange Offer shall be on the appropriate form permitting (ix) registration of the Exchange Series B Notes to be offered in exchange for the Initial Series A Notes that are Transfer Restricted Securities and (iiy) resales of Exchange Series B Notes by Broker-Dealers that tendered into the Exchange Offer Initial Series A Notes that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Initial Series A Notes acquired directly from the Company Issuer or any of its Affiliates) as contemplated by Section 3(c) below). (b) The Company Issuer and the Guarantors shall use all commercially reasonable efforts to cause the Exchange Offer Registration Statement to be effective continuously, and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days. The Company Issuer and the Guarantors shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Series B Notes and related guarantees shall be included in the Exchange Offer Registration Statement. The Company and the Guarantors shall use all commercially reasonable efforts to cause the Exchange Offer to be Consummated on the earliest practicable date after the Exchange Offer Registration Statement has become effective, but in no event later than 30 Business Days thereafter, or longer, if required by the federal securities laws (such 30th (or longer) day being the "CONSUMMATION DEADLINE"). (c) The Company Issuer and the Guarantors shall include a "“Plan of Distribution" ” section in the Prospectus contained in the Exchange Offer Registration Statement and indicate therein that any Broker-Dealer who holds Transfer Restricted Securities that were acquired for the account of such Broker-Dealer as a result of market-making activities or other trading activities (other than Initial Notes acquired directly from the Company or any Affiliate of the Company), may exchange such Transfer Restricted Securities pursuant to the Exchange Offer. Such "Plan of Distribution" section shall also contain all other information with respect to such sales by such Broker-Dealers that the Commission may require in order to permit such sales pursuant thereto, but such "Plan of Distribution" shall not name any such Broker-Dealer or disclose the amount of Transfer Restricted Securities held by any such Broker-Dealer, except to the extent required by the Commission as a result of a change in policy, rules or regulations after the date of this Agreement. See the Shearman & Sterling no-action letter (available July 2, 1993). Because such Broker-Dealer may be deemed to be an "underwriter" within the meaning of the Act and must, therefore, deliver a prospectus meeting the requirements of the Act in connection with its initial sale of any Exchange Notes received by such Broker-Dealer in the Exchange Offer, the Company and Guarantors shall permit the use of the Prospectus contained in the Exchange Offer Registration Statement by such Broker-Dealer to satisfy such prospectus delivery requirement. To the extent necessary to ensure that the Prospectus contained in the Exchange Offer Registration Statement is available for sales of Exchange Notes by Broker-Dealers, the Company and the Guarantors agree to use all commercially reasonable efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented, amended and current as required by and subject to the provisions of Sections 6(a) and (c) hereof and subject to any applicable Suspension Period and in conformity with the requirements of this Agreement, the Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of 180 days from the date on which the Exchange Offer is Consummated or such shorter period ending on the date when all Transfer Restricted Securities covered by such Registration Statement have been sold pursuant thereto; provided, however, that if the Exchange Offer Registration Statement ceases to be effective during any Suspension Period, such 180-day period shall be extended by the number of days such Suspension Period continued. The Company and the Guarantors shall provide sufficient copies of the latest version of such Prospectus to such Broker-Dealers, promptly upon request, and in no event later than two Business Days after such request, at any time during such period.than

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by applicable federal law or Commission policy (after the procedures set forth in Section 6(a)(i) below have been complied with), the Company and the Guarantors shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission as soon as practicable after the Closing Date, but in no event later than 150 60 days after the Closing Date (such 150th day being Date, the "FILING DEADLINE")Exchange Offer Registration Statement, and (ii) use all commercially reasonable its best efforts to cause such Exchange Offer Registration Statement to become effective at the earliest possible time, but in no event later than 250 135 days after the Closing Date Date, (iii) in connection with the foregoing, (A) file all pre-effective amendments to such 250th day being Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the "EFFECTIVENESS DEADLINE")Act and (C) cause all necessary filings, if any, in connection with the registration and qualification of the Exchange Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Notes to be offered in exchange for the Initial Subordinated Notes that are Transfer Restricted Securities and (ii) resales to permit sales of Exchange Notes Broker-Dealer Transfer Restricted Securities by Restricted Broker-Dealers that tendered into the Exchange Offer Initial Notes that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Initial Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) below. (b) The Company and the Guarantors shall use all commercially reasonable their respective best efforts to cause the Exchange Offer Registration Statement to be effective continuouslycontinuously until the Exchange Offer has been Consummated, and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days. The Company and the Guarantors shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Notes shall be included in the Exchange Offer Registration Statement. The Company and the Guarantors shall use all commercially reasonable their respective best efforts to cause the Exchange Offer to be Consummated on the earliest practicable date after the Exchange Offer Registration Statement has become effective, but in no event later than 30 Business Days thereafter, or longer, if required by 180 days after the federal securities laws (such 30th (or longer) day being the "CONSUMMATION DEADLINE")Closing Date. (c) The Company shall include a "Plan of Distribution" section in the Prospectus contained in the Exchange Offer Registration Statement and indicate therein that any Restricted Broker-Dealer who holds Subordinated Notes that are Transfer Restricted Securities and that were acquired for the account of such Broker-Dealer as a result of market-making activities or other trading activities activities, may exchange such Subordinated Notes (other than Initial Notes Transfer Restricted Securities acquired directly from the Company or any Affiliate affiliate of the Company), may exchange such Transfer Restricted Securities ) pursuant to the Exchange Offer. Such "Plan of Distribution" section shall also contain all other information with respect to such sales by such Broker-Dealers that the Commission may require in order to permit such sales pursuant thereto; however, but such "Plan of Distribution" shall not name any such Broker-Dealer or disclose the amount of Transfer Restricted Securities held by any such Broker-Dealer, except to the extent required by the Commission as a result of a change in policy, rules or regulations after the date of this Agreement. See the Shearman & Sterling no-action letter (available July 2, 1993). Because such Broker-Dealer may be deemed to be an "underwriter" within the meaning of the Act and must, therefore, deliver a prospectus meeting the requirements of the Act in connection with its initial sale of any each Exchange Notes Note received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the Company and Guarantors shall permit the use delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement Statement. Such "Plan of Distribution" section shall also contain all other information with respect to such sales of Broker-Dealer Transfer Restricted Securities by Restricted Broker-Dealers that the Commission may require in order to permit such sales pursuant thereto, but such "Plan of Distribution" shall not name any such Broker-Dealer or disclose the amount of Notes held by any such Broker-Dealer, except to satisfy such prospectus delivery requirement. To the extent necessary to ensure that the Prospectus contained in the Exchange Offer Registration Statement is available for sales of Exchange Notes by Broker-Dealers, the Company and the Guarantors agree to use all commercially reasonable efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented, amended and current as required by and subject to the provisions Commission as a result of Sections 6(a) and (c) hereof and subject to any applicable Suspension Period and a change in conformity with policy after the requirements date of this Agreement, the Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of 180 days from the date on which the Exchange Offer is Consummated or such shorter period ending on the date when all Transfer Restricted Securities covered by such Registration Statement have been sold pursuant thereto; provided, however, that if the Exchange Offer Registration Statement ceases to be effective during any Suspension Period, such 180-day period shall be extended by the number of days such Suspension Period continued. The Company and the Guarantors shall provide sufficient copies of the latest version of such Prospectus to such Broker-Dealers, promptly upon request, and in no event later than two Business Days after such request, at any time during such period.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a)(i6(a) below have been complied with), the Company and the Guarantors Guarantor shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission as soon as practicable after the Closing Date, but in no event later than 150 60 days after the Closing Date (such 150th day being Date, a Registration Statement under the "FILING DEADLINE")Act relating to the Exchange Notes and the Exchange Offer, and (ii) use all commercially reasonable their best efforts to cause such Exchange Offer Registration Statement to become effective at the earliest possible time, but in no event later than 250 120 days after the Closing Date Date, (iii) in connection with the foregoing, file (A) all pre-effective amendments to such 250th day being Registration Statement as may reasonably be necessary in order to cause such Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the "EFFECTIVENESS DEADLINE")Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Registration Statement, commence the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Notes to be offered in exchange for the Initial Notes that are Transfer Restricted Securities and (ii) to permit resales of Exchange Notes held by Broker-Dealers that tendered into the Exchange Offer Initial Notes that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Initial Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) below. (b) The Company and the Guarantors shall use all commercially reasonable efforts to cause the Exchange Offer Registration Statement to be effective continuously, continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days30 business days. The Company and the Guarantors shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Notes shall be included in the Exchange Offer Registration Statement. The Company and the Guarantors shall use all commercially reasonable its best efforts to cause the Exchange Offer to be Consummated on the earliest practicable date after the Exchange Offer Registration Statement has become effective, but in no event later than 30 Business Days 45 business days thereafter, or longer, if required by the federal securities laws (such 30th (or longer) day being the "CONSUMMATION DEADLINE"). (c) The Company shall include indicate in a "Plan of Distribution" section contained in the Prospectus contained in the Exchange Offer Registration Statement and indicate therein that any Broker-Dealer who holds Initial Notes that are Transfer Restricted Securities and that were acquired for the its own account of such Broker-Dealer as a result of market-making activities or other trading activities (other than Initial Notes Transfer Restricted Securities acquired directly from the Company or any Affiliate of the Company), may exchange such Transfer Restricted Securities Initial Notes pursuant to the Exchange Offer. Such "Plan of Distribution" section shall also contain all other information with respect to such sales by such Broker-Dealers that the Commission may require in order to permit such sales pursuant thereto; however, but such "Plan of Distribution" shall not name any such Broker-Dealer or disclose the amount of Transfer Restricted Securities held by any such Broker-Dealer, except to the extent required by the Commission as a result of a change in policy, rules or regulations after the date of this Agreement. See the Shearman & Sterling no-action letter (available July 2, 1993). Because such Broker-Dealer may be deemed to be an "underwriter" within the meaning of the Act and must, therefore, deliver a prospectus meeting the requirements of the Act in connection with its initial sale any resales of any the Exchange Notes received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the Company and Guarantors shall permit the use delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement Statement. Such "Plan of Distribution" section shall also contain all other information with respect to such resales by Broker-Dealers that the Commission may require in order to permit such resales pursuant thereto, but such "Plan of Distribution" shall not name any such Broker-Dealer or disclose the amount of Notes held by any such Broker-Dealer except to satisfy such prospectus delivery requirement. To the extent necessary to ensure required by the Commission (it being understood that the Prospectus contained in the Exchange Offer Registration Statement it is available for sales of Exchange Notes by Broker-Dealers, the not currently so required). The Company and the Guarantors agree to Guarantor shall use all commercially reasonable their best efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented, supplemented and amended and current as required by and subject to the provisions of Sections 6(aSection 6(c) below to the extent necessary to ensure that it is available for resales of Notes acquired by Broker-Dealers for their own accounts as a result of market-making activities or other trading activities, and (c) hereof and subject to any applicable Suspension Period and in conformity ensure that it conforms with the requirements of this Agreement, the Act and the policies, rules and regulations of the Commission as announced from time to time, for a period ending on the earlier of (i) 180 days from the date on which the Exchange Offer Registration Statement is Consummated or such shorter period ending on declared effective and (ii) the date when all Transfer Restricted Securities covered by such Registration Statement have been sold pursuant thereto; provided, however, that if the Exchange Offer Registration Statement ceases on which a Broker-Dealer is no longer required to be effective during any Suspension Period, such 180deliver a prospectus in connection with market-day period shall be extended by the number of days such Suspension Period continuedmaking or other trading activities. The Company and the Guarantors shall provide sufficient copies of the latest version of such Prospectus to such Broker-Dealers, Dealers promptly upon request, and in no event later than two Business Days after such request, request at any time during such period180-day (or shorter as provided in the next prior paragraph) period in order to facilitate such resales.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by applicable federal law or Commission policy (after the procedures set forth in Section 6(a)(i) below have been complied with), the Company and the Guarantors shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission as soon as practicable after the Closing Date (the "Exchange Offer Filing Date"), but in no event later than 90 days after the Closing Date (such 90th day being the "Filing Deadline"), (ii) use their reasonable best efforts to cause such Exchange Offer Registration Statement to become effective at the earliest practicable time, but in no event later than 150 days after the Closing Date (such 150th day being referred to herein as the "FILING DEADLINEEffectiveness Deadline"), and (iiiii) use in connection with the foregoing, (A) file all commercially reasonable efforts pre-effective amendments to cause such Exchange Offer Registration Statement as may be necessary in order to cause it to become effective, (B) file, if applicable, a post-effective no later than 250 days after amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Closing Date Act and (C) cause all necessary filings, if any, in connection with the registration and qualification of the Exchange Notes to be made under the Blue Sky laws of such 250th day being jurisdictions as are necessary to permit Consummation of the "EFFECTIVENESS DEADLINE")Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Notes to be offered in exchange for the Initial Notes that are Transfer Restricted Securities and (ii) to permit resales of Exchange Notes by Broker-Dealers that tendered into the Exchange Offer Initial Notes that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Initial Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) below. (b) The Company and the Guarantors shall use all commercially their reasonable best efforts to cause the Exchange Offer Registration Statement to be effective continuously, and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days. The Company and the Guarantors shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Notes shall be included in the Exchange Offer Registration Statement. The Company and the Guarantors shall use all commercially their reasonable best efforts to cause the Exchange Offer to be Consummated on the earliest practicable date after the Exchange Offer Registration Statement has become effective, but in no event later than 30 Business Days thereafter, or longer, if required by 180 days after the federal securities laws (such 30th (or longer) day being the "CONSUMMATION DEADLINE")Closing Date. (c) The Company shall include a "Plan of Distribution" section in the Prospectus contained in the Exchange Offer Registration Statement and indicate therein that any Broker-Dealer who holds Transfer Restricted Securities that were acquired for the account of such Broker-Dealer as a result of market-making activities or other trading activities (other than Initial Notes Transfer Restricted Securities acquired directly from the Company or any Affiliate of the Company), may exchange such Transfer Restricted Securities pursuant to the Exchange Offer; however, such Broker-Dealer may be deemed to be an "underwriter" within the meaning of the Act and must, therefore, deliver a prospectus meeting the requirements of the Act in connection with any resales of any Exchange Notes received by such Broker-Dealer in the Exchange Offer and that the Prospectus contained in the Exchange Offer Registration Statement may be used to satisfy such prospectus delivery requirement. Such "Plan of Distribution" section shall also contain all other information with respect to such sales by such Broker-Dealers that the Commission may require in order to permit such sales pursuant thereto, but such "Plan of Distribution" shall not name any such Broker-Dealer or disclose the amount of Transfer Restricted Securities held by any such Broker-Dealer, except to the extent required by the Commission as a result of a change in policy, rules or regulations after the date of this Agreement. See the Shearman & Sterling no-action letter (available July 2, 1993). Because such Broker-Dealer may be deemed to be an "underwriter" within the meaning of the Act and must, therefore, deliver a prospectus meeting the requirements of the Act in connection with its initial sale of any Exchange Notes received by such Broker-Dealer in the Exchange Offer, the Company and Guarantors shall permit the use of the Prospectus contained in the Exchange Offer Registration Statement by such Broker-Dealer to satisfy such prospectus delivery requirementCommission. To the extent necessary to ensure that the Prospectus contained in the Exchange Offer Registration Statement is available for sales resales of Exchange Notes or Transfer Restricted Securities by Broker-DealersDealers that were acquired for the account of such Broker-Dealers as a result of market-making activities or other trading activities (other than Exchange Notes or Transfer Restricted Securities acquired directly from the Company or any Affiliate of the Company), the Company and the Guarantors agree to use all commercially reasonable their respective best efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented, supplemented and amended and current as required by and subject to the provisions of Sections 6(a) and (cSection 6(c) hereof and subject to any applicable Suspension Period and in conformity with the requirements of this Agreement, the Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of 180 days one year from the date on which the Exchange Offer is Consummated Consummated, or such shorter period ending on the date as will terminate when all Transfer Restricted Securities covered by such Registration Statement have been sold pursuant thereto; provided, however, that if the Exchange Offer Registration Statement ceases to be effective during any Suspension Period, such 180-day period shall be extended by the number of days such Suspension Period continued. The Company and the Guarantors shall promptly provide sufficient copies of the latest version of such Prospectus to such Broker-Dealers, Broker- Dealers promptly upon request, and in no event later than two Business Days after such request, request at any time during such period.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a)(i6(a) below hereof have been complied with), or there are no Transfer Restricted Securities outstanding, the Company and the Guarantors shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission no later than 150 days after Commission, a Registration Statement under the Closing Date (such 150th day being Securities Act relating to the "FILING DEADLINE")Exchange Securities and the Exchange Offer, and (ii) use all its commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective, (iii) in connection with the foregoing, file (A) all pre-effective no amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Registration Statement, commence the Exchange Offer. The Company shall use its commercially reasonable efforts to Consummate the Exchange Offer not later than 250 270 days after following the Closing Date (such 250th day being the "EFFECTIVENESS DEADLINE"“Exchange Date”). The Exchange Offer Offer, if required pursuant to this Section 3(a), shall be on the appropriate form permitting (i) registration of the Exchange Notes Securities to be offered in exchange for the Initial Notes that are Transfer Restricted Securities and (ii) to permit resales of Exchange Notes Transfer Restricted Securities held by Broker-Dealers that tendered into the Exchange Offer Initial Notes that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Initial Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) belowhereof. (b) The If an Exchange Offer Registration Statement is required to be filed and declared effective pursuant to Section 3(a) above, the Company and the Guarantors shall use all commercially reasonable efforts to cause the Exchange Offer Registration Statement to be effective continuously, continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business DaysDays after the date notice of the Exchange Offer is mailed or sent to the Holders. The Company and the Guarantors shall cause the Exchange Offer to comply in all material respects with all applicable federal and state securities laws. No securities other than the Exchange Notes Securities (including the related Guarantees, if any) shall be included in the Exchange Offer Registration Statement. The Company and the Guarantors shall use all its commercially reasonable efforts to cause the Exchange Offer to be Consummated on the earliest practicable date after by the Exchange Offer Registration Statement has become effective, but in no event later than 30 Business Days thereafter, or longer, if required by the federal securities laws (such 30th (or longer) day being the "CONSUMMATION DEADLINE")Date. (c) The Company shall include indicate in a "“Plan of Distribution" ” section contained in the Prospectus contained in forming a part of the Exchange Offer Registration Statement and indicate therein that any Broker-Dealer who holds Transfer Restricted Securities that were acquired for the its own account of such Broker-Dealer as a result of market-making activities or other trading activities (other than Initial Notes Transfer Restricted Securities acquired directly from the Company or any Affiliate of the Company), may exchange such Transfer Restricted Securities pursuant to the Exchange Offer; however, such Broker-Dealer may be deemed to be an “underwriter” within the meaning of the Securities Act and must, therefore, deliver a prospectus meeting the requirements of the Securities Act in connection with any resales of the Exchange Securities received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement. Such "“Plan of Distribution" ” section shall also contain all other information with respect to such sales resales by such Broker-Dealers that the Commission may require in order to permit such sales resales pursuant thereto, but such "“Plan of Distribution" ” shall not name any such Broker-Dealer or disclose the amount of Transfer Restricted Securities held by any such Broker-Dealer, Dealer except to the extent required by the Commission as a result of a change in policy, rules or regulations policy after the date of this Agreement. See the Shearman & Sterling no-action letter (available July 2, 1993). Because such Broker-Dealer may be deemed to be an "underwriter" within the meaning of the Act and must, therefore, deliver a prospectus meeting the requirements of the Act in connection with The Company shall use its initial sale of any Exchange Notes received by such Broker-Dealer in the Exchange Offer, the Company and Guarantors shall permit the use of the Prospectus contained in the Exchange Offer Registration Statement by such Broker-Dealer to satisfy such prospectus delivery requirement. To the extent necessary to ensure that the Prospectus contained in the Exchange Offer Registration Statement is available for sales of Exchange Notes by Broker-Dealers, the Company and the Guarantors agree to use all commercially reasonable efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented, supplemented and amended and current as required by and subject to the provisions of Sections 6(a) and (cSection 6(c) hereof to the extent necessary to provide reasonable assurance that it is available for resales of Transfer Restricted Securities acquired by Broker-Dealers for their own accounts as a result of market-making activities or other trading activities, and subject to any applicable Suspension Period and provide reasonable assurance that it conforms in conformity all material respects with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period ending on the earlier of (i) 180 days from the date on which the Exchange Offer Registration Statement is Consummated or such shorter period ending on declared effective and (ii) the date when all Transfer Restricted Securities covered by such Registration Statement have been sold pursuant thereto; provided, however, that if the Exchange Offer Registration Statement ceases on which a Broker-Dealer is no longer required to be effective during any Suspension Period, such 180deliver a prospectus in connection with market-day period shall be extended by the number of days such Suspension Period continuedmaking or other trading activities. The Company and the Guarantors shall provide sufficient copies of the latest version of such Prospectus to such Broker-Dealers, Dealers promptly upon request, and in no event later than two Business Days after such request, request at any time during such period180-day (or shorter as provided in the foregoing sentence) period in order to facilitate such resales. Notwithstanding anything in this Section 3 to the contrary, the requirements to file an Exchange Offer Registration Statement and the requirements to Consummate the Exchange Offer shall terminate at such time as all the Securities are no longer Transfer Restricted Securities.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a)(i6(a) below have been complied with), the Company and the Guarantors shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission as soon as practicable after the Issue Date, but in no event later than 150 45 calendar days after the Closing Date (such 150th day being Issue Date, a Registration Statement under the "FILING DEADLINE")Act relating to the Series B Notes and the Exchange Offer, and (ii) use all commercially reasonable its best efforts to cause such Exchange Offer Registration Statement to become effective at the earliest possible time, but in no event later than 250 120 calendar days after the Closing Date Issue Date, (iii) in connection with the foregoing, file (A) all pre-effective amendments to such 250th day being Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the "EFFECTIVENESS DEADLINE")Act and (C) cause all necessary filings in connection with the registration and qualification of the Series B Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Registration Statement, commence the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Series B Notes to be offered in exchange for the Initial Notes that are Transfer Restricted Securities and (ii) to permit resales of Exchange Notes held by Broker-Dealers that tendered into the Exchange Offer Initial Notes that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Initial Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) below. (b) The Company and the Guarantors shall use all commercially reasonable efforts to cause the Exchange Offer Registration Statement to be effective continuously, continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; providedPROVIDED, howeverHOWEVER, that in no event shall such period be less than 20 Business Days30 calendar days. The Company and the Guarantors shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Notes shall be included in the Exchange Offer Registration Statement. The Company and the Guarantors shall use all commercially reasonable its best efforts to cause the Exchange Offer to be Consummated on the earliest practicable date after the Exchange Offer Registration Statement has become effectiveexpires, but in no event later than 30 Business Days thereafter, or longer, if required by 150 calendar days after the federal securities laws (such 30th (or longer) day being the "CONSUMMATION DEADLINE")Issue Date. (c) The Company shall include indicate in a "Plan of Distribution" section contained in the Prospectus contained in the Exchange Offer Registration Statement and indicate therein that any Broker-Dealer who holds Series A Notes that are Transfer Restricted Securities and that were acquired for the its own account of such Broker-Dealer as a result of market-market- making activities or other trading activities (other than Initial Notes Transfer Restricted Securities acquired directly from the Company or any Affiliate of the Company), may exchange such Transfer Restricted Securities Series A Notes pursuant to the Exchange Offer. Such "Plan of Distribution" section shall also contain all other information with respect to such sales by such Broker-Dealers that the Commission may require in order to permit such sales pursuant thereto; however, but such "Plan of Distribution" shall not name any such Broker-Dealer or disclose the amount of Transfer Restricted Securities held by any such Broker-Dealer, except to the extent required by the Commission as a result of a change in policy, rules or regulations after the date of this Agreement. See the Shearman & Sterling no-action letter (available July 2, 1993). Because such Broker-Dealer may be deemed to be an "underwriter" within the meaning of the Act and must, therefore, deliver a prospectus meeting the requirements of the Act in connection with its initial sale any resales of any Exchange the Series B Notes received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the Company and Guarantors shall permit the use delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement Statement. Such "Plan of Distribution" section shall also contain all other information with respect to such resales by Broker-Dealers that the Commission may require in order to permit such resales pursuant thereto, but such "Plan of Distribution" shall not name any such Broker-Dealer or disclose the amount of Notes held by any such Broker-Dealer except to satisfy such prospectus delivery requirement. To the extent necessary to ensure that required by the Prospectus contained Commission as a result of a change in policy after the Exchange Offer Registration Statement is available for sales date of Exchange Notes by Broker-Dealers, the this Agreement. The Company and the Guarantors agree to shall use all commercially reasonable its best efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented, supplemented and amended and current as required by and subject to the provisions of Sections 6(aSection 6(c) below to the extent necessary to ensure that it is available for resales of Series B Notes issued in exchange for Series A Notes acquired by Broker-Dealers for their own accounts as a result of market-making activities or other trading activities, and (c) hereof and subject to any applicable Suspension Period and in conformity ensure that it conforms with the requirements of this Agreement, the Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of 180 days one year from the date on which the Exchange Offer is Consummated or such shorter period ending on the date when all Transfer Restricted Securities covered by such Registration Statement have been sold pursuant thereto; provided, however, that if the Exchange Offer Registration Statement ceases to be is declared effective during any Suspension Period, or until such 180-day period shall be extended by the number of days earlier date on which all such Suspension Period continuedSeries B Notes are freely tradeable. The Company and the Guarantors shall provide sufficient copies of the latest version of such Prospectus to such Broker-Dealers, Broker- Dealers promptly upon request, and in no event later than two Business Days after such request, request at any time during such periodone-year period in order to facilitate such resales.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a)(i6(a) below have been complied with), ) or one of the events set forth in Section 4(a)(ii) has occurred the Company and the Guarantors shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission promptly after the Closing Date, but in no event later than 150 60 days after the Closing Date (such 150th day being Date, a Registration Statement under the "FILING DEADLINE")Securities Act relating to the Exchange Notes and the Exchange Offer, and (ii) use all commercially reasonable its best efforts to cause such Exchange Offer Registration Statement to become effective no later than 250 120 days after the Closing Date Date, (iii) in connection with the foregoing, file (A) all pre-effective amendments to such 250th day being Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the "EFFECTIVENESS DEADLINE")Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) unless the Exchange Offer would not be permitted by applicable law or Commission policy, the Company will commence the Exchange Offer and use its best efforts to issue on or prior to 30 business days after the date on which such Registration Statement was declared effective by the Commission, Exchange Notes in exchange for all Transfer Restricted Securities tendered prior thereto in the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Notes to be offered in exchange for the Initial Notes that are Transfer Restricted Securities and (ii) to permit resales of Exchange Notes held by Broker-Dealers that tendered into the Exchange Offer Initial Notes that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Initial Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) below. The 60, 120 and 30 business day periods referred to in (i), (ii) and (iii) of this Section 3(a) shall not include any period during which the Company is pursuing a Commission ruling pursuant to Section 6(a)(i) below. (b) The Company and the Guarantors shall use all commercially reasonable its best efforts to cause the Exchange Offer Registration Statement to be effective continuously, continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Daysbusiness days. The Company and the Guarantors shall cause the Exchange Offer to comply in all material respects with all applicable federal and state securities laws. No securities other than the Exchange Notes shall be included in the Exchange Offer Registration Statement. The Company and the Guarantors shall use all commercially reasonable its best efforts to cause the Exchange Offer to be Consummated on the earliest practicable date after the Exchange Offer Registration Statement has become effective, but in no event later than 30 Business Days business days thereafter, or longer, if required by the federal securities laws (such 30th (or longer) day being the "CONSUMMATION DEADLINE"). (c) The Company shall include indicate in a "Plan of Distribution" section contained in the Prospectus contained in the Exchange Offer Registration Statement and indicate therein that any Broker-Dealer who holds Notes that are Transfer Restricted Securities and that were acquired for the its own account of such Broker-Dealer as a result of market-making activities or other trading activities (other than Initial Notes Transfer Restricted Securities acquired directly from the Company or any Affiliate of the Company), may exchange such Transfer Restricted Securities Notes pursuant to the Exchange Offer; however, such Broker-Dealer may be deemed to be an "underwriter" within the meaning of the Securities Act and must, therefore, deliver a prospectus meeting the requirements of the Securities Act in connection with any resales of the Exchange Notes received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement. Such "Plan of Distribution" section shall also contain all other information with respect to such sales resales by such Broker-Dealers that the Commission may require in order to permit such sales resales pursuant thereto, but such "Plan of Distribution" shall not name any such Broker-Dealer or disclose the amount of Transfer Restricted Securities Exchange Notes held by any such Broker-Dealer, Dealer except to the extent required by the Commission as a result of a change in policy, rules or regulations policy announced after the date of this Agreement. See the Shearman & Sterling no-action letter (available July 2, 1993). Because such Broker-Dealer may be deemed to be an "underwriter" within the meaning of the Act and must, therefore, deliver a prospectus meeting the requirements of the Act in connection with The Company shall use its initial sale of any Exchange Notes received by such Broker-Dealer in the Exchange Offer, the Company and Guarantors shall permit the use of the Prospectus contained in the Exchange Offer Registration Statement by such Broker-Dealer to satisfy such prospectus delivery requirement. To the extent necessary to ensure that the Prospectus contained in the Exchange Offer Registration Statement is available for sales of Exchange Notes by Broker-Dealers, the Company and the Guarantors agree to use all commercially reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented, supplemented and amended and current as required by and subject to the provisions of Sections 6(aSection 6(c) below to the extent necessary to ensure that it is available for resales of Exchange Notes acquired by Broker-Dealers for their own accounts as a result of market-making activities or other trading activities, and (c) hereof and subject to any applicable Suspension Period and in conformity ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of 180 days from the date on which the Exchange Offer is Consummated or such shorter period ending on the date when all Transfer Restricted Securities covered by such Registration Statement have been sold pursuant thereto; provided, however, that if the Exchange Offer Registration Statement ceases to be effective during any Suspension Period, such 180-day period shall be extended by the number of days such Suspension Period continuedis declared effective. The Company and the Guarantors shall provide sufficient copies of the latest version of such Prospectus to such Broker-Dealers, Dealers promptly upon request, and in no event later than two Business Days after such request, request at any time during such period180-day period in order to facilitate such resales.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by applicable federal law or Commission policy (after the procedures set forth in Section 6(a)(i) below have been complied with), the Company and the Guarantors shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission as soon as practicable after the Closing Date, but in no event later than 150 90 days after the Closing Date (such 150th day being Date, the "FILING DEADLINE")Exchange Offer Registration Statement, and (ii) use all commercially reasonable their best efforts to cause such Exchange Offer Registration Statement to become effective at the earliest possible time, but in no event later than 250 150 days after the Closing Date Date, (iii) in connection with the foregoing, (A) file all pre-effective amendments to such 250th day being Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the "EFFECTIVENESS DEADLINE")Act and (C) cause all necessary filings, if any, in connection with the registration and qualification of the Series D Senior Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Series D Senior Notes to be offered in exchange for the Initial Series C Senior Notes that are Transfer Restricted Securities Senior Notes and (ii) resales to permit sales of Exchange Broker-Dealer Transfer Restricted Senior Notes by Restricted Broker-Dealers that tendered into the Exchange Offer Initial Notes that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Initial Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) below. (b) The Company and the Guarantors shall use all commercially reasonable its best efforts to cause the Exchange Offer Registration Statement to be effective continuously, and shall keep the Exchange Offer open open, for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days. The Company and the Guarantors shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Senior Notes shall be included in the Exchange Offer Registration Statement. The Company and the Guarantors shall use all commercially reasonable its best efforts to cause the Exchange Offer to be Consummated on the earliest practicable date after the Exchange Offer Registration Statement has become effective, but in no event later than 30 Business Days thereafter, or longer, if required by the federal securities laws (such 30th (or longer) day being the "CONSUMMATION DEADLINE"). (c) The Company shall include a "Plan of Distribution" section in the Prospectus contained in the Exchange Offer Registration Statement and indicate therein that any Restricted Broker-Dealer who holds Series C Senior Notes that are Transfer Restricted Securities Senior Notes and that were acquired for the account of such Broker-Dealer as a result of market-making activities or other trading activities activities, may exchange such Series C Senior Notes (other than Initial Transfer Restricted Senior Notes acquired directly from the Company or any Affiliate of the Company), may exchange such Transfer Restricted Securities ) pursuant to the Exchange Offer. Such "Plan of Distribution" section shall also contain all other information with respect to such sales by such Broker-Dealers that the Commission may require in order to permit such sales pursuant thereto; however, but such "Plan of Distribution" shall not name any such Broker-Dealer or disclose the amount of Transfer Restricted Securities held by any such Broker-Dealer, except to the extent required by the Commission as a result of a change in policy, rules or regulations after the date of this Agreement. See the Shearman & Sterling no-action letter (available July 2, 1993). Because such Broker-Dealer may be deemed to be an "underwriter" within the meaning of the Act and must, therefore, deliver a prospectus meeting the requirements of the Act in connection with its initial sale of any Exchange Notes each Series D Senior Note received by such Broker-Dealer in exchange for Series C Senior Notes in the Exchange Offer, which prospectus delivery requirement may be satisfied by the Company and Guarantors shall permit the use delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement Statement. Such "Plan of Distribution" section shall also contain all other information with respect to such sales of Broker-Dealer Transfer Restricted Senior Notes by Restricted Broker-Dealers that the Commission may require in order to permit such sales pursuant thereto, but such "Plan of Distribution" shall not name any such Broker-Dealer or disclose the amount of Senior Notes held by any such Broker-Dealer except to satisfy such prospectus delivery requirement. To the extent necessary to ensure that required by the Prospectus contained Commission as a result of a change in policy after the Exchange Offer Registration Statement is available for sales date of Exchange Notes by Broker-Dealers, the this Agreement. The Company and the Guarantors agree to shall use all commercially its reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented, supplemented and amended and current as required by and subject to the provisions of Sections 6(aSection 6(c) and (c) hereof and subject below to any applicable Suspension Period and in conformity with the requirements of this Agreement, the Act and the policies, rules and regulations of the Commission as announced from time extent necessary to time, ensure that it is available for a period of 180 days from the date on which the Exchange Offer is Consummated or such shorter period ending on the date when all Transfer Restricted Securities covered by such Registration Statement have been sold pursuant thereto; provided, however, that if the Exchange Offer Registration Statement ceases to be effective during any Suspension Period, such 180-day period shall be extended by the number of days such Suspension Period continued. The Company and the Guarantors shall provide sufficient copies of the latest version of such Prospectus to such Broker-Dealers, promptly upon request, and in no event later than two Business Days after such request, at any time during such period.sales of

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by applicable federal law or applicable interpretation of the staff of the Commission policy (after the procedures set forth in Section 6(a)(i) below have been complied with), the Company and the Guarantors Xxxxxx Products shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission as soon as practicable after the Closing Date, but in no event later than 150 45 days after the Closing Date (such 150th day being the "FILING DEADLINE")Date, and (ii) use all commercially their reasonable best efforts to cause such Exchange Offer Registration Statement to become effective at the earliest possible time, but in no event later than 250 180 days after the Closing Date Date, (iii) in connection with the foregoing, (A) file all pre-effective amendments to such 250th day being Exchange Offer Registration Statement as may be necessary in order to cause it to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the "EFFECTIVENESS DEADLINE")Act and (C) cause all necessary filings, if any, in connection with the registration and qualification of the Series B Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Series B Notes to be offered in exchange for the Initial Series A Notes that are Transfer Restricted Securities and (ii) resales to permit sales of Exchange Notes Broker-Dealer Transfer Restricted Securities by Restricted Broker-Dealers that tendered into the Exchange Offer Initial Notes that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Initial Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) below. (b) The Company and the Guarantors Xxxxxx Products shall use all commercially their respective reasonable best efforts to cause the Exchange Offer Registration Statement to be declared effective continuously, and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days. The Company and the Guarantors Xxxxxx Products shall cause the Exchange Offer to comply in all material respects with all applicable federal and state securities laws. No securities other than the Exchange Notes shall be included in the Exchange Offer Registration Statement. The Company and the Guarantors Xxxxxx Products shall use all commercially their respective reasonable best efforts to cause the Exchange Offer to be Consummated on the earliest practicable date after the Exchange Offer Registration Statement has become effective, but in no event later than 30 Business Days thereafter, or longer, if required by the federal securities laws (such 30th (or longer) day being the "CONSUMMATION DEADLINE"). (c) The Company shall include a "Plan of Distribution" section in the Prospectus contained in the Exchange Offer Registration Statement and indicate therein that any Restricted Broker-Dealer who holds Series A Notes that are Transfer Restricted Securities and that were acquired for the account of such Broker-Dealer as a result of market-making activities or other trading activities activities, may exchange such Series A Notes (other than Initial Notes Transfer Restricted Securities acquired directly from the Company or any Affiliate of the Company), may exchange such Transfer Restricted Securities ) pursuant to the Exchange Offer. Such "Plan of Distribution" section shall also contain all other information with respect to such sales by such Broker-Dealers that the Commission may require in order to permit such sales pursuant thereto; however, but such "Plan of Distribution" shall not name any such Broker-Dealer or disclose the amount of Transfer Restricted Securities held by any such Broker-Dealer, except to the extent required by the Commission as a result of a change in policy, rules or regulations after the date of this Agreement. See the Shearman & Sterling no-action letter (available July 2, 1993). Because such Broker-Dealer may be deemed to be an "underwriter" within the meaning of the Act and must, therefore, deliver a prospectus meeting the requirements of the Act in connection with its initial sale of any Exchange Notes each Series B Note received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the Company and Guarantors shall permit the use delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement Statement. Such "Plan of Distribution" section shall also contain all other information with respect to such sales of Broker-Dealer Transfer Restricted Securities by Restricted Broker-Dealers that the Commission may require in order to permit such sales pursuant thereto, but such "Plan of Distribution" shall not name any such Broker-Dealer or disclose the amount of Notes held by any such Broker-Dealer, except to satisfy such prospectus delivery requirement. To the extent necessary to ensure that required by the Prospectus contained Commission as a result of a change in policy, rules or regulations after the Exchange Offer Registration Statement is available for sales date of Exchange Notes by Broker-Dealers, the this Agreement. The Company and the Guarantors agree to Xxxxxx Products shall use all commercially their respective reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented, supplemented and amended and current as required by and subject to the provisions of Sections 6(aSection 6(c) below to the extent necessary to ensure that it is available for sales of Broker-Dealer Transfer Restricted Securities by Restricted Broker-Dealers, and (c) hereof and subject to any applicable Suspension Period and in conformity ensure that such Registration Statement conforms with the requirements of this Agreement, the Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of 180 days from the date on which the Exchange Offer is Consummated or such shorter period ending on the date periods as will terminate when all Transfer Restricted Securities covered by such Registration Statement thereby have been sold pursuant thereto; provided, however, that if the Exchange Offer Registration Statement ceases to be effective during any Suspension Period, such 180-day period shall be extended by the number of days such Suspension Period continued. The Company and the Guarantors Xxxxxx Products shall promptly provide sufficient copies of the latest version of such Prospectus to such Broker-Dealers, Restricted Broker- Dealers promptly upon request, and in no event later than two one Business Days day after such request, at any time during such period.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a)(i6(a) below have been complied with), the Company and the Guarantors shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission as soon as practicable after the Closing Date, but in no event later than 150 60 days after the Closing Date (such 150th day being Date, a Registration Statement under the "FILING DEADLINE")Act relating to the Series B Notes and the Exchange Offer, and (ii) use all commercially reasonable its best efforts to cause such Exchange Offer Registration Statement to become effective at the earliest possible time, but in no event later than 250 120 days after the Closing Date Date, (iii) in connection with the foregoing, file (A) all pre-effective amendments to such 250th day being Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the "EFFECTIVENESS DEADLINE")Act and (C) cause all necessary filings in connection with the registration and qualification of the Series B Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Registration Statement, commence the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Series B Notes to be offered in exchange for the Initial Notes that are Transfer Restricted Securities and (ii) to permit resales of Exchange Notes held by Broker-Dealers that tendered into the Exchange Offer Initial Notes that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Initial Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) below. (b) The Company and the Guarantors shall use all commercially reasonable efforts to cause the Exchange Offer Registration Statement to be effective continuously, continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; providedPROVIDED, howeverHOWEVER, that in no event shall such period be less than 20 Business Daysbusiness days. The Company and the Guarantors shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Notes shall be included in the Exchange Offer Registration Statement. The Company and the Guarantors shall use all commercially reasonable its best efforts to cause the Exchange Offer to be Consummated on the earliest practicable date after the Exchange Offer Registration Statement has become effective, but in no event later than 30 Business Days thereafter, business days thereafter (or longer, a longer period if required by the federal securities laws (such 30th (or longer) day being the "CONSUMMATION DEADLINE"applicable law). (c) The Company shall include indicate in a "Plan of Distribution" section contained in the Prospectus contained in the Exchange Offer Registration Statement and indicate therein that any Broker-Dealer who holds Series A Notes that are Transfer Restricted Securities and that were acquired for the its own account of such Broker-Dealer as a result of market-making activities or other trading activities (other than Initial Notes Transfer Restricted Securities acquired directly from the Company or any Affiliate of the Company), may exchange such Transfer Restricted Securities Series A Notes pursuant to the Exchange Offer. Such "Plan of Distribution" section shall also contain all other information with respect to such sales by such Broker-Dealers that the Commission may require in order to permit such sales pursuant thereto; however, but such "Plan of Distribution" shall not name any such Broker-Dealer or disclose the amount of Transfer Restricted Securities held by any such Broker-Dealer, except to the extent required by the Commission as a result of a change in policy, rules or regulations after the date of this Agreement. See the Shearman & Sterling no-action letter (available July 2, 1993). Because such Broker-Dealer may be deemed to be an "underwriter" within the meaning of the Act and must, therefore, deliver a prospectus meeting the requirements of the Act in connection with its initial sale any resales of any Exchange the Series B Notes received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the Company and Guarantors shall permit the use delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement Statement. Such "Plan of Distribution" section shall also contain all other information with respect to such resales by Broker-Dealers that the Commission may require in order to permit such resales pursuant thereto, but such "Plan of Distribution" shall not name any such Broker-Dealer or disclose the amount of Notes held by any such Broker-Dealer except to satisfy such prospectus delivery requirement. To the extent necessary to ensure that required by the Prospectus contained Commission as a result of a change in policy after the Exchange Offer Registration Statement is available for sales date of Exchange Notes by Broker-Dealers, the this Agreement. The Company and the Guarantors agree to shall use all commercially reasonable its best efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented, supplemented and amended and current as required by and subject to the provisions of Sections 6(aSection 6(c) below to the extent necessary to ensure that it is available for resales of Notes acquired by Broker-Dealers for their own accounts as a result of market-making activities or other trading activities, and (c) hereof and subject to any applicable Suspension Period and in conformity ensure that it conforms with the requirements of this Agreement, the Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of 180 days one year from the date on which the Exchange Offer is Consummated or such shorter period ending on the date when all Transfer Restricted Securities covered by such Registration Statement have been sold pursuant thereto; provided, however, that if the Exchange Offer Registration Statement ceases to be effective during any Suspension Period, such 180-day period shall be extended by the number of days such Suspension Period continuedis declared effective. The Company and the Guarantors shall provide sufficient copies of the latest version of such Prospectus to such Broker-Dealers, Dealers promptly upon request, and in no event later than two Business Days after such request, request at any time during such periodone-year period in order to facilitate such resales.

Registered Exchange Offer. (a) a. Unless the Exchange Offer shall not be permitted by applicable federal law or Commission policy (after the procedures set forth in Section 6(a)(i) below have been complied with), the Company and the Guarantors shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission as soon as practicable after the Closing Date, but in no event later than 150 60 days after the Closing Date (such 150th day being Date, the "FILING DEADLINE")Exchange Offer Registration Statement, and (ii) use all commercially reasonable its best efforts to cause such Exchange Offer Registration Statement to become effective at the earliest possible time, but in no event later than 250 120 days after the Closing Date Date, (iii) in connection with the foregoing, (A) file all pre-effective amendments to such 250th day being Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the "EFFECTIVENESS DEADLINE")Act and (C) cause all necessary filings, if any, in connection with the registration and qualification of the Exchange Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Notes to be offered in exchange for the Initial Senior PIK Notes that are Transfer Restricted Securities Senior PIK Notes and (ii) resales to permit sales of Exchange Broker-Dealer Transfer Restricted Senior PIK Notes by Restricted Broker-Dealers that tendered into the Exchange Offer Initial Notes that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Initial Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) below. (b) b. The Company and the Guarantors shall use all commercially reasonable its best efforts to cause the Exchange Offer Registration Statement to be effective continuously, and shall keep the Exchange Offer open open, for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days. The Company and the Guarantors shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Senior PIK Notes shall be included in the Exchange Offer Registration Statement. The Company and the Guarantors shall use all commercially reasonable its best efforts to cause the Exchange Offer to be Consummated on the earliest practicable date after the Exchange Offer Registration Statement has become effective, but in no event later than 30 Business Days thereafter, or longer, if required by the federal securities laws (such 30th (or longer) day being the "CONSUMMATION DEADLINE"). (c) c. The Company shall include a "Plan of Distribution" section in the Prospectus contained in the Exchange Offer Registration Statement and indicate therein that any Restricted Broker-Dealer who holds Senior PIK Notes that are Transfer Restricted Securities Senior PIK Notes and that were acquired for the account of such Broker-Dealer as a result of market-making activities or other trading activities activities, may exchange such Senior PIK Notes (other than Initial Transfer Restricted Senior PIK Notes acquired directly from the Company or any Affiliate of the Company), may exchange such Transfer Restricted Securities ) pursuant to the Exchange Offer. Such "Plan of Distribution" section shall also contain all other information with respect to such sales by such Broker-Dealers that the Commission may require in order to permit such sales pursuant thereto; however, but such "Plan of Distribution" shall not name any such Broker-Dealer or disclose the amount of Transfer Restricted Securities held by any such Broker-Dealer, except to the extent required by the Commission as a result of a change in policy, rules or regulations after the date of this Agreement. See the Shearman & Sterling no-action letter (available July 2, 1993). Because such Broker-Dealer may be deemed to be an "underwriter" within the meaning of the Act and must, therefore, deliver a prospectus meeting the requirements of the Act in connection with its initial sale of any each Exchange Notes Note received by such Broker-Dealer in exchange for Senior PIK Notes in the Exchange Offer, which prospectus delivery requirement may be satisfied by the Company and Guarantors shall permit the use delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement Statement. Such "Plan of Distribution" section shall also contain all other information with respect to such sales of Broker-Dealer Transfer Restricted Senior PIK Notes by Restricted Broker-Dealers that the Commission may require in order to permit such sales pursuant thereto, but such "Plan of Distribution" shall not name any such Broker-Dealer or disclose the amount of Senior PIK Notes held by any such Broker-Dealer except to satisfy such prospectus delivery requirement. To the extent necessary to ensure that the Prospectus contained in the Exchange Offer Registration Statement is available for sales of Exchange Notes by Broker-Dealers, the Company and the Guarantors agree to use all commercially reasonable efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented, amended and current as required by and subject to the provisions Commission as a result of Sections 6(a) and (c) hereof and subject to any applicable Suspension Period and a change in conformity with policy after the requirements date of this Agreement, the Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of 180 days from the date on which the Exchange Offer is Consummated or such shorter period ending on the date when all Transfer Restricted Securities covered by such Registration Statement have been sold pursuant thereto; provided, however, that if the Exchange Offer Registration Statement ceases to be effective during any Suspension Period, such 180-day period shall be extended by the number of days such Suspension Period continued. The Company and the Guarantors shall provide sufficient copies of the latest version of such Prospectus to such Broker-Dealers, promptly upon request, and in no event later than two Business Days after such request, at any time during such period.

Registered Exchange Offer. (a) Unless The Company hereby agrees: (i) to file an Exchange Offer Registration Statement with the Commission on or prior to 60 days after the Closing Date, (ii) to use its best efforts to have the Exchange Offer shall Registration Statement declared effective by the Commission on or prior to 135 days after the Closing Date, (iii) unless the Exchange Offer would not be permitted by applicable law or Commission policy (policy, to commence the Exchange Offer and use its best efforts to issue, on or prior to 30 business days after the procedures set forth in Section 6(a)(i) below have been complied with), the Company and the Guarantors shall (i) cause date on which the Exchange Offer Registration Statement was declared effective by the Commission, New Notes in exchange for all Original Notes and Series A/B Notes tendered prior thereto in the Exchange Offer and (iv) if obligated to be filed file the Shelf Registration Statement, to use its best efforts to file the Shelf Registration Statement with the Commission no later than 150 on or prior to 30 days after such filing obligation arises (and in any event within 90 days after the Closing Date (such 150th day being the "FILING DEADLINE"), Date) and (ii) use all commercially reasonable efforts to cause such Exchange Offer the Shelf Registration Statement to become be declared effective no later than 250 by the Commission on or prior to 90 days after the Closing Date (such 250th day being the "EFFECTIVENESS DEADLINE"). The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Notes to be offered in exchange for the Initial Notes that are Transfer Restricted Securities and (ii) resales of Exchange Notes by Broker-Dealers that tendered into the Exchange Offer Initial Notes that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Initial Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) belowobligation arises. (b) The Company and the Guarantors shall use all commercially reasonable efforts to cause the Exchange Offer Registration Statement to be effective continuously, continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Daysbusiness days. The Company and the Guarantors shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Notes, the Series A/B Notes and the New Notes shall be included in the Exchange Offer Registration Statement. The Company and the Guarantors shall use all commercially reasonable its best efforts to cause the Exchange Offer to be Consummated on the earliest practicable date after the Exchange Offer Registration Statement has become effective, but in no event later than 30 Business Days business days thereafter, or longer, if required by the federal securities laws (such 30th (or longer) day being the "CONSUMMATION DEADLINE"). (c) The Company shall include indicate in a "Plan of Distribution" section contained in the Prospectus contained in the Exchange Offer Registration Statement and indicate therein that any Broker-Dealer who holds Original Notes that are Transfer Restricted Securities and that were acquired for the its own account of such Broker-Dealer as a result of market-making activities or other trading activities (other than Initial Notes Transfer Restricted Securities acquired directly from the Company or any Affiliate of the Company), may exchange such Transfer Restricted Securities Original Notes pursuant to the Exchange Offer. Such "Plan of Distribution" section shall also contain all other information with respect to such sales by such Broker-Dealers that the Commission may require in order to permit such sales pursuant thereto; however, but such "Plan of Distribution" shall not name any such Broker-Dealer or disclose the amount of Transfer Restricted Securities held by any such Broker-Dealer, except to the extent required by the Commission as a result of a change in policy, rules or regulations after the date of this Agreement. See the Shearman & Sterling no-action letter (available July 2, 1993). Because such Broker-Dealer may be deemed to be an "underwriter" within the meaning of the Act and must, therefore, deliver a prospectus meeting the requirements of the Act in connection with its initial sale any resales of any Exchange the New Notes received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the Company and Guarantors shall permit the use delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement Statement. Such "Plan of Distribution" section shall also contain all other information with respect to such resales by Broker-Dealers that the Commission may require in order to permit such resales pursuant thereto, but such "Plan of Distribution" shall not name any such Broker-Dealer to satisfy such prospectus delivery requirement. To the extent necessary to ensure that the Prospectus contained in the Exchange Offer Registration Statement is available for sales of Exchange Notes by Broker-Dealers, the Company and the Guarantors agree to use all commercially reasonable efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented, amended and current as required by and subject to the provisions of Sections 6(a) and (c) hereof and subject to any applicable Suspension Period and in conformity with the requirements of this Agreement, the Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of 180 days from the date on which the Exchange Offer is Consummated or such shorter period ending on the date when all Transfer Restricted Securities covered by such Registration Statement have been sold pursuant thereto; provided, however, that if the Exchange Offer Registration Statement ceases to be effective during any Suspension Period, such 180-day period shall be extended by the number of days such Suspension Period continued. The Company and the Guarantors shall provide sufficient copies of the latest version of such Prospectus to such Broker-Dealers, promptly upon request, and in no event later than two Business Days after such request, at any time during such period.disclose the

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a)(i6(a) below have been complied with), the Company and the Guarantors shall (i) cause to be filed with the Commission as soon as practicable after the Closing Date, but in no event later than 180 calendar days after the Closing Date, a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer, (ii) use their reasonable best efforts to cause such Registration Statement to become effective at the earliest possible time, but in no event later than 270 calendar days after the Closing Date, (iii) in connection with the foregoing, file (A) all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act in order to cause the Exchange Offer Registration Statement to be filed effective for a period not less than the minimum period required pursuant to Section 3(b) hereof and (C) cause all necessary filings in connection with the Commission no later than 150 days after registration and qualification of the Closing Date (Exchange Securities to be made under the Blue Sky laws of such 150th day being jurisdictions as are necessary to permit Consummation of the "FILING DEADLINE")Exchange Offer, and (iiiv) use all commercially reasonable efforts to cause upon the effectiveness of such Registration Statement, commence the Exchange Offer Registration Statement to become effective no later than 250 days after the Closing Date (such 250th day being the "EFFECTIVENESS DEADLINE")Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Notes Securities to be offered in exchange for the Initial Notes that are Transfer Restricted Securities and (ii) to permit resales of Exchange Notes Securities held by Broker-Dealers that tendered into the Exchange Offer Initial Notes that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Initial Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) below. (b) The Company and the Guarantors shall use all commercially their reasonable best efforts to cause the Exchange Offer Registration Statement to be effective continuously, continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days30 days and not more than 45 days (or longer if required by applicable law) after the date notice of the Exchange Offer is mailed to the Holders. The Company and the Guarantors shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Notes Securities shall be included in the Exchange Offer Registration Statement. The Company and the Guarantors shall use all commercially its reasonable best efforts to cause the Exchange Offer to be Consummated on the earliest practicable date after the Exchange Offer Registration Statement has become effective, but in no event later than 30 Business Days thereafter, or longer, if required by business days after the federal securities laws (such 30th (or longer) day being date on which the "CONSUMMATION DEADLINE")Exchange Offer Registration Statement is declared effective under the Securities Act. (c) The Company shall include indicate in a "Plan of Distribution" section contained in the Prospectus contained in forming a part of the Exchange Offer Registration Statement and indicate therein that any Broker-Dealer who holds Initial Securities that are Transfer Restricted Securities and that were acquired for the its own account of such Broker-Dealer as a result of market-making activities or other trading activities (other than Initial Notes Transfer Restricted Securities acquired directly from the Company or any Affiliate of the Company), may exchange such Transfer Restricted Initial Securities pursuant to the Exchange Offer; however, such Broker-Dealer may be deemed to be an "underwriter" within the meaning of the Securities Act and must, therefore, deliver a prospectus meeting the requirements of the Securities Act in connection with any resales of the Exchange Securities received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement. Such "Plan of Distribution" section shall also contain all other information with respect to such sales resales by such Broker-Dealers that the Commission may require in order to permit such sales resales pursuant thereto, but such "Plan of Distribution" shall not name any such Broker-Dealer or disclose the amount of Transfer Restricted Securities held by any such Broker-Dealer, Dealer except to the extent required by the Commission as a result of a change in policy, rules or regulations policy after the date of this Agreement. See the Shearman & Sterling no-action letter (available July 2, 1993). Because such Broker-Dealer may be deemed to be an "underwriter" within the meaning of the Act and must, therefore, deliver a prospectus meeting the requirements of the Act in connection with its initial sale of any Exchange Notes received by such Broker-Dealer in the Exchange Offer, the Company and Guarantors shall permit the use of the Prospectus contained in the Exchange Offer Registration Statement by such Broker-Dealer to satisfy such prospectus delivery requirement. To the extent necessary to ensure that the Prospectus contained in the Exchange Offer Registration Statement is available for sales of Exchange Notes by Broker-Dealers, the The Company and the Guarantors agree to shall use all commercially their reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented, supplemented and amended and current as required by and subject to the provisions of Sections 6(aSection 6(c) below to the extent necessary to ensure that it is available for resales of Securities acquired by Broker-Dealers for their own accounts as a result of market-making activities or other trading activities, and (c) hereof and subject to any applicable Suspension Period and in conformity ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period ending on the earlier of (i) 180 days from the date on which the Exchange Offer Registration Statement is Consummated or such shorter period ending on declared effective and (ii) the date when all Transfer Restricted Securities covered by such Registration Statement have been sold pursuant thereto; provided, however, that if the Exchange Offer Registration Statement ceases on which a Broker-Dealer is no longer required to be effective during any Suspension Period, such 180deliver a prospectus in connection with market-day period shall be extended by the number of days such Suspension Period continuedmaking or other trading activities. The Company and the Guarantors shall provide sufficient copies of the latest version of such Prospectus to such Broker-Dealers, Dealers promptly upon request, and in no event later than two Business Days after such request, request at any time during such period180-day (or shorter as provided in the foregoing sentence) period in order to facilitate such resales.

Registered Exchange Offer. The Company shall prepare and, not later than July 7, 1997, shall file with the Securities and Exchange Commission (athe "Commission") Unless a registration statement (the "Exchange Offer shall not be permitted by applicable law or Commission policy Registration Statement") on an appropriate form under the Securities Act of 1933, as amended (after the procedures set forth in Section 6(a)(i) below have been complied with"1933 Act"), with respect to a proposed offer (the "Registered Exchange Offer") to the Holders to issue and deliver to such Holders, in exchange for the First Priority Notes and Second Priority Notes, a like principal amount of Senior Secured First Priority Discount Exchange Notes due 2001 and Senior Secured Second Priority Discount Exchange Notes due 2001 of the Company (collectively the "Exchange Notes"), identical in all material respects to the respective Securities (except that the interest rate increase provisions and the Guarantors transfer restrictions will be modified or eliminated, as appropriate), shall (i) use its best efforts to cause the Exchange Offer Registration Statement to be filed with become effective under the Commission no 1933 Act not later than 150 days after the Closing Date (such 150th day being the "FILING DEADLINE")October 17, 1997 and (ii) shall use all commercially reasonable its best efforts to cause such keep the Exchange Offer Registration Statement to become effective no later than 250 days after under the Closing Date 1933 Act until the close of business on the 180th day following the expiration of the Registered Exchange Offer (such 250th day period being called the "EFFECTIVENESS DEADLINEExchange Offer Registration Period") for use by Exchanging Dealers (as defined below) as contemplated in Section 4(g) below. The Company shall be deemed not to have used its best efforts to keep the Exchange Offer Registration Statement effective during the Exchange Offer Registration Period if it voluntarily takes any action that would result in Exchanging Dealers not being able to use such Registration Statement as contemplated in such Section 4(g), unless (i) such action is required by applicable law, or (ii) such action is taken by the Company in good faith and for valid business reasons (not including avoidance of the Company's obligations hereunder), including the acquisition or divestiture of assets, so long as the Company promptly thereafter complies with the requirements of Section 4(j) hereof, if applicable. The Exchange Notes will be issued under the Indenture dated as of May 20, 1997 (the "Indenture"), between the Company and First Trust National Association, as trustee (the "Trustee"), or an indenture (the "Exchange Notes Indenture") between the Company and the Trustee or such other bank or trust company reasonably satisfactory to you, as trustee (the "Exchange Notes Trustee"), such indenture to be identical in all material respects with the Indenture except for the interest rate increase provisions and the transfer restrictions relating to the Securities (as described above). Upon the effectiveness of the Exchange Offer Registration Statement, the Company shall be on promptly commence the appropriate form permitting Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for Exchange Notes (assuming that such Holder is not an affiliate of the Company within the meaning of the 1933 Act, acquires the Exchange Notes in the ordinary course of such Holder's business and has no arrangements with any person to participate in the distribution of the Exchange Notes) to trade such Exchange Notes from and after their receipt without any limitations or restrictions under the 1933 Act and without material restrictions under the securities laws of a substantial proportion of the several states of the United States. Notwithstanding the foregoing, the Initial Purchasers and the Company acknowledge that, pursuant to current interpretations by the Commission's staff of Section 5 of the 1933 Act, and in the absence of an applicable exemption therefrom, (i) registration of the Exchange Notes each Holder (including any Initial Purchaser) which is a broker-dealer electing to be offered in exchange for the Initial Notes that are Transfer Restricted Securities and (ii) resales of Exchange Notes by Broker-Dealers that tendered into the Exchange Offer Initial Notes that such Broker-Dealer Securities, acquired for its own account as a result of market-making activities or other trading activities activities, for Exchange Notes (other than Initial Notes acquired directly from an "Exchanging Dealer"), is required to deliver a prospectus containing the Company or any of its Affiliates) as contemplated by Section 3(c) below. (b) information set forth in Annex A hereto on the cover, in Annex B hereto in "The Company and the Guarantors shall use all commercially reasonable efforts to cause the Exchange Offer Registration Statement to be effective continuouslyOffer" section, and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days. The Company and the Guarantors shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Notes shall be included Annex C hereto in the Exchange Offer Registration Statement. The Company and the Guarantors shall use all commercially reasonable efforts to cause the Exchange Offer to be Consummated on the earliest practicable date after the Exchange Offer Registration Statement has become effective, but in no event later than 30 Business Days thereafter, or longer, if required by the federal securities laws (such 30th (or longer) day being the "CONSUMMATION DEADLINE"). (c) The Company shall include a "Plan of Distribution" section of such prospectus in connection with a sale of any such Exchange Notes received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) each Initial Purchaser which elects to sell Exchange Notes acquired in exchange for Securities constituting any portion of an unsold allotment is required to deliver a prospectus, containing the information required by Items 507 and/or 508 of Regulation S-K under the 1933 Act, as applicable, in connection with such a sale. In connection with the Registered Exchange Offer, the Company shall: (a) mail to each Holder a copy of the prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents; (b) keep the Registered Exchange Offer open for not less than 30 days after the date notice thereof is mailed to the Holders (or longer if required by applicable law); (c) utilize the services of a depositary for the Registered Exchange Offer with an address in the Prospectus contained Borough of Manhattan, The City of New York; (d) permit Holders to withdraw tendered Securities at any time prior to the close of business, New York time, on the last business day on which the Registered Exchange Offer shall remain open; and (e) otherwise comply in all respects with all applicable laws. As soon as practicable after the close of the Registered Exchange Offer, the Company shall: (a) accept for exchange all Securities tendered and not validly withdrawn pursuant to the Registered Exchange Offer; (b) deliver to the Trustee for cancellation all Securities so accepted for exchange; and (c) cause the Trustee or the Exchange Notes Trustee, as the case may be, promptly to authenticate and deliver to each Holder of Securities Exchange Notes equal in principal amount to the Securities of such Holder so accepted for exchange. Original issue discount on each Exchange Note will accrue from the last Semi-Annual Accrual Date (as such term is defined in the Indenture) of the Securities surrendered in exchange therefor or, if prior to November 15, 1997, from the date original issue discount began to accrue on the Securities. Notwithstanding any other provisions hereof, the Company will ensure that (i) any Exchange Offer Registration Statement and indicate any amendment thereto and any prospectus forming part thereof and any supplement thereto complies in all material respects with the 1933 Act and the rules and regulations thereunder, (ii) any Exchange Offer Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any prospectus forming part of any Exchange Offer Registration Statement, and any supplement to such prospectus, does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading. Each Holder participating in the Registered Exchange Offer shall be required to represent to the Company that at the time of the consummation of the Registered Exchange Offer (i) any BrokerExchange Notes received by such Holder will be acquired in the ordinary course of business, (ii) such Holder will have no arrangements or understanding with any person to participate in the distribution of the Securities or the Exchange Notes within the meaning of the 1933 Act, (iii) such Holder is not an "affiliate," as defined in Rule 405 under the 1933 Act, of the Company or if it is an affiliate, such Holder acknowledges that it must comply with the registration and prospectus delivery requirements of the 1933 Act to the extent applicable, (iv) if such Holder is not a broker-Dealer who holds Transfer Restricted dealer, that it is not engaged in, and does not intend to engage in, a distribution of the Exchange Notes and (v) if such Holder is a broker-dealer, that it will receive Exchange Notes in exchange for Securities that were acquired for the account of such Broker-Dealer as a result of market-making activities or other trading activities (other than and that it will be required to acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Notes. In the event that any Initial Notes acquired directly from Purchaser determines upon advice of its outside counsel that it is not eligible to participate in the Registered Exchange Offer with respect to the exchange of Securities constituting any portion of an unsold allotment, as soon as practicable upon receipt by the Company or any Affiliate of an opinion of outside counsel for such Initial Purchaser, reasonably satisfactory in form and substance to outside counsel of the Company), may exchange such Transfer Restricted Securities pursuant to the Exchange Offer. Such "Plan of Distribution" section shall also contain all other information effect that such exchange does not require compliance with respect to such sales by such Broker-Dealers that the Commission may require in order to permit such sales pursuant thereto, but such "Plan of Distribution" shall not name any such Broker-Dealer or disclose registration requirements under the amount of Transfer Restricted Securities held by any such Broker-Dealer, except to the extent required by the Commission as a result of a change in policy, rules or regulations after the date of this Agreement. See the Shearman & Sterling no-action letter (available July 2, 1993). Because such Broker-Dealer may be deemed to be an "underwriter" within the meaning of the Act and must, therefore, deliver a prospectus meeting the requirements of the Act in connection with its initial sale of any Exchange Notes received by such Broker-Dealer in the Exchange Offer1933 Act, the Company shall issue and Guarantors shall permit the use of the Prospectus contained deliver to such Initial Purchaser, in the Exchange Offer Registration Statement by exchange for such Broker-Dealer to satisfy such prospectus delivery requirement. To the extent necessary to ensure that the Prospectus contained in the Exchange Offer Registration Statement is available for sales Securities, a like principal amount of Exchange Notes by Broker-Dealers, the Company and the Guarantors agree to use all commercially reasonable efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented, amended and current as required by and subject to the provisions of Sections 6(a) and (c) hereof and subject to any applicable Suspension Period and in conformity with the requirements of this Agreement, the Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of 180 days from the date on which the Exchange Offer is Consummated or such shorter period ending on the date when all Transfer Restricted Securities covered by such Registration Statement have been sold pursuant thereto; provided, however, that if the Exchange Offer Registration Statement ceases to be effective during any Suspension Period, such 180-day period shall be extended by the number of days such Suspension Period continued. The Company and the Guarantors shall provide sufficient copies of the latest version of such Prospectus to such Broker-Dealers, promptly upon request, and in no event later than two Business Days after such request, at any time during such periodNotes.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a)(i6(a) below have been complied with), the Company and the Guarantors shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission as soon as practicable after the Closing Date, but in no event later than 150 120 days after the Closing Date (such 150th day being Date, the "FILING DEADLINE")Exchange Offer Registration Statement under the Securities Act relating to the New Senior Notes and the Exchange Offer, and (ii) use all commercially its reasonable best efforts to cause such Exchange Offer Registration Statement to become effective at the earliest possible time, but in no event later than 250 180 days after the Closing Date Date, (iii) in connection with the foregoing, (A) file all pre-effective amendments to such 250th day being Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) if applicable, file a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the "EFFECTIVENESS DEADLINE")Securities Act and (C) cause all necessary filings, if any, in connection with the registration and qualification of the New Senior Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and Consummate the Exchange Offer. The Exchange Offer Registration Statement shall be on the appropriate form permitting (i) registration of the Exchange New Senior Notes to be offered in exchange for the Initial Notes that are Transfer Restricted Securities and (ii) resales to permit sales of Exchange Notes Broker-Dealer Transfer Restricted Securities by Broker-Dealers that tendered into the Exchange Offer Initial Notes that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Initial Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) below. (b) The Company and the Guarantors shall use all commercially its reasonable best efforts to cause the Exchange Offer Registration Statement to be effective continuously, continuously for a period of 30 days from the date on which the Exchange Offer Registration Statement is declared effective and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days. The Company and the Guarantors shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Notes shall be included in the Exchange Offer Registration Statement. The Company and the Guarantors shall use all commercially its reasonable best efforts to cause the Exchange Offer to be Consummated on the earliest practicable date after the Exchange Offer Registration Statement has become effective, but in no event later than 30 Business Days thereafter, or longer, if required by 210 days after the federal securities laws Closing Date (such 30th (or longer) day being the "CONSUMMATION DEADLINEConsummation Target Date"). (c) The Company shall include a "Plan of Distribution" section in the Prospectus contained in the Exchange Offer Registration Statement and indicate therein that any Restricted Broker-Dealer who holds Senior Notes that are Transfer Restricted Securities and that were acquired for the account of such Broker-Dealer as a result of market-making activities or other trading activities (other than Initial Notes Transfer Restricted Securities acquired directly from the Company or any Affiliate one of the Company), its Affiliates) may exchange such Transfer Restricted Securities Senior Notes pursuant to the Exchange Offer; however, such Broker-Dealer may be deemed to be an "underwriter" within the meaning of the Securities Act and must, therefore, deliver a prospectus meeting the requirements of the Securities Act in connection with its initial sale of the New Senior Notes received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement. Such "Plan of Distribution" section shall also contain all other information with respect to such sales by such resales of Broker-Dealers Dealer Transfer Restricted Securities that the Commission may require in order to permit such sales pursuant thereto, thereto but such "Plan of Distribution" shall not name any such Broker-Dealer or disclose the amount of Transfer Restricted Securities Notes held by any such Broker-Dealer, Dealer except to the extent required by the Commission as a result of a change in policy, rules or regulations policy after the date of this Agreement. See the Shearman & Sterling no-action letter (available July 2, 1993). Because such Broker-Dealer may be deemed to be an "underwriter" within the meaning of the Act and must, therefore, deliver a prospectus meeting the requirements of the Act in connection with The Company shall use its initial sale of any Exchange Notes received by such Broker-Dealer in the Exchange Offer, the Company and Guarantors shall permit the use of the Prospectus contained in the Exchange Offer Registration Statement by such Broker-Dealer to satisfy such prospectus delivery requirement. To the extent necessary to ensure that the Prospectus contained in the Exchange Offer Registration Statement is available for sales of Exchange Notes by Broker-Dealers, the Company and the Guarantors agree to use all commercially reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented, supplemented and amended and current as required by and subject to the provisions of Sections 6(aSection 6(c) below to the extent necessary to ensure that it is available for resales of Broker-Dealer Transfer Restricted Securities acquired by Restricted Broker-Dealers and (c) hereof and subject to any applicable Suspension Period and in conformity ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of 180 120 days from the date on which the Exchange Offer Registration Statement is Consummated or such shorter period ending on the date when declared effective or, if shorter, until all Broker-Dealer Transfer Restricted Securities covered by such Registration Statement have been sold pursuant thereto; provided, however, that if the Exchange Offer Registration Statement ceases to be effective during any Suspension Period, such 180-day period shall be extended by the number of days such Suspension Period continuedthereunder. The Company and the Guarantors shall provide sufficient copies of the latest version of such Prospectus to such Restricted Broker-Dealers, Dealers promptly upon request, and in no event later than two Business Days after such request, request at any time during such period120 day period in order to facilitate such sales.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a)(i) below have been complied with), the Company and the Guarantors shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission as soon as practicable after the Closing Date, but in no event later than 150 60 days after the Closing Date (such 150th day being Date, a Registration Statement under the "FILING DEADLINE")Securities Act relating to the Exchange Notes and the Exchange Offer, and (ii) use all commercially their reasonable best efforts to cause such Exchange Offer Registration Statement to become effective at the earliest possible time, but in no event later than 250 230 days after the Closing Date Date, (iii) in connection with the foregoing, file (A) all pre-effective amendments to such 250th day being Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the "EFFECTIVENESS DEADLINE")Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Registration Statement, commence the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Notes to be offered in exchange for the Initial Notes that are Transfer Restricted Securities and (ii) to permit resales of Exchange Notes held by Broker-Dealers that tendered into the Exchange Offer Initial Notes that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Initial Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) below. (b) The Company and the Guarantors shall use all commercially their reasonable best efforts to cause the Exchange Offer Registration Statement to be effective continuously, continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Daysbusiness days after the date notice of the Exchange Offer is mailed to the Holders. The Company and the Guarantors shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Notes shall be included in the Exchange Offer Registration Statement. The Company and the Guarantors shall use all commercially their reasonable best efforts to cause the Exchange Offer to be Consummated on the earliest practicable date after the Exchange Offer Registration Statement has become effective, but in no event later than 30 Business Days thereafter, or longer, if required by business days after the federal securities laws (such 30th (or longer) day being date the "CONSUMMATION DEADLINE")Exchange Offer Registration Statement has become effective. (c) The Company shall include indicate in a "Plan of Distribution" section contained in the Prospectus contained in forming a part of the Exchange Offer Registration Statement and indicate therein that any Broker-Dealer who holds Initial Notes that are Transfer Restricted Securities and that were acquired for the its own account of such Broker-Dealer as a result of market-making activities or other trading activities (other than Initial Notes Transfer Restricted Securities acquired directly from the Company or any Affiliate of the Company), may exchange such Transfer Restricted Securities Initial Notes pursuant to the Exchange Offer; however, such Broker-Dealer may be deemed to be an "underwriter" within the meaning of the Securities Act and must, therefore, deliver a prospectus meeting the requirements of the Securities Act in connection with any resales of the Exchange Notes received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement. Such "Plan of Distribution" section shall also contain all other information with respect to such sales resales by such Broker-Dealers that the Commission may require in order to permit such sales resales pursuant thereto, but such "Plan of Distribution" shall not name any such Broker-Dealer or disclose the amount of Transfer Restricted Securities Notes held by any such Broker-Dealer, Dealer except to the extent required by the Commission as a result of a change in policy, rules or regulations policy after the date of this Agreement. See the Shearman & Sterling no-action letter (available July 2, 1993). Because such Broker-Dealer may be deemed to be an "underwriter" within the meaning of the Act and must, therefore, deliver a prospectus meeting the requirements of the Act in connection with its initial sale of any Exchange Notes received by such Broker-Dealer in the Exchange Offer, the Company and Guarantors shall permit the use of the Prospectus contained in the Exchange Offer Registration Statement by such Broker-Dealer to satisfy such prospectus delivery requirement. To the extent necessary to ensure that the Prospectus contained in the Exchange Offer Registration Statement is available for sales of Exchange Notes by Broker-Dealers, the The Company and the Guarantors agree to shall use all commercially their reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented, supplemented and amended and current as required by and subject to the provisions of Sections 6(aSection 6(c) below to the extent necessary to ensure that it is available for resales of Notes acquired by Broker-Dealers for their own accounts as a result of market-making activities or other trading activities, and (c) hereof and subject to any applicable Suspension Period and in conformity ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period ending on the earlier of (i) 180 days from the date on which the Exchange Offer Registration Statement is Consummated or such shorter period ending on declared effective and (ii) the date when all Transfer Restricted Securities covered by such Registration Statement have been sold pursuant thereto; provided, however, that if the Exchange Offer Registration Statement ceases on which a Broker-Dealer is no longer required to be effective during any Suspension Period, such 180deliver a prospectus in connection with market-day period shall be extended by the number of days such Suspension Period continuedmaking or other trading activities. The Company and the Guarantors shall provide sufficient copies of the latest version of such Prospectus to such Broker-Dealers, Dealers promptly upon request, and in no event later than two Business Days after such request, request at any time during such period180-day (or shorter as provided in the foregoing sentence) period in order to facilitate such resales.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a)(i6(a) below have been complied with), the Company Issuers and the Guarantors shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission as soon as practicable after the Closing Date, but in no event later than 150 45 days after the Closing Date (such 150th day being Date, the "FILING DEADLINE")Exchange Offer Registration Statement, and (ii) use all commercially reasonable their best efforts to cause such Exchange Offer Registration Statement to become effective at the earliest possible time, but in no event later than 250 120 days after the Closing Date Date, (iii) in connection with the foregoing, file (A) all pre-effective amendments to such 250th day being Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the "EFFECTIVENESS DEADLINE")Act and (C) cause all necessary filings in connection with the registration and qualification of the Series B Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Series B Notes to be offered in exchange for the Initial Notes that are Transfer Restricted Securities and (ii) to permit resales of Exchange Notes held by Broker-Dealers that tendered into the Exchange Offer Initial Notes that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Initial Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) below. (b) The Company and the Guarantors Issuers shall use all commercially reasonable efforts to cause the Exchange Offer Registration Statement to be effective continuously, continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Daysbusiness days. The Company and the Guarantors Issuers shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Notes shall be included in the Exchange Offer Registration Statement. The Company and the Guarantors Issuers shall use all commercially reasonable their best efforts to cause the Exchange Offer to be Consummated on the earliest practicable date after the Exchange Offer Registration Statement has become effective, but in no event later than 30 Business Days business days thereafter, or longer, if required by the federal securities laws (such 30th (or longer) day being the "CONSUMMATION DEADLINE"). (c) The Company Issuers shall include a "Plan of Distribution" section in the Prospectus contained in the Exchange Offer Registration Statement and indicate therein that any Broker-Dealer who holds Series A Notes that are Transfer Restricted Securities and that were acquired for the its own account of such Broker-Dealer as a result of market-making activities or other trading activities (other than Initial Notes Transfer Restricted Securities acquired directly from the Company or any Affiliate of the Company), Issuers) may exchange such Transfer Restricted Securities Series A Notes pursuant to the Exchange Offer. Such "Plan of Distribution" section shall also contain all other information with respect to such sales by such Broker-Dealers that the Commission may require in order to permit such sales pursuant thereto; however, but such "Plan of Distribution" shall not name any such Broker-Dealer or disclose the amount of Transfer Restricted Securities held by any such Broker-Dealer, except to the extent required by the Commission as a result of a change in policy, rules or regulations after the date of this Agreement. See the Shearman & Sterling no-action letter (available July 2, 1993). Because such Broker-Dealer may be deemed to be an "underwriter" within the meaning of the Act and must, therefore, deliver a prospectus meeting the requirements of the Act in connection with its initial sale any resales of any Exchange the Series B Notes received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the Company and Guarantors shall permit the use delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement Statement. Such "Plan of Distribution" section shall also contain all other information with respect to such resales by Broker-Dealers that the Commission may require in order to permit such resales pursuant thereto, but such "Plan of Distribution" shall not name any such Broker-Dealer or disclose the amount of Notes held by any such Broker-Dealer except to satisfy such prospectus delivery requirement. To the extent necessary to ensure that required by the Prospectus contained Commission as a result of a change in policy after the Exchange Offer Registration Statement is available for sales date of Exchange Notes this Agreement. If requested by any Broker-DealersDealer, the Company Issuers and the Guarantors agree to shall use all commercially reasonable their best efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented, supplemented and amended and current as required by and subject to the provisions of Sections 6(aSection 6(c) below to the extent necessary to ensure that it is available for resales of Notes acquired by Broker-Dealers for their own accounts as a result of market-making activities or other trading activities, and (c) hereof and subject to any applicable Suspension Period and in conformity ensure that it conforms with the requirements of this Agreement, the Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of 180 days one year from the date on which the Exchange Offer is Consummated or such shorter period ending on the date when all Transfer Restricted Securities covered by such Registration Statement have been sold pursuant thereto; provided, however, that if the Exchange Offer Registration Statement ceases to be effective during any Suspension Period, such 180-day period shall be extended by the number of days such Suspension Period continuedis declared effective. The Company and the Guarantors Issuers shall provide sufficient copies of the latest version of such Prospectus to such Broker-Dealers, Dealers promptly upon request, and in no event later than two Business Days after such request, request at any time during such periodone-year period in order to facilitate such resales.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a)(i6(a) below have been complied with), the Company and the Guarantors Issuer shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission no later than 150 60 days after the Closing Date (such 150th day being Date, a Registration Statement under the "FILING DEADLINE")Securities Act relating to the Exchange Notes and the Exchange Offer, and (ii) use all commercially reasonable its best efforts to cause such Exchange Offer Registration Statement to become effective no later than 250 180 days after the Closing Date Date, (iii) in connection with the foregoing, (A) file all pre-effective amendments to such 250th day being Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, file a post-effective amendment to such Registration Statement pursuant to Rule 430A under the "EFFECTIVENESS DEADLINE")Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Registration Statement, commence the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) to permit registration of the Exchange Notes to be offered in exchange for the Initial Notes that are Transfer Restricted Securities and (ii) resales sales of Exchange Notes Broker-Dealer Transfer Restricted Securities by Restricted Broker-Dealers that tendered into the Exchange Offer Initial Notes that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Initial Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) below. (b) The Company and the Guarantors Issuer shall use all commercially reasonable efforts to cause the Exchange Offer Registration Statement to be effective continuously, continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days30 days after the date notice of the Exchange Offer is mailed to the Holders. The Company and the Guarantors Issuer shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Notes shall be included in the Exchange Offer Registration Statement. The Company and the Guarantors Issuer shall use all commercially reasonable its best efforts to cause the Exchange Offer to be Consummated on the earliest practicable date no later than 210 days after the Exchange Offer Registration Statement has become effective, but in no event later than 30 Business Days thereafter, or longer, if required by the federal securities laws (such 30th (or longer) day being the "CONSUMMATION DEADLINE")Closing Date. (c) The Company Issuer shall include indicate in a "Plan of Distribution" section contained in the Prospectus contained in forming a part of the Exchange Offer Registration Statement and indicate therein that any Restricted Broker-Dealer who holds Initial Notes that are Transfer Restricted Securities and that were acquired for the its own account of such Broker-Dealer as a result of market-making activities or other trading activities (other than Initial Notes Transfer Restricted Securities acquired directly from the Company Issuer or any Affiliate one of the Companyits affiliates), may exchange such Transfer Restricted Securities Initial Notes pursuant to the Exchange Offer; however, such Broker-Dealer may be deemed to be an "underwriter" within the meaning of the Securities Act and must, therefore, deliver a prospectus meeting the requirements of the Securities Act in connection with any resales of the Exchange Notes received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the delivery by such Broker- Dealer of the Prospectus contained in the Exchange Offer Registration Statement. Such "Plan of Distribution" section shall also contain all other information with respect to such sales resales by such Restricted Broker-Dealers that the Commission may require in order to permit such sales resales pursuant thereto, but such "Plan of Distribution" shall not name any such Broker-Dealer or disclose the amount of Transfer Restricted Securities Notes held by any such Broker-Dealer, Dealer except to the extent required by the Commission as a result of a change in policy, rules or regulations policy after the date of this Agreement. See the Shearman & Sterling no-action letter (available July 2, 1993). Because such Broker-Dealer may be deemed to be an "underwriter" within the meaning of the Act and must, therefore, deliver a prospectus meeting the requirements of the Act in connection with The Issuer shall use its initial sale of any Exchange Notes received by such Broker-Dealer in the Exchange Offer, the Company and Guarantors shall permit the use of the Prospectus contained in the Exchange Offer Registration Statement by such Broker-Dealer to satisfy such prospectus delivery requirement. To the extent necessary to ensure that the Prospectus contained in the Exchange Offer Registration Statement is available for sales of Exchange Notes by Broker-Dealers, the Company and the Guarantors agree to use all commercially reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented, supplemented and amended and current as required by and subject to the provisions of Sections 6(aSection 6(c) below to the extent necessary to ensure that it is available for resales of Broker-Dealer Transfer Restricted Securities acquired by Restricted Broker-Dealers for their own accounts as a result of market-making activities or other trading activities, and (c) hereof and subject to any applicable Suspension Period and in conformity ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period ending on the earlier of 180 (i) 150 days from the date on which the Exchange Offer Registration Statement is Consummated or such shorter period ending on declared effective and (ii) the date when all Transfer on which a Restricted Securities covered by such Registration Statement have been sold pursuant thereto; provided, however, that if the Exchange Offer Registration Statement ceases Broker-Dealer is no longer required to be effective during any Suspension Period, such 180deliver a prospectus in connection with market-day period shall be extended by the number of days such Suspension Period continuedmaking or other trading activities. The Company and the Guarantors Issuer shall provide sufficient copies of the latest version of such Prospectus to such Restricted Broker-Dealers, Dealers promptly upon request, and in no event later than two Business Days after such request, request at any time during such period150-day (or shorter as provided in the foregoing sentence) period in order to facilitate such resales.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by applicable federal law or Commission policy (after the procedures set forth in Section 6(a)(i) below have been complied with), the Company and the Guarantors shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission as soon as practicable after the Closing Date, but in no event later than 150 45 days after the Closing Date (such 150th day being Date, the "FILING DEADLINE")Exchange Offer Registration Statement, and (ii) use all commercially its reasonable best efforts to cause such Exchange Offer Registration Statement to become effective at the earliest possible time, but in no event later than 250 120 days after the Closing Date Date, (iii) in connection with the foregoing, (A) file all pre-effective amendments to such 250th day being Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the "EFFECTIVENESS DEADLINE")Act and (C) cause all necessary filings, if any, in connection with the registration and qualification of the New Senior Subordinated Notes to be made under the Blue Sky laws of such jurisdictions as are reasonably requested by the Holders and are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange New Senior Subordinated Notes to be offered in exchange for the Initial Senior Subordinated Notes that are Transfer Restricted Securities and (ii) resales to permit sales of Exchange Notes Broker-Dealer Transfer Restricted Securities by Restricted Broker-Dealers that tendered into the Exchange Offer Initial Notes that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Initial Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) below. (b) The Company and the Guarantors shall use all commercially reasonable their respective best efforts to cause the Exchange Offer Registration Statement to be effective continuously, and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; providedPROVIDED, howeverHOWEVER, that in no event shall such period be less than 20 Business Days. The Company and the Guarantors shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Notes shall be included in the Exchange Offer Registration Statement. The Company and the Guarantors shall use all commercially reasonable their respective best efforts to cause the Exchange Offer to be Consummated on the earliest practicable date after the Exchange Offer Registration Statement has become effective, but in no event later than 30 Business Days thereafter, or longer, if required by the federal securities laws (such 30th (or longer) day being the "CONSUMMATION DEADLINE"). (c) The Company shall include a "Plan of Distribution" section in the Prospectus contained in the Exchange Offer Registration Statement and indicate therein that any Restricted Broker-Dealer who holds Senior Subordinated Notes that are Transfer Restricted Securities and that were acquired for the account of such Broker-Dealer as a result of market-making activities or other trading activities activities, may exchange such Senior Subordinated Notes (other than Initial Notes Transfer Restricted Securities acquired directly from the Company or any Affiliate of the Company), may exchange such Transfer Restricted Securities ) pursuant to the Exchange Offer. Such "Plan of Distribution" section shall also contain all other information with respect to such sales by such Broker-Dealers that the Commission may require in order to permit such sales pursuant thereto; however, but such "Plan of Distribution" shall not name any such Broker-Dealer or disclose the amount of Transfer Restricted Securities held by any such Broker-Dealer, except to the extent required by the Commission as a result of a change in policy, rules or regulations after the date of this Agreement. See the Shearman & Sterling no-action letter (available July 2, 1993). Because such Broker-Dealer may be deemed to be an "underwriter" within the meaning of the Act and must, therefore, deliver a prospectus meeting the requirements of the Act in connection with its initial sale of any Exchange Notes received by such Broker-Dealer in the Exchange Offer, the Company and Guarantors shall permit the use of the Prospectus contained in the Exchange Offer Registration Statement by such Broker-Dealer to satisfy such prospectus delivery requirement. To the extent necessary to ensure that the Prospectus contained in the Exchange Offer Registration Statement is available for sales of Exchange Notes by Broker-Dealers, the Company and the Guarantors agree to use all commercially reasonable efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented, amended and current as required by and subject to the provisions of Sections 6(a) and (c) hereof and subject to any applicable Suspension Period and in conformity with the requirements of this Agreement, the Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of 180 days from the date on which the Exchange Offer is Consummated or such shorter period ending on the date when all Transfer Restricted Securities covered by such Registration Statement have been sold pursuant thereto; provided, however, that if the Exchange Offer Registration Statement ceases to be effective during any Suspension Period, such 180-day period shall be extended by the number of days such Suspension Period continued. The Company and the Guarantors shall provide sufficient copies of the latest version of such Prospectus to such Broker-Dealers, promptly upon request, and in no event later than two Business Days after such request, at any time during such period.deliver

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a)(i6(a) below have been complied with), the Company and the Guarantors shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission as soon as practicable after the Closing Date, but in no event later than 150 240 days after the Closing Date (such 150th day being Date, the "FILING DEADLINE")Exchange Offer Registration Statement under the Securities Act relating to the Exchange Notes and the Exchange Offer, and (ii) use its reasonable best efforts to have the Exchange Offer Registration Statement declared effective by the Commission at the earliest possible time, but in no event later than one year from the Closing Date, (iii) in connection with the foregoing, (A) file all commercially reasonable efforts pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) if applicable, file a post-effective no later than 250 amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings, if any, in connection with the registration and qualification of the Exchange Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence the Registered Exchange Offer and use its reasonable best efforts to issue, on or prior to 60 days after the Closing Date (such 250th day being date on which the "EFFECTIVENESS DEADLINE")Exchange Offer Registration Statement was declared effective by the Commission, Exchange Notes in exchange for all Initial Notes tendered prior thereto in the Registered Exchange Offer. The Exchange Offer Registration Statement shall be on the appropriate form permitting (i) registration of the Exchange Notes to be offered in exchange for the Initial Notes that are Transfer Restricted Securities and (ii) resales to permit sales of Exchange Notes Broker-Dealer Transfer Restricted Securities by Broker-Dealers that tendered into the Exchange Offer Initial Notes that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Initial Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) below. (b) The Company and the Guarantors shall use all commercially its reasonable best efforts to cause the Exchange Offer Registration Statement to be effective continuously, continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days. The Company and the Guarantors shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Notes shall be included in the Exchange Offer Registration Statement. The Company and the Guarantors shall use all commercially reasonable efforts to cause the Exchange Offer to be Consummated on the earliest practicable date after the Exchange Offer Registration Statement has become effective, but in no event later than 30 Business Days thereafter, or longer, if required by the federal securities laws (such 30th (or longer) day being the "CONSUMMATION DEADLINE"). (c) The Company shall include a "“Plan of Distribution" ” (or similar provision) section in the Prospectus contained in the Exchange Offer Registration Statement and indicate therein that any Restricted Broker-Dealer who holds Initial Notes that are Transfer Restricted Securities and that were acquired for the account of such Restricted Broker-Dealer as a result of market-making activities or other trading activities (other than Initial Notes Transfer Restricted Securities acquired directly from the Company or any Affiliate one of the Company), its Affiliates) may exchange such Transfer Restricted Securities Initial Notes pursuant to the Exchange Offer; however, such Broker-Dealer may be deemed to be an “underwriter” within the meaning of the Securities Act and must, therefore, deliver a prospectus meeting the requirements of the Securities Act in connection with its initial sale of the Exchange Notes received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement. Such "“Plan of Distribution" ” (or similar provision) section shall also contain all other information with respect to such sales by such resales of Broker-Dealers Dealer Transfer Restricted Securities that the Commission may require in order to permit such sales pursuant thereto, thereto but such "“Plan of Distribution" ” (or other similar provision) section shall not name any such Broker-Dealer or disclose the amount of Transfer Restricted Securities Notes held by any such Broker-Dealer, Dealer except to the extent required by the Commission as a result of a change in policy, rules or regulations policy after the date of this Agreement. See the Shearman & Sterling no-action letter (available July 2, 1993). Because such Broker-Dealer may be deemed to be an "underwriter" within the meaning of the Act and must, therefore, deliver a prospectus meeting the requirements of the Act in connection with its initial sale of any Exchange Notes received by such Broker-Dealer in the Exchange Offer, the Company and Guarantors shall permit the use of the Prospectus contained in the Exchange Offer Registration Statement by such Broker-Dealer to satisfy such prospectus delivery requirement. To the extent necessary to ensure that the Prospectus contained in the Exchange Offer Registration Statement is available for sales of Exchange Notes by Broker-Dealers, the The Company and the Guarantors agree to shall use all commercially their respective reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented, supplemented and amended and current as required by and subject to the provisions of Sections 6(aSection 6(c) below to the extent necessary to ensure that it is available for resales of Broker-Dealer Transfer Restricted Securities acquired by Restricted Broker-Dealers and (c) hereof and subject to any applicable Suspension Period and in conformity ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of 180 days from the date on which the Exchange Offer Registration Statement is Consummated or such shorter period ending on the date when declared effective or, if shorter, until all Broker-Dealer Transfer Restricted Securities covered by such Registration Statement have been sold pursuant thereto; provided, however, that if the Exchange Offer Registration Statement ceases to be effective during any Suspension Period, such 180-day period shall be extended by the number of days such Suspension Period continuedthereunder. The Company and the Guarantors shall provide sufficient copies of the latest version of such Prospectus to such Restricted Broker-Dealers, Dealers promptly upon request, and in no event later than two Business Days after such request, request at any time during such 180 day period (or such shorter period, if applicable) in order to facilitate such sales.