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 rule, regulation or policy (after the procedures set forth in Section 6(a)(i) below have been complied with), the Company shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission no later than 120 days from the date hereof (the “Filing Deadline”), (ii) use all commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective no later than 210 days from the date hereof (the “Effectiveness 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 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 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 Securities to be offered in exchange for the Offered Securities that are Transfer Restricted Securities and (ii) resales of Exchange Securities by Broker-Dealers that tendered into the Exchange Offer Offered Securities that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Offered Securities acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) below. (b) The Company 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 shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Securities shall be included in the Exchange Offer Registration Statement. The Company 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 federal securities laws (the last day of such period 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 Offered 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, 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. 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 Securities received by such Broker-Dealer in the Exchange Offer, the Company 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 Securities by Broker-Dealers, the Company 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 6(a) and (c) hereof 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 270 days from the Consummation Deadline or such shorter period as will terminate when all Transfer Restricted Securities covered by such Registration Statement have been sold pursuant thereto. The Company 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 law or Commission rule, regulation or policy (No later than 270 days after the procedures set forth in Section 6(a)(i) below have been complied with)Closing Date, the Company and the Guarantors shall (i) use all commercially reasonable efforts to file and cause the Exchange Offer Registration Statement to be filed with declared effective by the Commission no later than 120 days from the date hereof (the “Filing Deadline”)Commission, (ii) use all commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective no later than 210 days from the date hereof (the “Effectiveness 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 Statement, and (C) cause all necessary filings, if any, in connection with the registration and qualification of the Exchange Securities Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iviii) 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), 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 Securities Notes to be offered in exchange for the Offered Securities Initial Notes that are Transfer Restricted Securities and (ii) resales of Exchange Securities Notes by Broker-Dealers that tendered into the Exchange Offer Offered Securities Initial Notes that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Offered Securities 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 Securities 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 laws, after the date on which the Exchange Offer Registration Statement has become effective (such 30th day, or such later date required by the last day of such period federal securities laws, being the “Consummation Deadline”). (c) The Company shall include a “Plan of Distribution” section in the Prospectus contained in the Exchange Offer Registration Statement that contains the information included in Annex A attached hereto 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 Offered Securities 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 regulationsregulations 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 Securities Notes received by such Broker-Dealer in the Exchange Offer, the Company 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 Securities Notes by Broker-Dealers, the Company agrees 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 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 270 180 days from the Consummation Deadline or such shorter period as will terminate when all Transfer Restricted Securities covered by such Registration Statement have been sold pursuant thereto. 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 rule, regulation or 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 no later than 120 Commission, on or prior to 60 days from after the date hereof (Closing Date, the “Filing Deadline”)Exchange Offer Registration Statement, (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 210 150 days from after the date hereof (the “Effectiveness Deadline”)Closing Date, (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 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 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, 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 Securities Series B Senior Notes to be offered in exchange for the Offered Securities Series A Senior Notes that are Transfer Restricted Securities and (ii) resales to permit sales of Exchange Broker-Dealer Transfer Restricted Securities by Restricted Broker-Dealers that tendered into the Exchange Offer Offered Securities that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Offered Securities 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 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 Subsidiary Guarantors shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Securities Senior Notes shall be included in the Exchange Offer Registration Statement. The Company and the Subsidiary 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 federal securities laws (the last day of such period 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 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 Series A Senior Notes (other than Offered 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. 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 Securities each Series B Senior Note received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the Company 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 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 Securities by Broker-Dealers, this Agreement. The Company and the Company agrees to Subsidiary Guarantors 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 sales of Broker-Dealer Transfer Restricted Securities by Restricted Broker-Dealers, and (c) hereof and in conformity to 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 270 120 days from the Consummation Deadline or such shorter period as will terminate when all Transfer Restricted Securities covered by such Registration Statement have been sold pursuant theretodate on which the Exchange Offer is Consummated. The Company and the Subsidiary 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 days 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 rule, regulation or policy (after the procedures set forth in Section 6(a)(i) below hereof have been complied with), or there are no Transfer Restricted Securities outstanding, each of the Company and the Guarantors shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission no later than 120 within 380 days from after the date hereof Closing Date (or if such 380th day 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 its commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective as promptly as practicable, but in no event later than 210 days from 20 Business Days before the date hereof 400th day after the Closing Date (the “Effectiveness DeadlineTarget Date”), (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 such 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 Securities Act and (C) cause all necessary filings, if any, filings in connection with the registration and qualification of the Exchange Securities to be made under the Blue Sky 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 Exchange Offer Registration Statement, promptly commence and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Securities to be offered in exchange for the Offered Securities that are Transfer Restricted Securities and (ii) to permit resales of Exchange Transfer Restricted Securities held by Broker-Dealers that tendered into the Exchange Offer Offered Securities that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Offered Securities 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 efforts to cause the Exchange Offer Registration Statement to be effective continuously, continuously (except as permitted herein) 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 the Exchange Offer commences. The Company shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Securities (including, for the avoidance of doubt, the Guarantees and any exchange securities for the Initial Notes and related guarantees, or other securities of the same class or series as the Securities) shall be included in the Exchange Offer Registration Statement. The Company shall use all its 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 20 Business Days thereafter, or longer, if required by federal securities laws (after the last day of such period being the “Consummation Deadline”)Effectiveness Target 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 Offered 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 policy or regulationsapplicable law after the date of this Agreement. Because such Broker-Dealer may be deemed to be an “underwriter” within the meaning Each of the Act Company and must, therefore, deliver a prospectus meeting the requirements of the Act in connection with Guarantors shall use its initial sale of any Exchange Securities received by such Broker-Dealer in the Exchange Offer, the Company 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 Securities by Broker-Dealers, the Company agrees 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 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 in conformity to 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 beginning upon the Consummation of 270 the Exchange Offer and ending on the earlier of (i) 180 days from the Consummation Deadline date on which the Exchange Offer Registration Statement is declared effective and (ii) the date on which a Broker-Dealer is no longer required to deliver a prospectus in connection with market-making or other trading activities (such shorter period, the “Broker-Dealer Resale Period”); provided that the Company may, during the Broker-Dealer Resale Period, for a period as will terminate when all of up to 60 days in any three-month period, not to exceed 120 days in any calendar year, determine that the Exchange Offer Registration Statement is not usable under certain circumstances relating to corporate developments, public filings with the Commission and similar events, and suspend the use of the prospectus that is part of the Exchange Offer Registration Statement by providing written notice of such suspension (a “Black-Out Notice”) to each Holder of Transfer Restricted Securities covered by such Securities. For the avoidance of doubt, any period during which the use of the prospectus that is part of the Exchange Offer Registration Statement have has been sold suspended pursuant theretoto the immediately preceding proviso shall not be counted for the purposes of determining the expiration of the Broker-Dealer Resale Period. The Company 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 rule, regulation or 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) 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 120 465 days from after the date hereof Closing Date (or if such 465th day 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 at the earliest possible time, but in no event later than 210 555 days from after the date hereof Closing Date (or if such 555th day is not a Business Day, the “Effectiveness Deadline”next succeeding Business Day), (iii) in connection with the foregoing, file (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it such 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 Securities 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 Blue Sky 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 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 Securities to be offered in exchange for the Offered Securities that are Transfer Restricted Securities and (ii) to permit resales of Exchange Initial Securities held by Broker-Dealers that tendered into the Exchange Offer Offered Securities that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Offered Securities 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 efforts to cause the Exchange Offer Registration Statement to be effective continuously, continuously and shall use their reasonable best efforts to 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 (or longer, if required by the federal securities laws) after the date on which notice of the Exchange Offer is mailed to the Holders. The Company shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Securities shall be included in the Exchange Offer Registration Statement. The Company 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 30 555 days after the Closing Date (or if such 555th day is not a Business Days thereafterDay, or longer, if required by federal securities laws (the last day of such period being the “Consummation Deadline”next succeeding Business Day). (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 Offered 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 regulationspolicy after the date of this Agreement. Because such Broker-Dealer may be deemed to be an “underwriter” within the meaning Each of the Act Company and must, therefore, deliver a prospectus meeting the requirements of the Act in connection with Guarantors shall use its initial sale of any Exchange Securities received by such Broker-Dealer in the Exchange Offer, the Company 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 Securities by Broker-Dealers, the Company agrees 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 resales of Initial Securities acquired by Broker-Dealers for their own accounts as a result of market-making activities or other trading activities, and in conformity to 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 270 (i) 180 days from the Consummation Deadline or such shorter period as will terminate when all Transfer Restricted Securities covered by such date on which the Exchange Offer Registration Statement have been sold pursuant theretois declared effective and (ii) the date on which a Broker-Dealer is no longer required to deliver a prospectus in connection with market-making or other trading activities. The Company 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 Company and the Exchange Offer shall not be permitted by applicable law or Commission rule, regulation or policy (after the procedures set forth in Section 6(a)(i) below have been complied with), the Company Guarantors shall (i) cause use their commercially reasonable efforts to file with the Commission the Exchange Offer Registration Statement to be filed with the Commission no later than 120 days from the date hereof (the “Filing Deadline”), (ii) use all commercially reasonable efforts to on an appropriate form and cause such Exchange Offer Registration Statement to become effective no later than 210 days from the date hereof (the “Effectiveness Deadline”)effective, (iiiii) 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 Statement, and (C) cause all necessary filings, if any, in connection with the registration and qualification of the Exchange Securities Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iviii) 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), 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 Securities Notes to be offered in exchange for the Offered Securities Initial Notes that are Transfer Restricted Securities and (ii) resales of Exchange Securities Notes by Broker-Dealers that tendered into the Exchange Offer Offered Securities Initial Notes that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Offered Securities 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 Securities 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 the 360th day following the Closing Date (or if such 360th day is not a Business Days thereafterDay, the next succeeding Business Day (such 360th day, or longer, if such later date required by the federal securities laws (the last day of such period laws, 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 Offered Securities 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 regulationsregulations 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 Securities 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 Securities Notes by Broker-Dealers, the Company agrees 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 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 270 90 days from the Consummation Deadline or such shorter period as will terminate when all Transfer Restricted Securities covered by such Registration Statement have been sold pursuant thereto. 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 rule, regulation or 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 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 120 90 days from after the date hereof (Closing Date, a Registration Statement under the “Filing Deadline”)Securities Act relating to the Exchange Notes and the Exchange Offer, (ii) use all commercially their reasonable best efforts to cause such Exchange Offer Registration Statement to become be declared effective no later than 210 on or prior to 180 days from after the date hereof (the “Effectiveness Deadline”)Closing Date, (iii) in connection with the foregoing, file (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it such 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 Securities Act and (C) cause all necessary filings, if any, filings in connection with the registration and qualification of the Exchange Securities Notes to be made under the Blue Sky blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, 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 Securities Notes to be offered in exchange for the Offered Securities that are Transfer Restricted Securities and (ii) to permit resales of Exchange Securities Notes held by Broker-Dealers that tendered into the Exchange Offer Offered Securities that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Offered Securities 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 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 U.S. 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 Subsidiary Guarantors shall cause the Exchange Offer to comply with all applicable U.S. federal and state securities laws. No securities other than the Exchange Securities Notes and the Guarantees shall be included in the Exchange Offer Registration Statement. The Company and the Subsidiary Guarantors shall use all commercially their reasonable best efforts to cause the Exchange Offer to be Consummated 30 business days after the date on the earliest practicable date after which the Exchange Offer Registration Statement has become effective, but in no event later than 30 Business Days thereafter, or longer, if required was declared effective by federal securities laws (the last day of such period being the “Consummation Deadline”)Commission. (c) The Company and the Subsidiary Guarantors shall include indicate in a “"Plan of Distribution” " section in of 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 Offered 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 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 regulationsCommission. Because such Broker-Dealer may be deemed to be an “underwriter” within The Company and 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 Securities received by such Broker-Dealer in the Exchange Offer, the Company Subsidiary 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 Securities by Broker-Dealers, the Company agrees to 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 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 in conformity to 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 270 at least 90 days from after the Consummation Deadline or such shorter period as will terminate when all Transfer Restricted Securities covered by such Registration Statement have been sold pursuant theretoof the Exchange Offer. The Company and the Subsidiary 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 period90-day 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 rule, regulation or policy (after the procedures set forth in Section 6(a)(i) below have been complied with)policy, the Company Issuers shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission no later on or prior to 270 days after the Closing Date, a Registration Statement under the Securities Act relating to the Exchange Securities (other than 120 days Transfer Restricted Securities acquired by any Broker-Dealer directly from the date hereof (Issuers) and the “Filing Deadline”)Exchange Offer, (ii) use all commercially reasonable efforts to cause such Exchange Offer Registration Statement to become be declared effective no later than 210 by the Commission on or prior to 360 days from after the date hereof (the “Effectiveness 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 Securities to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange OfferClosing Date, and (iviii) upon the effectiveness of such Exchange Offer Registration Statement, promptly commence and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Securities to be offered in exchange for the Offered Transfer Restricted Securities (other than Transfer Restricted Securities acquired by any Broker-Dealer directly from the Issuers) and to permit resales of Initial Securities held by Broker-Dealers as contemplated by Section 3(c) hereof. (b) The Issuers shall use commercially reasonable efforts to cause the Exchange Offer to be Consummated no later than 40 Business Days after the Exchange Offer Registration Statement has become effective. (c) The Issuers shall indicate in a “Plan of Distribution” section contained in the Prospectus forming a part of the Exchange Offer Registration Statement that any Broker-Dealer who holds Initial Securities that are Transfer Restricted Securities and (ii) resales of Exchange Securities by Broker-Dealers that tendered into the Exchange Offer Offered Securities that such Broker-Dealer were acquired for its own account as a result of market-making activities or other trading activities (other than Offered Transfer Restricted Securities acquired directly from the Company or any of its AffiliatesIssuers) as contemplated by Section 3(c) below. (b) The Company shall use all commercially reasonable efforts may exchange such Initial Securities pursuant 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 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 no event shall such period be less than 20 Business Days. The Company shall cause the Exchange Offer to comply connection with all applicable federal and state securities laws. No securities other than any resales of the Exchange Securities shall be included received by such Broker-Dealer in the Exchange Offer Registration Statement. The Company shall use all commercially reasonable efforts to cause Offer, which prospectus delivery requirement may be satisfied by 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 delivery by federal securities laws (the last day such Broker-Dealer of such period 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 Offered Securities acquired directly from the Company or any Affiliate of the Company) may exchange such Transfer Restricted Securities pursuant to the Exchange OfferStatement. 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 regulationsCommission. 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 Securities received by such Broker-Dealer in the Exchange Offer, the Company 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 Securities by Broker-Dealers, the Company agrees 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 and in conformity with to the requirements extent necessary to ensure that it is available for resales of this Agreement, the Act and the policies, rules and regulations Initial Securities acquired by Broker-Dealers for their own accounts as a result of the Commission as announced from time to time, market-making activities or other trading activities for a period ending on the earlier of 270 (i) 180 days from after the Consummation Deadline of the Exchange Offer and (ii) the date on which a Broker-Dealer is no longer required to deliver a prospectus in connection with market-making or such shorter period as will terminate when all Transfer Restricted Securities covered by such Registration Statement have been sold pursuant theretoother trading activities. The Company Issuers shall promptly 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, Dealers as may be reasonably requested 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 rule, regulation or policy (after the procedures set forth in Section 6(a)(i) below hereof have been complied with), or there are no Transfer Restricted Securities outstanding, each of the Company and the Guarantors shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission no later than 120 within 380 days from after the date hereof Closing Date (or if such 380th day 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 its commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective as promptly as practicable, but in no event later than 210 days from 20 Business Days before the date hereof 400th day after the Closing Date (the “Effectiveness DeadlineTarget Date”), (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 such 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 Securities Act and (C) cause all necessary filings, if any, filings in connection with the registration and qualification of the Exchange Securities to be made under the Blue Sky 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 Exchange Offer Registration Statement, promptly commence and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Securities to be offered in exchange for the Offered Securities that are Transfer Restricted Securities and (ii) to permit resales of Exchange Transfer Restricted Securities held by Broker-Dealers that tendered into the Exchange Offer Offered Securities that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Offered Securities 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 efforts to cause the Exchange Offer Registration Statement to be effective continuously, continuously (except as permitted herein) 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 the Exchange Offer commences. The Company shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Securities shall be included in the Exchange Offer Registration Statement. The Company shall use all its 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 20 Business Days thereafter, or longer, if required by federal securities laws (after the last day of such period being the “Consummation Deadline”)Effectiveness Target 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 Offered 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 policy or regulationsapplicable law after the date of this Agreement. Because such Broker-Dealer may be deemed to be an “underwriter” within the meaning Each of the Act Company and must, therefore, deliver a prospectus meeting the requirements of the Act in connection with Guarantors shall use its initial sale of any Exchange Securities received by such Broker-Dealer in the Exchange Offer, the Company 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 Securities by Broker-Dealers, the Company agrees 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 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 in conformity to 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 beginning upon the Consummation of 270 the Exchange Offer and ending on the earlier of (i) 180 days from the Consummation Deadline date on which the Exchange Offer Registration Statement is declared effective and (ii) the date on which a Broker-Dealer is no longer required to deliver a prospectus in connection with market-making or other trading activities (such shorter period, the “Broker-Dealer Resale Period”); provided that the Company may, during the Broker-Dealer Resale Period, for a period as will terminate when all of up to 60 days in any three-month period, not to exceed 120 days in any calendar year, determine that the Exchange Offer Registration Statement is not usable under certain circumstances relating to corporate developments, public filings with the Commission and similar events, and suspend the use of the prospectus that is part of the Exchange Offer Registration Statement by providing written notice of such suspension (a “Black-Out Notice”) to each Holder of Transfer Restricted Securities covered by such Securities. For the avoidance of doubt, any period during which the use of the prospectus that is part of the Exchange Offer Registration Statement have has been sold suspended pursuant theretoto the immediately preceding proviso shall not be counted for the purposes of determining the expiration of the Broker-Dealer Resale Period. The Company 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 rule, regulation or policy (after so long as the procedures set forth in Section 6(a)(i6(a) below are being or have been complied with), Cinemark and the Company Guarantors shall (i) use their commercially reasonable best efforts to cause to be filed with the Commission, not later than 90 days after the Closing Date, the Exchange Offer Registration Statement under the Act relating to be filed with the Commission no later than 120 days from Exchange Notes and the date hereof (the “Filing Deadline”)Exchange Offer, (ii) use all their commercially reasonable best efforts to cause such Exchange Offer Registration Statement to become be declared effective no by the Commission at the earliest practicable time, but not later than 210 180 days from after the date hereof (the “Effectiveness Deadline”)Closing Date, (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 such Exchange Offer Registration Statement to become effective, (B) file, if applicable, file 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, filings in connection with the registration and qualification of the Exchange Securities 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 use their commercially reasonable best efforts to Consummate the Exchange Offer. The Exchange Offer shall be on the an appropriate form permitting (i) registration of the Exchange Securities Notes to be offered in exchange for the Offered Securities that are Transfer Restricted Applicable Securities and (ii) to permit resales of Exchange Securities held by Broker-Dealers that tendered into the Exchange Offer Offered Securities that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Offered Securities 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 Notes thereunder or the sale of Applicable 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 shall remain in effect. (b) The Company Cinemark and the Guarantors shall use all their commercially 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 Cinemark and the Guarantors shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Securities shall be included in the Exchange Offer Registration Statement. The Company Unless the Exchange Offer shall not be permissible under applicable law or Commission policy, Cinemark and the Guarantors shall use all their 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 not later than 30 Business Days days thereafter, or longer, if required by federal securities laws (the last day of such period being the “Consummation Deadline”). (c) The Company Cinemark shall include indicate in a “Plan of Distribution” section contained in the Prospectus contained included in the Exchange Offer Registration Statement and indicate therein that any Broker-Dealer who holds Transfer Restricted Notes that are Applicable 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 Offered Applicable 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, 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. 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 Securities received by such Broker-Dealer in the Exchange Offer, the Company 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 Securities by Broker-Dealers, the Company 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 6(a) and (c) hereof 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 270 days from the Consummation Deadline or such shorter period as will terminate when all Transfer Restricted Securities covered by such Registration Statement have been sold pursuant thereto. The Company 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.acquired

Registered Exchange Offer. (a) Unless If the restrictive legend on the Initial Securities has not been removed (other than with respect to Persons that are Affiliates of the Company) and the Initial Securities are not freely tradeable pursuant to Rule 144 under the Securities Act (by Persons other than Affiliates of the Issuers) as of the 366th day after the Closing Date, each of the Issuers and the Guarantors shall, at their cost, (i) cause to be filed with the Commission, a Registration Statement under the Securities Act relating to the Exchange Securities (other than Transfer Restricted Securities acquired by any Broker-Dealer directly from the Issuers) and the Exchange Offer shall not be permitted by applicable law or Commission rule, regulation or policy (after the procedures set forth in Section 6(a)(i) below have been complied with“Exchange Offer Registration Statement”), (ii) use their reasonable best efforts (which shall include the Company shall (ifiling of all necessary amendments to such Registration Statement) to cause the Exchange Offer Registration Statement to be filed with declared effective by the Commission no later than 120 days from the date hereof (the “Filing Deadline”), (ii) use all commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective no later than 210 days from the date hereof (the “Effectiveness Deadline”), and (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 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 the Exchange Offer Registration Statement, promptly commence and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Securities to be offered in exchange for the Offered Securities that are Transfer Restricted Securities (other than Transfer Restricted Securities acquired by any Broker-Dealer directly from the Issuers) and (ii) to permit resales of Exchange Initial Securities held by Broker-Dealers that tendered into the Exchange Offer Offered Securities that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Offered Securities acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) belowhereof; provided, however, that if prior to the time that the Exchange Offer is Consummated the Initial Securities become freely tradeable pursuant to Rule 144 under the Securities Act (by Persons other than Affiliates of the Issuers), then the obligations of the Issuers and the Guarantors under this Section 3(a) shall cease and be of no further force and effect. (b) The Company If the Issuers and the Guarantors are required to commence the Exchange Offer pursuant to Section 3(a) above, the 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 20 Business Days (or longer if required under applicable federal and state securities laws to Consummate law) after the date that notice of the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business DaysOffer is mailed to Holders. The Company Issuers shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Securities shall be included in the Exchange Offer Registration Statement. The Company 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 federal securities laws (the last day of such period being the “Consummation Deadline”). (c) The Company If the Issuers and the Guarantors are required to commence the Exchange Offer pursuant to Section 3(a) above, the 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 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 Offered 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; 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. 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 Securities received by such Broker-Dealer in the Exchange Offer, the Company 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 Securities by Broker-Dealers, the Company 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 6(a) and (c) hereof 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 270 days from the Consummation Deadline or such shorter period as will terminate when all Transfer Restricted Securities covered by such Registration Statement have been sold pursuant thereto. The Company 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 periodCommission.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by applicable federal law or Commission rule, regulation or policy (after the procedures set forth in Section 6(a)(i) below have been complied with), the Company and the Guarantors shall (i) use all commercially reasonable efforts to cause the Exchange Offer Registration Statement to be filed with the Commission no later than 120 90 days from after the date hereof (Closing Date, the “Filing Deadline”)Exchange Offer Registration Statement, (ii) use all commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective no later than 210 180 days from after the date hereof (the “Effectiveness Deadline”)Closing Date, (iii) in connection with the foregoing, use all commercially reasonable efforts to (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be reasonably necessary in order to cause it 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 filingsfilings which to the knowledge of the Company and the Guarantors are reasonably necessary, if any, in connection with the registration and qualification of the Exchange Securities 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 all commercially reasonable efforts to commence and Consummate the Exchange OfferOffer within 30 Business Days of such effectiveness. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Securities Series B Notes to be offered in exchange for the Offered Securities Series A Notes that are Transfer Restricted Securities and (ii) resales to permit sales of Exchange Broker-Dealer Transfer Restricted Securities by Restricted Broker-Dealers that tendered into the Exchange Offer Offered Securities that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Offered Securities 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 Securities 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 or prior to 30 Business 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 federal securities laws (the last day of such period 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 Offered 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. 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 Securities each Series B Note received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the Company 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 Securities by Broker-Dealers, this Agreement. The Company and the Company agrees to Guarantors shall 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 (c6(c) hereof below to the extent necessary to ensure that it is available for sales of Broker-Dealer Transfer Restricted Securities by Restricted Broker-Dealers, and in conformity to 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 270 180 days from the Consummation Deadline or such shorter period as will terminate when all Transfer Restricted Securities covered by such Registration Statement have been sold pursuant theretodate on which the Exchange Offer is Consummated. 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 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 rule, regulation or policy (after so long as the procedures set forth in Section 6(a)(i6(a) below are being or have been complied with), Cinemark and the Company Guarantors shall (i) use their commercially reasonable best efforts to cause to be filed with the Commission, not later than 120 days after the Closing Date, the Exchange Offer Registration Statement under the Act relating to be filed with the Commission no later than 120 days from Exchange Notes and the date hereof (the “Filing Deadline”)Exchange Offer, (ii) use all their commercially reasonable best efforts to cause such Exchange Offer Registration Statement to become be declared effective no by the Commission at the earliest practicable time, but not later than 210 days from after the date hereof (the “Effectiveness Deadline”)Closing Date, (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 such Exchange Offer Registration Statement to become effective, (B) file, if applicable, file 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, filings in connection with the registration and qualification of the Exchange Securities 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 use their commercially reasonable best efforts to Consummate the Exchange Offer. The Exchange Offer shall be on the an appropriate form permitting (i) registration of the Exchange Securities Notes to be offered in exchange for the Offered Securities that are Transfer Restricted Applicable Securities and (ii) to permit resales of Exchange Securities held by Broker-Dealers that tendered into the Exchange Offer Offered Securities that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Offered Securities 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 Notes thereunder or the sale of Applicable 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 shall remain in effect. (b) The Company Cinemark and the Guarantors shall use all their commercially 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 Cinemark and the Guarantors shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Securities shall be included in the Exchange Offer Registration Statement. The Company Unless the Exchange Offer shall not be permissible under applicable law or Commission policy, Cinemark and the Guarantors shall use all their 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 not later than 30 Business Days days thereafter, or longer, if required by federal securities laws (the last day of such period being the “Consummation Deadline”). (c) The Company Cinemark shall include indicate in a “Plan of Distribution” section contained in the Prospectus contained included in the Exchange Offer Registration Statement and indicate therein that any Broker-Dealer who holds Transfer Restricted Notes that are Applicable 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 Offered Applicable 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, 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. 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 Securities received by such Broker-Dealer in the Exchange Offer, the Company 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 Securities by Broker-Dealers, the Company 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 6(a) and (c) hereof 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 270 days from the Consummation Deadline or such shorter period as will terminate when all Transfer Restricted Securities covered by such Registration Statement have been sold pursuant thereto. The Company 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.acquired

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by permissible under applicable law or Commission rule, regulation or 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, each of 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 120 180 days from after the date hereof Closing Date (or if such 180th day 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 at the earliest possible time, but in no event later than 210 240 days from after the date hereof Closing Date (or if such 240th day is not a Business Day, the “Effectiveness Deadline”next succeeding Business Day), (iii) in connection with the foregoing, file (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it such 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 Securities 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 Blue Sky 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 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 Securities to be offered in exchange for the Offered Securities that are Transfer Restricted Securities and (ii) to permit resales of Exchange Initial Securities held by Broker-Dealers that tendered into the Exchange Offer Offered Securities that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Offered Securities 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 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 shall cause Days after the date on which notice of the Exchange Offer is mailed to comply with all applicable federal and state securities laws. No securities other than the Exchange Securities shall be included in the Exchange Offer Registration Statement. The Company 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 federal securities laws (the last day of such period 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 Offered 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, 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. 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 Securities received by such Broker-Dealer in the Exchange Offer, the Company 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 Securities by Broker-Dealers, the Company 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 6(a) and (c) hereof 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 270 days from the Consummation Deadline or such shorter period as will terminate when all Transfer Restricted Securities covered by such Registration Statement have been sold pursuant thereto. The Company 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.the

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by permissible under applicable law or Commission rule, regulation or policy (after so long as the procedures set forth in Section 6(a)(i6(a) below are being or have been complied with), Cinemark and the Company Guarantors shall (i) use their commercially reasonable best efforts to cause to be filed with the Commission, not later than 30 days after the Closing Date, the Exchange Offer Registration Statement under the Act relating to be filed with the Commission no later than 120 days from Exchange Notes and the date hereof (the “Filing Deadline”)Exchange Offer, (ii) use all their commercially reasonable best efforts to cause such Exchange Offer Registration Statement to become be declared effective no by the Commission at the earliest practicable time, but not later than 210 90 days from after the date hereof (the “Effectiveness Deadline”)Closing Date, (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 such Exchange Offer Registration Statement to become effective, (B) file, if applicable, file 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, filings in connection with the registration and qualification of the Exchange Securities 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 use their commercially reasonable best efforts to Consummate the Exchange Offer. The Exchange Offer shall be on the an appropriate form permitting (i) registration of the Exchange Securities Notes to be offered in exchange for the Offered Securities that are Transfer Restricted Applicable Securities and (ii) to permit resales of Exchange Securities held by Broker-Dealers that tendered into the Exchange Offer Offered Securities that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Offered Securities 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 Notes thereunder or the sale of Applicable 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 shall remain in effect. (b) The Company Cinemark and the Guarantors shall use all their commercially 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 Cinemark and the Guarantors shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Securities shall be included in the Exchange Offer Registration Statement. The Company Unless the Exchange Offer shall not be permissible under applicable law or Commission policy, Cinemark and the Guarantors shall use all their 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 not later than 30 Business Days days thereafter, or longer, if required by federal securities laws (the last day of such period being the “Consummation Deadline”). (c) The Company Cinemark shall include indicate in a “Plan of Distribution” section contained in the Prospectus contained included in the Exchange Offer Registration Statement and indicate therein that any Broker-Dealer who holds Transfer Restricted Notes that are Applicable 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 Offered Applicable 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, 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. 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 Securities received by such Broker-Dealer in the Exchange Offer, the Company 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 Securities by Broker-Dealers, the Company 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 6(a) and (c) hereof 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 270 days from the Consummation Deadline or such shorter period as will terminate when all Transfer Restricted Securities covered by such Registration Statement have been sold pursuant thereto. The Company 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.acquired

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by permissible under applicable law or Commission rule, regulation or 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 120 90 days from after the date hereof (the “Filing Deadline”)Closing Date, (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 210 days from after the Closing Date (as such date hereof (relates to the Exchange Offer Registration Statement, the “Effectiveness DeadlineTarget Date”), (iii) in connection with the foregoing, file (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it such 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 Securities Act and (C) cause all necessary filings, if any, filings in connection with the registration and qualification of the Exchange Securities to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) 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 Securities and the related guarantees to be offered in exchange for the Offered Securities that are Transfer Restricted Securities and (ii) to permit resales of Exchange Securities held by Broker-Dealers that tendered into the Exchange Offer Offered Securities that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Offered Securities 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 Securities 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 federal securities laws (business days after the last day of such period being Effectiveness Target Date with respect to the “Consummation Deadline”)Exchange Offer Registration Statement. (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 Offered 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 (a “Participating Broker-Dealer”) 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 regulationspolicy after the date of this Agreement. Because such Broker-Dealer may be deemed to be an “underwriter” within The Company and 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 Securities received by such Broker-Dealer in the Exchange Offer, the Company 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 Securities by Broker-Dealers, the Company agrees to 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 and (c) hereof related guarantees acquired by Broker-Dealers for their own accounts as a result of market-making activities or other trading activities, and in conformity to 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 270 (i) 180 days from the Consummation Deadline date on which the Exchange Offer Registration Statement is declared effective and (ii) the date on which a Broker-Dealer is no longer required to deliver a prospectus in connection with market-making or such shorter period as will terminate when other trading activities and (iii) the date on which all Transfer Restricted resales of Exchange Securities covered by such Exchange Offer Registration Statement have been sold pursuant theretomade. 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 rule, regulation or policy (after the procedures set forth in Section 6(a)(i) below have been complied with), the Company 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 from the date hereof (the “applicable Filing Deadline”), Deadline and (ii) use all commercially its reasonable best efforts to cause such Exchange Offer Registration Statement to become effective no later than 210 days from on or before the date hereof (the “applicable Effectiveness 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 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 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 Securities Series B Notes to be offered in exchange for the Offered Securities Series A Notes that are Transfer Restricted Securities and (ii) resales of Exchange Securities Series B Notes by Broker-Dealers that tendered into the Exchange Offer Offered Securities Notes that such Broker-Dealer acquired for its own account as a result of market-market making activities or other trading activities (other than Offered Securities Series A Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) below. (b) The Company shall use all commercially its 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 shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Securities Series B Notes shall be included in the Exchange Offer Registration Statement. The Company 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 days thereafter (such 30th day being the "Consummation Deadline"). The Company shall use its reasonable best efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the Prospectus contained therein in order to permit such Prospectus to be lawfully delivered by federal securities laws (all persons subject to the last day prospectus delivery requirements of the Securities Act for such period being of time as is necessary to comply with applicable law in connection with any resale of the “Consummation Deadline”)Series B Notes; provided, however, that such period shall not exceed 180 days after the consummation of the Exchange Offer. (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 Offered Securities Series A 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. Because such Broker-Dealer may be deemed to be an “underwriter” within regulations after 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 Securities received by such Broker-Dealer in the Exchange Offer, the Company 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 Securities by Broker-Dealers, the Company 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 6(a) and (c) hereof and in conformity with the requirements date of this Agreement. See the Shearman & Sterling no-action letter (available July 2, the Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of 270 days from the Consummation Deadline or such shorter period as will terminate when all Transfer Restricted Securities covered by such Registration Statement have been sold pursuant thereto. The Company 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 period1993).

Registered Exchange Offer. (a) Unless To the Exchange Offer shall extent not be permitted prohibited by any applicable law or Commission rule, regulation or policy (after the procedures set forth in Section 6(a)(i) below have been complied with)policy, the Company and the Guarantors shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission no later than 120 days from the 180th day after the initial issuance of the Initial Notes (such date hereof (being the “Filing Deadline”), (ii) use all commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective no later than 210 270 days from after the date hereof Filing Deadline (such 270th day being the “Effectiveness Deadline”), (iii) in connection with the foregoing, use all commercially reasonable efforts to (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 Statement, and (C) cause all necessary filings, if any, in connection with the registration and qualification of the Exchange Securities 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 neither the Company nor any Guarantor shall be required to take any action that would subject them to general service of process or taxation in any jurisdiction where they are not already subject, and (iv) 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), upon the effectiveness of such Exchange Offer Registration Statement, commence and use all commercially reasonable efforts to Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Securities Notes to be offered in exchange for the Offered Securities Initial Notes that are Transfer Restricted Securities and (ii) resales of Exchange Securities Notes by Broker-Dealers that tendered into the Exchange Offer Offered Securities Initial Notes that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Offered Securities Initial Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) below. (b) The To the extent not prohibited by any applicable law or Commission policy, 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 Securities 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 laws, after the date on which the Exchange Offer Registration Statement has become effective (such 30th day, or such later date required by the last day of such period federal securities laws, 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 Offered Securities 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 regulationsregulations after the date of this Agreement. 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 Securities 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-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 Securities Notes by Broker-Dealers, the Company agrees 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 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 270 180 days from the Consummation Deadline or such shorter period as will terminate when all Transfer Restricted Securities covered by such Registration Statement have been sold pursuant thereto. 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 five 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 rule, regulation or 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 promptly as practicable after the Closing Date, but in no event later than 120 90 days from after the date hereof Closing Date, a Registration Statement under the Act relating to the Series B Notes (including the “Filing Deadline”)Subsidiary Guarantees) and the Exchange Offer, (ii) use all commercially reasonable efforts to cause such Exchange Offer Registration Statement to become be declared effective by the Commission as promptly as practicable, but in no event later than 210 180 days from after the date hereof Closing Date (which 180-day period shall be extended for a number of days equal to the “Effectiveness Deadline”number of business days, if any, the Commission is officially closed during such period), (iii) in connection with the foregoing, file (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it such 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, filings in connection with the registration and qualification of the Exchange Securities Series B Notes (including the Subsidiary Guarantees) to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, 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 Securities Series B Notes (including the Subsidiary Guarantees) to be offered in exchange for the Offered Securities that are Transfer Restricted Securities and (ii) to permit resales of Exchange Securities Notes held by Broker-Dealers that tendered into the Exchange Offer Offered Securities that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Offered Securities 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 Securities Notes (including the Subsidiary 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 business days thereafter, or longer, if required by federal securities laws (the last day of such period 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 Broker-Dealer who holds owns 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 Offered 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; 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 the Series B 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 regulationsCommission. Because such Broker-Dealer may be deemed to be an “underwriter” within The Company and 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 Securities received by such Broker-Dealer in the Exchange Offer, the Company 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 Securities by Broker-Dealers, the Company agrees 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(aSection 6(d) 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 in conformity to 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 270 180 days from the Consummation Deadline date on which the Exchange Offer Registration Statement is declared effective or such shorter period as that will terminate when all Transfer Restricted Securities Notes covered by such the Exchange Offer Registration Statement have been sold pursuant theretoexchanged in the Exchange Offer. 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 law or Commission rule, regulation or policy (after the procedures set forth in Section 6(a)(i) below have been complied with), the Company shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission no later than 120 days from the date hereof May 16, 2012 (the “Filing Deadline”), (ii) use all commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective no later than 210 days from the date hereof August 14, 2012 (the “Effectiveness 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 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 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 Securities to be offered in exchange for the Offered Securities that are Transfer Restricted Securities and (ii) resales of Exchange Securities by Broker-Dealers that tendered into the Exchange Offer Offered Securities that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Offered Securities acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) below. (b) The Company 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 shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Securities shall be included in the Exchange Offer Registration Statement. The Company 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 federal securities laws (the last day of such period 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 Offered 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, 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. 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 Securities received by such Broker-Dealer in the Exchange Offer, the Company 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 Securities by Broker-Dealers, the Company 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 6(a) and (c) hereof 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 270 days from the Consummation Deadline or such shorter period as will terminate when all Transfer Restricted Securities covered by such Registration Statement have been sold pursuant thereto. The Company 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 rule, regulation or 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) cause the Exchange Offer Registration Statement to be filed with the Commission as soon as reasonably practicable after the Closing Date, but in no event later than 120 180 days from after the date hereof Closing Date (or if such 180th day 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 its commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective at the earliest possible time, but in no event later than 210 270 days from after the date hereof Closing Date (or if such 270th day is not a Business Day, the next succeeding Business Day) (the “Effectiveness DeadlineTarget Date”), (iii) in connection with the foregoing, file (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it such 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 Securities Act and (C) cause all necessary filings, if any, filings in connection with the registration and qualification of the Exchange Securities to be made under the Blue Sky 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 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 Securities to be offered in exchange for the Offered Securities that are Transfer Restricted Securities and (ii) to permit resales of Exchange Initial Securities held by Broker-Dealers that tendered into the Exchange Offer Offered Securities that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Offered Securities 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 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 shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Securities shall be included in the Exchange Offer Registration Statement. The Company 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 federal securities laws (after the last day of such period being the “Consummation Deadline”)Effectiveness Target 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 Offered 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 regulationspolicy after the date of this Agreement. Because such Broker-Dealer may be deemed to be an “underwriter” within the meaning Each of the Act Company and must, therefore, deliver a prospectus meeting the requirements of the Act in connection with Guarantors shall use its initial sale of any Exchange Securities received by such Broker-Dealer in the Exchange Offer, the Company 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 Securities by Broker-Dealers, the Company agrees 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 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 in conformity to 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 270 (i) 180 days from the Consummation Deadline or such shorter period as will terminate when all Transfer Restricted Securities covered by such date on which the Exchange Offer Registration Statement have been sold pursuant theretois declared effective and (ii) the date on which a Broker-Dealer is no longer required by applicable law to deliver a prospectus in connection with market-making or other trading activities. The Company 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 rule, regulation or 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 Issuer 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 120 180 days from after the date hereof Closing Date (or if such 180th day 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 be declared effective no later than 210 days from at the date hereof (the “Effectiveness Deadline”)earliest possible time, (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 such Registration Statement to become effective, (B) file, if applicable, file a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) use its reasonable best efforts to cause all necessary filings, if any, filings in connection with the registration and qualification of the Exchange Securities to be made under the Blue Sky state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer; provided, however, that neither the Issuer nor the Guarantors shall be required to (x) qualify as a foreign corporation or as a dealer in securities in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(a) or (y) take any action which would subject it to general service of process or taxation in any such jurisdiction where it is not then so subject and (iv) upon as promptly as practicable after the effectiveness of such Exchange Offer Registration Statement, commence the Exchange Offer. The Issuer and each of the Guarantors shall use their reasonable best efforts to Consummate the Exchange OfferOffer not later than 270 days following the Closing Date (or if such 270th day is not a Business Day, the next succeeding Business Day) (the “Exchange Date”). The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Securities to be offered in exchange for the Offered Securities that are Transfer Restricted Securities and (ii) to permit resales of Exchange Transfer Restricted Securities held by Broker-Dealers that tendered into the Exchange Offer Offered Securities that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Offered Securities 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 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; provided, further, that such period shall be extended by the number of days in any Suspension Period. The Company Issuer shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Securities shall be included in the Exchange Offer Registration Statement. The Company Issuer shall use all commercially reasonable its best 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 federal securities laws (the last day of such period being the “Consummation Deadline”)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 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 Offered 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 regulationspolicy after the date of this Agreement. Because such Broker-Dealer may be deemed to be an “underwriter” within The Issuer and 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 Securities received by such Broker-Dealer in the Exchange Offer, the Company 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 Securities by Broker-Dealers, the Company agrees to 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(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 in conformity to 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 270 (i) 180 days from the Consummation Deadline or such shorter period as will terminate when all Transfer Restricted Securities covered by such date on which the Exchange Offer Registration Statement have been sold pursuant theretois declared effective and (ii) the date on which a Broker-Dealer is no longer required to deliver a prospectus in connection with market-making or other trading activities. The Company 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 permissible under applicable law or Commission rule, regulation or policy (after the procedures set forth in Section 6(a)(i) below hereof have been complied with), or there are no Transfer Restricted Securities outstanding, the Company shall and the Guarantors shall, as soon as practicable after the Closing Date, (i) cause the Exchange Offer Registration Statement to be filed with the Commission no later than 120 days from the date hereof (the “Filing Deadline”)Commission, (ii) use all commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective no later than 210 days from the date hereof (the “Effectiveness Deadline”)effective, (iii) in connection with the foregoing, use commercially reasonable efforts to (A) file all pre-effective preeffective 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 Securities 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 Blue Sky state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, provided, however, that neither the Company nor any Guarantor shall be required to take any action that would subject them to general service of process or taxation in any jurisdiction where they are not already subject, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and Consummate the Exchange Offer. Each of the Company and the Guarantors shall use commercially reasonable efforts to Consummate the Exchange Offer as soon as practicable after the Closing Date, but in any event not later than 180 days following the Closing Date (such 180th day being the “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 Securities to be offered in exchange for the Offered Securities that are Transfer Restricted Securities and (ii) to permit resales of Exchange Initial Securities held by Broker-Dealers that tendered into the Exchange Offer Offered Securities that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Offered Securities 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, 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 shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Securities shall be included in the Exchange Offer Registration Statement. The Company 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 federal securities laws (the last day of such period being the “Consummation 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 its own account of such Broker-Dealer as a result of market-making activities or other trading activities (other than Offered Initial 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 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 regulationspolicy after the date of this Agreement. 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 resales of any Exchange Securities received by such Broker-Dealer in the Exchange Offer, the Company 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 Company and the extent necessary to ensure that the Prospectus contained in the Exchange Offer Registration Statement is available for sales of Exchange Securities by Broker-Dealers, the Company agrees to Guarantors shall 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 ensure that it is available for resales of Transfer Restricted Securities acquired by Broker-Dealers for their own accounts as a result of marketmaking activities or other trading activities, and in conformity to 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 270 (i) 180 days from the Consummation Deadline or such shorter period as will terminate when all Transfer Restricted Securities covered by such date on which the Exchange Offer Registration Statement have been sold pursuant theretois declared effective and (ii) the date on which a Broker-Dealer is no longer required to deliver a prospectus in connection with marketmaking or other trading activities. The Upon request, the Company 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 Dealers within five 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 rule, regulation or policy (after the procedures set forth in Section 6(a)(i) below hereof have been complied with), the Company Issuers shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission no later than 120 days from on or prior to the date hereof (120th day after the “Filing Deadline”)Initial Placement, a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer, (ii) use all their commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective no later than 210 days from on or prior to the date hereof (210th day after the “Effectiveness Deadline”)Initial Placement, (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 such Registration Statement to become effective, (B) file, if applicable, file a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) use their commercially reasonable efforts to cause all necessary filings, if any, filings in connection with the registration and qualification of the Exchange Securities to be made under the Blue Sky state securities or blue sky laws of such jurisdictions as are necessary any Holder shall reasonably request in writing by the time the Exchange Offer Registration Statement is declared effective by the Commission, it being agreed that no such registration or qualification will be made unless so requested, to permit Consummation of the Exchange Offer; provided, however, that none of the Issuers or any of the Guarantors shall be required to (x) qualify as a foreign corporation or as a dealer in securities in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(a), or (y) take any action which would subject it to general service of process or taxation in any such jurisdiction where it is not then so subject and (iv) upon as promptly as practicable after 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 Securities to be offered in exchange for the Offered Securities that are Transfer Restricted Securities and (ii) to permit resales of Exchange Initial Securities held by Broker-Dealers that tendered into the Exchange Offer Offered Securities that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Offered Securities acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) belowhereof. The Issuers and the Guarantors shall commence the Exchange Offer by mailing or otherwise furnishing the related Prospectus, appropriate letter of transmittal and other accompanying documents to each Holder of record stating, in addition to such other disclosures as are required by applicable law, substantially the following: (i) that the Exchange Offer is being made pursuant to this Agreement and that all Transfer Restricted Securities validly tendered and not properly withdrawn will be accepted for exchange; (ii) the dates of acceptance for exchange (which shall be a period of at least 20 Business Days from the date such notice is mailed) (the “Exchange Dates”); (iii) that any Transfer Restricted Security not tendered will remain outstanding and continue to accrue interest but will not retain any rights under this Agreement, except as otherwise specified herein; and (iv) that any Holder will be entitled to withdraw its election, not later than the close of business on the last Exchange Date, by effecting such withdrawal in compliance with the applicable procedures of the depositary for the Transfer Restricted Securities. (b) The Company Issuers shall use all their commercially reasonable efforts to cause the Exchange Offer Registration Statement to be continuously 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 Daysdays or 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 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 Securities shall be included in the Exchange Offer Registration Statement. The Company Issuers shall use all their commercially reasonable efforts to cause the Exchange Offer to be Consummated on or prior to the earliest practicable date 255th day after the Exchange Offer Registration Statement has become effective, but in no event later than 30 Business Days thereafter, or longer, if required by federal securities laws (the last day of such period being the “Consummation Deadline”)Initial Placement. (c) The Company Issuers shall include indicate in a “Plan of Distribution” section contained in the Prospectus forming a part of the Exchange Offer Registration Statement that any Participating Broker-Dealer may exchange such Initial Securities pursuant to the Exchange Offer; provided, however, that such Participating Broker-Dealer may be deemed to be an “underwriter” within the meaning of the Securities Act and must, therefore, deliver a prospectus meeting the requirements of the Securities Act in connection with any resales of the Exchange Securities received by such Participating Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the delivery by such Participating Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement and indicate therein that any Statement. Such Participating Broker-Dealer who holds Transfer Restricted must satisfy any other applicable provisions of the Securities Act in connection with such resales and represent that were acquired for it did not purchase such Initial Securities to be exchanged in the account of such Broker-Dealer as a result of market-making activities or other trading activities (other than Offered Securities acquired directly Exchange Offer from the Company or any Affiliate of the Company) may exchange such Transfer Restricted Securities pursuant to the Exchange Offerits affiliates. Such “Plan of Distribution” section shall also contain all other information with respect to such sales resales by such Participating 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 Participating Broker-Dealer or disclose the amount of Transfer Restricted Initial Securities held by any such Participating Broker-Dealer, Dealer except to the extent required by the Commission as a result of a change in policy, rules or regulationspolicy after the date of this Agreement. 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 Securities received by such Broker-Dealer in the Exchange Offer, the Company 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 Securities by Broker-Dealers, the Company agrees to 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(a) and (cSection 6(c) hereof to the extent necessary to ensure that it is available for resales of Initial Securities acquired by Participating Broker-Dealers for their own accounts as a result of market-making activities or other trading activities, and to ensure 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 270 (i) 180 days from the Consummation Deadline or such shorter period as will terminate when all Transfer Restricted Securities covered by such date on which the Exchange Offer Registration Statement is declared effective and (ii) the date on which a Participating Broker-Dealer is no longer required to deliver a prospectus in connection with market-making or other trading activities; provided however, if no Holder indicated it is a Broker-Dealer on the letter of transmittal, then Issuers shall have been sold pursuant theretono duty to keep the Exchange Offer Registration Statement effective after Consummation. The Company shall provide sufficient furnish as soon as practicable as many 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, Dealers as are reasonably requested 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 If, in the reasonable opinion of the Company after consultation with counsel, (i) the Registered Exchange Offer shall not then be permitted by permissible under applicable law and (ii) a Registration Statement (the "Exchange Offer Registration Statement") with respect to the Series F Preferred Stock or Commission ruleClass F Subordinated Debentures, regulation or policy (as applicable, can be filed after the procedures set forth in Section 6(a)(i) below have been complied with)initial sale of Series E Preferred Stock pursuant hereto, the Company shall (ia) cause the Exchange Offer Registration Statement to be filed with the Commission no later than 120 days from after the date hereof (Closing Date a Registration Statement under the “Filing Deadline”)Act relating to the Series F Preferred Stock or Class F Subordinated Debentures, as applicable, (iib) use all commercially its reasonable best efforts to cause such Exchange Offer Registration Statement to become effective no later than 210 days from at the date hereof (the “Effectiveness Deadline”)earliest possible time thereafter, (iiic) in connection with the foregoing, (A1) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it such Exchange Offer Registration Statement to become effective, (B2) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Act Act, and (C3) use its reasonable best efforts to cause all necessary filings, if any, filings in connection with the registration and qualification of the Exchange Securities Series F Preferred Stock or Class F Subordinated Debentures, as applicable, to be made registered under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Registered Exchange Offer, and (ivd) upon the effectiveness of such Exchange Offer Registration Statement, commence and Consummate the Registered Exchange Offer. The Registered Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Securities Series F Preferred Stock or Class F Subordinated Debentures, as applicable, to be offered in exchange for the Offered Securities that are Transfer Restricted Securities and (ii) resales of Exchange Securities by Broker-Dealers that tendered into the Exchange Offer Offered Securities that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Offered Securities acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) belowSecurities. (b) The Company shall use all commercially reasonable efforts to cause the Exchange Offer Registration Statement to be continuously 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 Registered Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days. The Company shall cause the Registered Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Securities Series F Preferred Stock or Class F Subordinated Debentures, as applicable, shall be included in the Registration Statement relating to the Registered Exchange Offer Registration StatementOffer. The Company shall use all commercially its reasonable best efforts to cause the Registered 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 federal securities laws (the last day of such period being the “Consummation Deadline”)Effective 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 Offered 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, 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. 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 Securities received by such Broker-Dealer in the Exchange Offer, the Company 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 Securities by Broker-Dealers, the Company 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 6(a) and (c) hereof 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 270 days from the Consummation Deadline or such shorter period as will terminate when all Transfer Restricted Securities covered by such Registration Statement have been sold pursuant thereto. The Company 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 law or Commission rule, regulation or policy (No later than 365 days after the procedures set forth in Section 6(a)(i) below have been complied with)Closing Date, the Company Issuers and the Guarantor shall (i) use all commercially reasonable efforts to file and cause the Exchange Offer Registration Statement to be filed with declared effective by the Commission no later than 120 days from the date hereof (the “Filing Deadline”)Commission, (ii) use all commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective no later than 210 days from the date hereof (the “Effectiveness 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 Statement, and (C) cause all necessary filings, if any, in connection with the registration and qualification of the Exchange Securities Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iviii) 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), 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 Securities Notes to be offered in exchange for the Offered Securities Initial Notes that are Transfer Restricted Securities and (ii) resales of Exchange Securities Notes by Broker-Dealers that tendered into the Exchange Offer Offered Securities Initial Notes that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Offered Securities Initial Notes acquired directly from the Company Issuers or any of its their Affiliates) as contemplated by Section 3(c) below. (b) The Company Issuers and the Guarantor 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 Issuers and the Guarantor shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Securities Notes shall be included in the Exchange Offer Registration Statement. The Company Issuers and the Guarantor 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 thereafter365 days after the Closing Date (such date, or longer, if required by federal securities laws (the last day of such period 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 that contains the information included in Annex A attached hereto 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 Offered Securities Initial Notes acquired directly from the Company Issuers or any Affiliate of the Company) Issuers), 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 regulationsregulations 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 Securities Notes received by such Broker-Dealer in the Exchange Offer, the Company Issuers and the Guarantor 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 Securities Notes by Broker-Dealers, the Company agrees Issuers and the Guarantor 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 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 270 180 days from the Consummation Deadline or such shorter period as will terminate when all Transfer Restricted Securities covered by such Registration Statement have been sold pursuant thereto. The Company Issuers and the Guarantor 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 has reasonably determined that the Exchange Offer shall not be permitted by permissible under applicable law or Commission rule, regulation or policy (after the procedures set forth in Section 6(a)(i6(a) below hereof have been complied with), the Company shall (i) cause use its reasonable best efforts to file with the Commission on or prior to the earlier of (x) 360 days from the Closing Date (or if such 360th day is not a Business Day, the next succeeding Business Day) and (y) the date on which an exchange offer for the 2017 Exchange Notes similar to the Exchange Offer is consummated, a Registration Statement under the Securities Act relating to be filed with the Commission no later than 120 days from Exchange Notes and the date hereof (the “Filing Deadline”)Exchange Offer, (ii) use all commercially its reasonable best efforts to cause such Exchange Offer Registration Statement to become effective no later than 210 days from on or prior to the date hereof 360th day after the Closing Date (or if such 360th day is not a Business Day, the “Effectiveness Deadline”next succeeding Business Day), (iii) in connection with the foregoing, file (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it such 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 Securities Act and (C) cause all necessary filings, if any, filings in connection with the registration and qualification of the Exchange Securities Notes to be made under the Blue Sky state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer; provided, however, that the Company shall not be required to (x) qualify as a foreign corporation or as a dealer in securities in any jurisdiction where it would not be otherwise required to qualify but for this Section 3(a) or (y) take any action which would subject it to general service of process or taxation in any such jurisdiction where it is not then 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 Securities Notes to be offered in exchange for the Offered Securities that are Transfer Restricted Securities and (ii) to permit resales of Exchange Securities Initial Notes held by Broker-Dealers that tendered into the Exchange Offer Offered Securities that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Offered Securities acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) belowhereof. (b) The Company 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 shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Securities Notes shall be included in the Exchange Offer Registration Statement. The Company 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 federal securities laws (the last day of such period being the “Consummation 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 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 Offered 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, 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. 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 Securities received by such Broker-Dealer in the Exchange Offer, the Company 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 Securities by Broker-Dealers, the Company 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 6(a) and (c) hereof 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 270 days from the Consummation Deadline or such shorter period as will terminate when all Transfer Restricted Securities covered by such Registration Statement have been sold pursuant thereto. The Company 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.Initial Notes

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by permissible under applicable law or Commission rule, regulation or policy (after the procedures set forth in Section 6(a)(i6(a) below have been complied with), the Company Holdings shall (i) cause to be filed under the Securities Act with the Commission as soon as practicable after the Closing Date, but in no event later than 60 days after the Closing Date, an Exchange Offer Registration Statement relating to be filed with the Commission no later than 120 days from Series B Senior Preferred Stock and the date hereof (the “Filing Deadline”)Exchange Offer, (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 210 120 days from after the date hereof (the “Effectiveness Deadline”)Closing Date, (iii) in connection with the foregoing, file (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it 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 Securities Act and (C) cause all necessary filings, if any, filings in connection with the registration and qualification of the Exchange Securities to be made Series B Senior Preferred Stock as are necessary under the Blue Sky laws of such jurisdictions as are necessary in order to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and Consummate use its best efforts to issue on or prior to 150 days after the Closing Date (the "Exchange Offer Effectiveness Date") Series B Senior Preferred Stock in exchange for all Series A Senior Preferred Stock tendered prior thereto in the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Securities Series B Senior Preferred Stock to be offered in exchange for the Offered Securities that are Transfer Restricted Securities and (ii) to permit resales of Exchange Securities held by Broker-Dealers that tendered into the Exchange Offer Offered Securities that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Offered Securities acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) below. (b) The Company Holdings 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 Days. The Company Holdings shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Securities Series B Senior Preferred Stock shall be included in the Exchange Offer Registration Statement. The Company Holdings 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 federal securities laws (the last day of such period being the “Consummation Deadline”). (c) The Company Holdings 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 Preferred Stock 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 Offered Transfer Restricted Securities acquired directly from the Company or any Affiliate of the Company) Holdings), may exchange such Transfer Restricted Securities Series A Senior Preferred Stock 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. Because such Broker-Dealer may be deemed to be an “"underwriter” " within the meaning of the Securities Act and mustand, thereforeconsequently, must deliver a prospectus meeting the requirements of the Securities Act in connection with its initial sale any resales of any Exchange Securities the Series B Senior Preferred Stock received by such Broker-Dealer in the Exchange Offer, the Company 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 Securities by Broker-Dealers, the Company 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 6(a) and (c) hereof 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 270 days from the Consummation Deadline or such shorter period as will terminate when all Transfer Restricted Securities covered by such Registration Statement have been sold pursuant thereto. The Company 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) Unless the Exchange Offer shall not be permitted by permissible under applicable law or Commission rule, regulation or 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 shall (i) use its commercially reasonable efforts to cause the Exchange Offer Registration Statement to be filed with the Commission no later than 120 days from a Registration Statement under the date hereof (Securities Act relating to the “Filing Deadline”), Exchange Securities and the Exchange Offer and (ii) use all commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective no later than 210 days from the date hereof (the “Effectiveness Deadline”)effective, (iii) in connection with the foregoing, file (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it 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 Securities Act and (C) cause all necessary filings, if any, filings in connection with the registration and qualification of the Exchange Securities registered pursuant to such Exchange Offer Registration Statement to be made under the Blue Sky 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 Exchange Offer Registration Statement, commence and Consummate the Exchange Offer. The Company shall use commercially reasonable efforts to Consummate the Exchange Offer not later than 366 days following the Closing Date (or if such 366th day is not a Business Day, the next succeeding Business Day) (the “Exchange Date”); provided, however, that the Company shall not be required to Consummate such Exchange Offer if all of the Securities are Freely Tradable (other than such Securities held by affiliates of the Company) on or before the Exchange Date. The Exchange Offer, if required pursuant to this Section 3(a), shall be on the appropriate form permitting (i) registration of the Exchange Securities to be offered in exchange for the Offered Securities that are Transfer Restricted Securities and (ii) to permit resales of Exchange Transfer Restricted Securities held by Broker-Dealers that tendered into the Exchange Offer Offered Securities that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Offered Securities 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 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 shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Securities shall be included in the Exchange Offer Registration Statement. The Company shall use all commercially reasonable efforts to cause the such Exchange Offer to be Consummated on by the earliest practicable date after Exchange Date; provided, however, that the Company shall not be required to Consummate the Exchange Offer Registration Statement has become effective, but in no event later if all of the Securities are Freely Tradable (other than 30 Business Days thereafter, such Securities held by affiliates of the Company) on or longer, if required by federal securities laws (before the last day of such period 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 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 Offered 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 regulationspolicy after the date of this Agreement. 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 Securities received by such Broker-Dealer in the Exchange Offer, the The Company 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 Securities by Broker-Dealers, the Company agrees to use all its 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 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 in conformity to 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 270 (i) 180 days from the Consummation Deadline or such shorter period as will terminate when all Transfer Restricted Securities covered by such date on which the Exchange Offer Registration Statement have been sold pursuant theretois declared effective and (ii) the date on which a Broker-Dealer is no longer required to deliver a prospectus in connection with market-making or other trading activities. The Company 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 the Exchange Offer Registration Statement and the requirements to Consummate the Exchange Offer shall terminate at such time as all the Securities are Freely Tradable.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by permissible under applicable law or Commission rule, regulation or 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) cause the Exchange Offer Registration Statement to be filed with the Commission no later than 120 days from a Registration Statement under the date hereof (Securities Act relating to the “Filing Deadline”)Exchange Securities and the Exchange Offer, (ii) use all its commercially reasonable efforts to cause such Exchange Offer Registration Statement to become be declared effective no later than 210 days from by the date hereof (Commission under the “Effectiveness Deadline”)Securities Act, (iii) in connection with use its commercially reasonable efforts to cause 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 Securities to be made under Consummated no later than the Blue Sky laws of 300th day after the Closing Date (or if such jurisdictions as are necessary to permit Consummation of 300th day is not a Business Day, the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and Consummate the Exchange Offernext succeeding Business Day). The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Securities to be offered in exchange for the Offered Securities that are Transfer Restricted Securities and (ii) resales of Exchange Securities by Broker-Dealers that tendered into the Exchange Offer Offered Securities that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Offered Securities acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) belowSecurities. (b) The Each of 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 to the Holders. The Company shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Securities shall be included in the Exchange Offer Registration Statement. The Company 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 federal securities laws (the last day of such period being the “Consummation 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 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 Offered 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 regulationspolicy after the date of this Agreement. Because such Broker-Dealer may be deemed to be an “underwriter” within the meaning Each of the Act Company and must, therefore, deliver a prospectus meeting the requirements of the Act in connection with Guarantors shall use its initial sale of any Exchange Securities received by such Broker-Dealer in the Exchange Offer, the Company 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 Securities by Broker-Dealers, the Company agrees 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 ensure that it is available for resales of Exchange Securities received by Broker-Dealers in the Exchange Offer in the circumstances described in the immediately preceding paragraph, and in conformity to 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 270 (i) 180 days from the Consummation Deadline date on which the Exchange Offer is Consummated and (ii) the date on which a Broker-Dealer is no longer required to deliver a prospectus in connection with market-making or such shorter period as will terminate when all Transfer Restricted Securities covered by such Registration Statement have been sold pursuant theretoother trading activities. The Company 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 law or Commission rule, regulation or policy (after the procedures set forth in Section 6(a)(i) below have been complied with), the Company shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission no later than 120 365 days from the date hereof (the “Filing Deadline”), (ii) use all commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective no later than 210 365 days from the date hereof (the “Effectiveness 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 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 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 Securities to be offered in exchange for the Offered Securities that are Transfer Restricted Securities and (ii) resales of Exchange Securities by Broker-Dealers that tendered into the Exchange Offer Offered Securities that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Offered Securities acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) below. (b) The Company 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 30 Business Days. The Company shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Securities shall be included in the Exchange Offer Registration Statement. The Company 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 federal securities laws (the last day of such period 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 Offered 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, 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. 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 Securities received by such Broker-Dealer in the Exchange Offer, the Company 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 Securities by Broker-Dealers, the Company 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 6(a) and (c) hereof 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 270 days from the Consummation Deadline or such shorter period as will terminate when all Transfer Restricted Securities covered by such Registration Statement have been sold pursuant thereto. The Company 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 shall reasonably determine that it is not permitted to file the Exchange Offer shall Registration Statement or to Consummate the Exchange Offer because the Exchange Offer is not be permitted by applicable law or Commission rulepolicy, regulation or policy (after subject to the procedures requirements set forth in Section 6(a)(i6(a) below have been complied with)hereof, the Company 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 from after the date hereof Closing Date (or if such 120th day 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 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 210 180 days from after the date hereof Closing Date (or if such 180th day is not a Business Day, the “Effectiveness Deadline”next succeeding Business Day), (iii) in connection with the foregoing, file (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it such 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 Securities Act and (C) cause all necessary filings, if any, filings in connection with the registration and qualification of the Exchange Securities to be made under the Blue Sky 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 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 Securities to be offered in exchange for the Offered Securities that are Transfer Restricted Securities and (ii) to permit resales of Exchange Initial Securities held by Broker-Dealers that tendered into the Exchange Offer Offered Securities that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Offered Securities acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) belowhereof. (b) The Company 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 shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Securities shall be included in the Exchange Offer Registration Statement. The Company 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 days after such date (or if such 30th day is not a Business Days thereafterDay, or longer, if required by federal securities laws (the last day of such period being the “Consummation Deadline”next succeeding Business Day). (c) The Company shall include indicate in a “Plan of Distribution” or similar section contained in the Prospectus contained in forming a part of the Exchange Offer Registration Statement and indicate therein that any Broker-Dealer 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 Offered 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. 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. 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 Securities received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the Company shall permit the use delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement Statement. Such “Plan of Distribution” or similar 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”, or similarly titled section, 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 Commission as a result of a change in policy after the Exchange Offer Registration Statement is available for sales date of Exchange Securities by Broker-Dealers, the this Agreement. The Company agrees 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(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 in conformity to ensure that the Exchange Offer 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 ending on the earlier of 270 (i) 180 days from the Consummation Deadline or such shorter period as will terminate when all Transfer Restricted Securities covered by such date on which the Exchange Offer Registration Statement have been sold pursuant theretois declared effective and (ii) the date on which a Broker-Dealer is no longer required to deliver a prospectus in connection with market-making or other trading activities. The Company 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 To the Exchange Offer shall extent not be permitted prohibited by any applicable law or Commission rule, regulation or policy (after the procedures set forth in Section 6(a)(i) below have been complied with)policy, the Company and the Guarantors shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission no later than 120 days from the 30th day after the later to occur of (x) the Mandatory Exchange Date and (y) the final date hereof by which Xxxxxxx Companies is required by Commission rules to file with the Commission acquired company financial statements of Target (such later date being the “Filing Deadline”), (ii) use all commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective no later than 210 75 days from after the date hereof Filing Deadline (such 75th day being the “Effectiveness Deadline”), (iii) in connection with the foregoing, use all commercially reasonable efforts to (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 Statement, and (C) cause all necessary filings, if any, in connection with the registration and qualification of the Exchange Securities 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 neither the Company nor any Guarantor shall be required to take any action that would subject them to general service of process or taxation in any jurisdiction where they are not already subject, and (iv) 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), upon the effectiveness of such Exchange Offer Registration Statement, commence and use all commercially reasonable efforts to Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Securities Notes to be offered in exchange for the Offered Securities Permanent Notes that are Transfer Restricted Securities and (ii) resales of Exchange Securities Notes by Broker-Dealers that tendered into the Exchange Offer Offered Securities Permanent Notes that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Offered Securities Permanent Notes acquired directly from the Company or any of its AffiliatesAffiliate thereof) as contemplated by Section 3(c) below. (b) The To the extent not prohibited by any applicable law or Commission policy, 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 Securities 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 laws, after the date on which the Exchange Offer Registration Statement has become effective (such 30th day, or such later date required by the last day of such period federal securities laws, 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 Offered Securities Permanent Notes acquired directly from the Company or any Affiliate of the Company) thereof), 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 regulationsregulations after the date of this Agreement. 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 Securities 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-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 Securities Notes by Broker-Dealers, the Company agrees 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 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 270 180 days from the Consummation Deadline or such shorter period as will terminate when all Transfer Restricted Securities covered by such Registration Statement have been sold pursuant thereto. 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 five Business Days after such request, at any time during such period.

Registered Exchange Offer. (a) Unless If the Exchange Offer shall restrictive legend on the Initial Securities is not be permitted removed and an unrestricted CUSIP number is not provided with respect to the Initial Securities (in each case, other than with respect to Persons that are Affiliates of the Company) and the Initial Securities are not freely tradeable pursuant to Rule 144 under the Securities Act (by applicable law or Commission rule, regulation or policy (Persons other than Affiliates of the Issuers) as of the 366th day after the procedures set forth in Section 6(a)(i) below have been complied with)Closing Date, each of the Company shall Issuers and the Guarantors shall, at their cost, (i) cause to be filed with the Commission, an Exchange Offer Registration Statement under the Securities Act relating to the Exchange Securities (other than Transfer Restricted Securities acquired by any Broker-Dealer directly from the Issuers) and the Exchange Offer, (ii) use their reasonable best efforts (which shall include the filing of all necessary amendments to such Registration Statement) to cause the Exchange Offer Registration Statement to be filed with declared effective by the Commission no later than 120 days from the date hereof (the “Filing Deadline”), (ii) use all commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective no later than 210 days from the date hereof (the “Effectiveness Deadline”), and (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 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 the Exchange Offer Registration Statement, promptly commence and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Securities to be offered in exchange for the Offered Securities that are Transfer Restricted Securities (other than Transfer Restricted Securities acquired by any Broker-Dealer directly from the Issuers) and (ii) to permit resales of Exchange Initial Securities held by Broker-Dealers that tendered into the Exchange Offer Offered Securities that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Offered Securities acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) belowhereof; provided, however, that if prior to the time that the Exchange Offer is Consummated the Initial Securities become freely tradeable pursuant to Rule 144 under the Securities Act (by Persons other than Affiliates of the Issuers), then the obligations of the Issuers and the Guarantors under this Section 3(a) shall cease and be of no further force and effect. (b) The Company If the Issuers and the Guarantors are required to commence the Exchange Offer pursuant to Section 3(a) above, the 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 20 Business Days (or longer if required under applicable federal and state securities laws to Consummate law) after the date that notice of the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business DaysOffer is mailed to Holders. The Company Issuers shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Securities shall be included in the Exchange Offer Registration Statement. The Company 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 federal securities laws (the last day of such period being the “Consummation Deadline”). (c) The Company If the Issuers and the Guarantors are required to commence the Exchange Offer pursuant to Section 3(a) above, the 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 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 Offered 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; 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. 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 Securities received by such Broker-Dealer in the Exchange Offer, the Company 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 Securities by Broker-Dealers, the Company 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 6(a) and (c) hereof 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 270 days from the Consummation Deadline or such shorter period as will terminate when all Transfer Restricted Securities covered by such Registration Statement have been sold pursuant thereto. The Company 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 periodCommission.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by permissible under applicable law or Commission rule, regulation or policy (after the procedures set forth in Section 6(a)(i6(a) below hereof have been complied with), the Company shall and the Guarantors shall, at their cost, (i) cause the Exchange Offer Registration Statement to be filed with the Commission no later sufficiently promptly so as to avoid a Registration Default with respect to the Exchange Offer, a Registration Statement under the Securities Act relating to the Exchange Securities (other than 120 days Transfer Restricted Securities acquired by any Broker-Dealer directly from the date hereof Company) and the Exchange Offer (the “Filing DeadlineExchange Offer Registration Statement”), (ii) use all their commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective no later than 210 days from under the date hereof (Securities Act sufficiently promptly so as to avoid a Registration Default with respect to the “Effectiveness Deadline”)Exchange Offer, (iii) in connection with the foregoing, file (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it 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 Securities Act and (C) cause all necessary filings, if any, filings in connection with the registration and qualification of the Exchange Securities to be made under the Blue Sky 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 Exchange Offer Registration Statement, promptly commence and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Securities to be offered in exchange for the Offered Securities that are Transfer Restricted Securities (other than Transfer Restricted Securities acquired by any Broker-Dealer directly from the Company) and (ii) to permit resales of Exchange Transfer Restricted Securities held by Broker-Dealers that tendered into the Exchange Offer Offered Securities that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Offered Securities 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 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 distributed to the Holders. The Company shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Securities 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 30 360 days after the Closing Date (or if such 360th day is not a Business Days thereafterDay, the next succeeding Business Day) (such 360th day (or longerthe next succeeding Business Day, if required by federal securities laws (the last day of such period being applicable) herein referred to as the “Consummation Exchange 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 Initial Securities that are 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 Offered 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 regulationsCommission. Because such Broker-Dealer may be deemed to be an “underwriter” within The Company and 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 Securities received by such Broker-Dealer in the Exchange Offer, the Company 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 Securities by Broker-Dealers, the Company agrees 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 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 in conformity to 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 270 (i) 180 days from the Consummation Deadline or such shorter period as will terminate when all Transfer Restricted Securities covered by such date on which the Exchange Offer Registration Statement have been sold pursuant theretois declared effective and (ii) the date on which a Broker-Dealer is no longer required to deliver a prospectus in connection with market-making or other trading activities. The Company 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 rule, regulation or 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 Issuers and the Initial Guarantors shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission no later than 120 days from Commission, a Registration Statement under the date hereof (Securities Act relating to the “Filing Deadline”)Exchange Securities and the Exchange Offer, (ii) use all their commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective no later than 210 days from under the date hereof (the “Effectiveness Deadline”)Securities Act, (iii) in connection with the foregoing, file (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it such 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 Securities Act and (C) cause all necessary filings, if any, filings in connection with the registration and qualification of the Exchange Securities to be made under the Blue Sky state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon promptly after the effectiveness of such Exchange Offer Registration Statement, commence and Consummate the Exchange Offer. The Issuers and the Initial Guarantors shall use their commercially reasonable efforts to Consummate the Exchange Offer not later than 366 days following the Closing Date (or if such 366th day is not a Business Day, the next succeeding Business Day) (the “Exchange Date”); provided, however, that the Issuers shall not be required to Consummate such Exchange Offer if all of the Securities are Freely Tradable on or before the Exchange Date. The Exchange Offer, if required pursuant to this Section 3(a), shall be on the appropriate form permitting (i) registration of the Exchange Securities to be offered in exchange for the Offered Securities that are Transfer Restricted Securities and (ii) to permit resales of Exchange Transfer Restricted Securities held by Broker-Dealers that tendered into the Exchange Offer Offered Securities that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Offered Securities acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) belowhereof. (b) The Company If an Exchange Offer Registration Statement is required to be filed and declared effective pursuant to Section 3(a) above, the Issuers and the Initial Guarantors shall use all commercially reasonable efforts to cause the Exchange Offer Registration Statement to be effective continuously, continuously and shall use their commercially reasonable efforts to keep the Exchange Offer open for a period of not less than 20 Business Days (or longer if required by applicable securities laws) after the minimum period required under applicable federal and state securities laws to Consummate date notice of the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business DaysOffer is mailed to the Holders. The Company Issuers shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Securities shall be included in the Exchange Offer Registration Statement. The Company Issuers shall use all their commercially reasonable efforts to cause the Exchange Offer to be Consummated on by the earliest practicable date after Exchange Date; provided, however, that the Issuers shall not be required to Consummate the Exchange Offer Registration Statement has become effective, but in no event later than 30 Business Days thereafter, if all of the Securities are Freely Tradable on or longer, if required by federal securities laws (before the last day of such period being the “Consummation Deadline”)Exchange Date. (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 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 Offered Transfer Restricted Securities acquired directly from the Company or any Affiliate of the Company) Issuers), 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. 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 Securities received by such Broker-Dealer in the Exchange Offer, the Company shall permit the use of the Prospectus contained in the Exchange Offer Registration Statement by such Broker-Dealer to satisfy such which 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 Securities by Broker-Dealers, the Company 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 6(a) and (c) hereof 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 270 days from the Consummation Deadline or such shorter period as will terminate when all Transfer Restricted Securities covered by such Registration Statement have been sold pursuant thereto. The Company 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.requirement may be satisfied by

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by applicable federal law or Commission rule, regulation or policy (after the procedures set forth in Section 6(a)(i) below have been complied with), the Company shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission no later than 120 days from the date hereof (the “Filing Deadline”)Commission, (ii) use all commercially its reasonable best efforts to cause such Exchange Offer Registration Statement to become effective no later than 210 days from the date hereof (the “Effectiveness Deadline”)effective, (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 Securities Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, Offer and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and use its reasonable best efforts to Consummate the Exchange OfferOffer on or prior to the date that is 420 days after the Closing Date (the “Consummation Deadline”). The Exchange Offer shall be on the appropriate form permitting (iI) registration of the Exchange Securities Notes to be offered in exchange for the Offered Securities that are Transfer Restricted Securities and (iiII) resales of Exchange Securities Notes by Broker-Dealers that tendered into the Exchange Offer Offered Securities Notes that such Broker-Dealer Dealers acquired for its their own account as a result of market-making activities or other trading activities (other than Offered Securities Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) below. (b) The Company shall use all commercially its 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 shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Securities Notes shall be included in the Exchange Offer Registration Statement. The Company 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 federal securities laws (the last day of such period 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 Offered Securities 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 regulationsregulations after the date of this Agreement. See the Shearman & Sterling no-action letter dated 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 Securities Notes received by such Broker-Dealer in the Exchange Offer, the Company 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 Securities Notes by Broker-Dealers, the Company agrees to use all commercially its reasonable best 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 (c6(c) hereof 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 270 days one year from the Consummation Deadline date on which the Exchange Offer Registration Statement is declared effective or such shorter period as will terminate when all Transfer Restricted Securities covered by such Registration Statement have been sold pursuant theretothereto (the “Registration Period”). The Company 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, request at any time during such periodone-year period in order to facilitate resales.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by permissible under applicable law or Commission rule, regulation or policy (after the procedures set forth in Section 6(a)(i) below hereof have been complied with), the Company Issuers shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission no later than 120 days from on or prior to the date hereof (120th day after the “Filing Deadline”)Initial Placement, a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer, (ii) use all their commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective no later than 210 days from on or prior to the date hereof (210th day after the “Effectiveness Deadline”)Initial Placement, (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 such Registration Statement to become effective, (B) file, if applicable, file a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) use their commercially reasonable efforts to cause all necessary filings, if any, filings in connection with the registration and qualification of the Exchange Securities to be made under the Blue Sky state securities or blue sky laws of such jurisdictions as are necessary any Holder shall reasonably request in writing by the time the Exchange Offer Registration Statement is declared effective by the Commission, it being agreed that no such registration or qualification will be made unless so requested, to permit Consummation of the Exchange Offer; provided, however, that none of the Issuers or any of the Guarantors shall be required to (x) qualify as a foreign corporation or as a dealer in securities in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(a), or (y) take any action which would subject it to general service of process or taxation in any such jurisdiction where it is not then so subject and (iv) upon as promptly as practicable after 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 Securities to be offered in exchange for the Offered Securities that are Transfer Restricted Securities and (ii) to permit resales of Exchange Initial Securities held by Broker-Dealers that tendered into the Exchange Offer Offered Securities that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Offered Securities acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) belowhereof. The Issuers and the Guarantors shall commence the Exchange Offer by mailing or otherwise furnishing the related Prospectus, appropriate letter of transmittal and other accompanying documents to each Holder of record stating, in addition to such other disclosures as are required by applicable law, substantially the following: (i) that the Exchange Offer is being made pursuant to this Agreement and that all Transfer Restricted Securities validly tendered and not properly withdrawn will be accepted for exchange; (ii) the dates of acceptance for exchange (which shall be a period of at least 20 Business Days from the date such notice is mailed) (the “Exchange Dates”); (iii) that any Transfer Restricted Security not tendered will remain outstanding and continue to accrue interest but will not retain any rights under this Agreement, except as otherwise specified herein; and (iv) that any Holder will be entitled to withdraw its election, not later than the close of business on the last Exchange Date, by effecting such withdrawal in compliance with the applicable procedures of the depositary for the Transfer Restricted Securities. (b) The Company Issuers shall use all their commercially reasonable efforts to cause the Exchange Offer Registration Statement to be continuously 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 Daysdays or 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 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 Securities shall be included in the Exchange Offer Registration Statement. The Company Issuers shall use all their commercially reasonable efforts to cause the Exchange Offer to be Consummated on or prior to the earliest practicable date 255th day after the Exchange Offer Registration Statement has become effective, but in no event later than 30 Business Days thereafter, or longer, if required by federal securities laws (the last day of such period being the “Consummation Deadline”)Initial Placement. (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 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 Offered Securities acquired directly from the Company or any Affiliate of the Company) 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 ; provided, however, that 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. 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 of any Exchange Securities received by such Broker-Dealer in the Exchange Offer, the Company 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 Securities by Broker-Dealers, the Company 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 6(a) and (c) hereof 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 270 days from the Consummation Deadline or such shorter period as will terminate when all Transfer Restricted Securities covered by such Registration Statement have been sold pursuant thereto. The Company 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 rule, regulation or 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) cause the Exchange Offer Registration Statement to be filed with the Commission no later than 120 days from a Registration Statement under the date hereof (Securities Act relating to the “Filing Deadline”)Exchange Securities and the Exchange Offer, (ii) use all its commercially reasonable efforts to cause such Exchange Offer Registration Statement to become be declared effective no later than 210 days from by the date hereof (Commission under the “Effectiveness Deadline”)Securities Act, (iii) in connection with use its commercially reasonable efforts to cause 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 Securities to be made under Consummated no later than the Blue Sky laws of 300th day after the Closing Date (or if such jurisdictions as are necessary to permit Consummation of 300th day is not a Business Day, the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and Consummate the Exchange Offernext succeeding Business Day). The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Securities to be offered in exchange for the Offered Securities that are Transfer Restricted Securities and (ii) resales of Exchange Securities by Broker-Dealers that tendered into the Exchange Offer Offered Securities that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Offered Securities acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) belowSecurities. (b) The Each of 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 to the Holders. The Company shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Securities shall be included in the Exchange Offer Registration Statement. The Company 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 federal securities laws (the last day of such period being the “Consummation 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 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 Offered 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 regulationspolicy after the date of this Agreement. Because such Broker-Dealer may be deemed to be an “underwriter” within the meaning Each of the Act Company and must, therefore, deliver a prospectus meeting the requirements of the Act in connection with Guarantors shall use its initial sale of any Exchange Securities received by such Broker-Dealer in the Exchange Offer, the Company 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 Securities by Broker-Dealers, the Company agrees 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 ensure that it is available for resales of Exchange Securities received by Broker-Dealers in the Exchange Offer in the circumstances described in the immediately preceding paragraph, and in conformity to 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 270 (i) 180 days from the Consummation Deadline date on which the Exchange Offer is Consummated and (ii) the date on which a Broker-Dealer is no longer required to deliver a prospectus in connection with market-making or such shorter period as will terminate when all Transfer Restricted Securities covered by such Registration Statement have been sold pursuant thereto. other trading activities.The Company 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 Registered Exchange Offer shall not be permitted by applicable law or Commission rule, regulation or 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 shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission no later than on or prior to 120 days from after the date hereof Closing Date (such 120th day being the “"Filing Deadline”"), (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 210 200 days from after the date hereof Closing Date (such day being the “"Effectiveness 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 Securities Series B Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Registered Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and Consummate the Registered Exchange Offer. The Registered Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Securities Series B Notes to be offered in exchange for the Offered Securities Series A Notes that are Transfer Restricted Securities and (ii) resales of Exchange Securities Series B Notes by Broker-Dealers that tendered Series A Notes into the Registered Exchange Offer Offered Securities that such Broker-Dealer acquired for its own account as a result of market-market making activities or other trading activities (other than Offered Securities Series A Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) below. (b) The Company shall use all commercially its reasonable best efforts to cause the Exchange Offer Registration Statement to be effective continuously, and shall keep the Registered Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Registered Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days. The Company shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Securities Series B Notes shall be included in the Exchange Offer Registration Statement. The Company shall use all commercially its reasonable best efforts to cause the Registered 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 federal securities laws 230 days after the Closing Date (the last such day of such period 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 Offered Securities Series A Notes acquired directly from the Company or any Affiliate of the Company) ), may exchange such Transfer Restricted Securities pursuant to the Registered 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 regulationsregulations after the date of this Agreement. 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 Securities Series B Notes received by such Broker-Dealer in the Registered Exchange Offer, the Company 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 of Exchange Securities Series B Notes by Broker-Dealers, the Company agrees to use all commercially its reasonable best 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 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 the shorter of 270 (a) 180 days from the Consummation Deadline or of the Registered Exchange Offer and (b) such shorter period as will terminate when all Transfer Restricted Securities covered by such Registration Statement have been sold pursuant thereto; provided, however, that, during such period, the company may suspend the effectiveness of the Exchange Offer Registration Statement for an aggregate period of not more than 15 consecutive days if there is a possible acquisition or business combination or other transaction, business development or event involving the Company that may require disclosure in the Exchange Offer Registration Statement and the Company determines in the exercise of its reasonable judgment that such disclosure is not in the best interests of the Company and its stockholders or obtaining any financial statements relating to an acquisition or business combination required to be included in the exchange Offer Registration Statement would be impracticable. In such a case, the Company shall promptly notify any such Broker-Dealers of the suspension of the Exchange Offer Registration Statement's effectiveness, provided that such notice shall not require the Company to disclose the possible acquisition or business combination or other transaction, business development or event if the Company determines in good faith that such acquisition or business combination or other transaction, business development or event should remain confidential. Upon the abandonment, consummation or termination of the possible acquisition or business combination or other transaction, business development or event or the availability of the required financial statements with respect to a possible acquisition or business combination, the suspension of the use of the Exchange Offer Registration Statement pursuant to this clause (c) shall cease and the Company shall promptly comply with Section 6(c)(ii) hereof and notify such Broker-Dealers that the use of the Prospectus contained in the Exchange Offer Registration Statement, as amended or supplemented, as applicable, may resume. The Company 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 Company and the Exchange Offer shall not be permitted by applicable law or Commission rule, regulation or policy (after the procedures set forth in Section 6(a)(i) below have been complied with), the Company Guarantors shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission no later than 120 within 150 days from after the Closing Date (such date hereof (being the “Filing Deadline”), (ii) use all commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective no later than within 210 days from after the date hereof Closing Date (such 210th day being the “Effectiveness 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 Statement, and (C) cause all necessary filings, if any, in connection with the registration and qualification of the Exchange Securities 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 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), 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 Securities Notes to be offered in exchange for the Offered Securities Initial Notes that are Transfer Restricted Securities and (ii) resales of Exchange Securities Notes by Broker-Dealers that tendered into the Exchange Offer Offered Securities Initial Notes that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Offered Securities 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 Securities Notes shall be included in the Exchange Offer Registration Statement. The Company 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 federal securities laws (the last day of such period 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 Offered 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, 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. 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 Securities received by such Broker-Dealer in the Exchange Offer, the Company 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 Securities by Broker-Dealers, the Company 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 6(a) and (c) hereof 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 270 days from the Consummation Deadline or such shorter period as will terminate when all Transfer Restricted Securities covered by such Registration Statement have been sold pursuant thereto. The Company 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 rule, regulation or policy (after the procedures set forth in Section 6(a)(i6(a) below hereof have been complied with), the Company shall Issuers and the Guarantors shall, at their cost, (i) cause the Exchange Offer Registration Statement to be filed with the Commission no later sufficiently promptly so as to avoid a Registration Default with respect to the Exchange Offer, a Registration Statement under the Securities Act relating to the Exchange Securities (other than 120 days Transfer Restricted Securities acquired by any Broker-Dealer directly from the date hereof Issuers) and the Exchange Offer (the “Filing DeadlineExchange Offer Registration Statement”), (ii) use all their commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective no later than 210 days from under the date hereof (Securities Act sufficiently promptly so as to avoid a Registration Default with respect to the “Effectiveness Deadline”)Exchange Offer, (iii) in connection with the foregoing, file (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it 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 Securities Act and (C) cause all necessary filings, if any, filings in connection with the registration and qualification of the Exchange Securities to be made under the Blue Sky 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 Exchange Offer Registration Statement, promptly commence and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Securities to be offered in exchange for the Offered Securities that are Transfer Restricted Securities (other than Transfer Restricted Securities acquired by any Broker-Dealer directly from the Issuers) and (ii) to permit resales of Exchange Transfer Restricted Securities held by Broker-Dealers that tendered into the Exchange Offer Offered Securities that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Offered Securities 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 DaysDays after the date notice of the Exchange Offer is mailed to the Holders. The Company Issuers shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Securities shall be included in the Exchange Offer Registration Statement. The Company Issuers 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 30 365 days after the Closing Date (or if such 365th day is not a Business Days thereafterDay, or longer, if required by federal securities laws the next succeeding Business Day) (the last such 365th day of such period being herein referred to as the “Consummation Exchange 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 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 Offered Transfer Restricted Securities acquired directly from the Company or any Affiliate of the Company) Issuers), 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 regulationsCommission. Because such Broker-Dealer may be deemed to be an “underwriter” within The Issuers and 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 Securities received by such Broker-Dealer in the Exchange Offer, the Company 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 Securities by Broker-Dealers, the Company agrees 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 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 in conformity to 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 270 (i) 180 days from the Consummation Deadline or such shorter period as will terminate when all Transfer Restricted Securities covered by such date on which the Exchange Offer Registration Statement have been sold pursuant theretois declared effective and (ii) the date on which a Broker-Dealer is no longer required to deliver a prospectus in connection with market-making or other trading activities. The Company 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 (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 law or Commission rule, regulation or policy (after the procedures set forth in Section 6(a)(i) below have been complied with), the Company shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission no later than 120 days from the date hereof July 16, 2007 (the “Filing Deadline”), (ii) use all commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective no later than 210 days from the date hereof November 13, 2007 (the “Effectiveness 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 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 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 Securities to be offered in exchange for the Offered Securities that are Transfer Restricted Securities and (ii) resales of Exchange Securities by Broker-Dealers that tendered into the Exchange Offer Offered Securities that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Offered Securities acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) below. (b) The Company 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 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 Securities shall be included in the Exchange Offer Registration Statement. The Company 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 federal securities laws (the last day of such period 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 Offered 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, 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. 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 Securities received by such Broker-Dealer in the Exchange Offer, the Company 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 Securities by Broker-Dealers, the Company 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 6(a) and (c) hereof 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 270 days from the Consummation Deadline or such shorter period as will terminate when all Transfer Restricted Securities covered by such Registration Statement have been sold pursuant thereto. The Company 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 rule, regulation or 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, each of 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 120 180 days from after the date hereof Closing Date (or if such 180th day 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 at the earliest possible time, but in no event later than 210 240 days from after the date hereof Closing Date (or if such 240th day is not a Business Day, the “Effectiveness Deadline”next succeeding Business Day), (iii) in connection with the foregoing, file (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it such 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 Securities 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 Blue Sky 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 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 Securities to be offered in exchange for the Offered Securities that are Transfer Restricted Securities and (ii) to permit resales of Exchange Initial Securities held by Broker-Dealers that tendered into the Exchange Offer Offered Securities that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Offered Securities 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 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 shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Securities shall be included in the Exchange Offer Registration Statement. The Company 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 30 360 days after the Closing Date (or if such 360th day is not a Business Days thereafterDay, the next succeeding Business Day) or longer, if required by the federal securities laws (the last day of such period 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-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 Offered Transfer Restricted Securities acquired directly from the Company Company, the Guarantors or any Affiliate of the Companytheir affiliates) 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 law or regulationspolicy after the date of this Agreement. Because such Broker-Dealer may be deemed to be an “underwriter” within the meaning Each of the Act Company and must, therefore, deliver a prospectus meeting the requirements of the Act in connection with Guarantors shall use its initial sale of any Exchange Securities received by such Broker-Dealer in the Exchange Offer, the Company 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 Securities by Broker-Dealers, the Company agrees 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 ensure that it is available for resales of Initial Securities acquired by Broker-Dealers for their own accounts, if requested by one or more Broker-Dealers, as a result of market-making activities or other trading activities, and in conformity to 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 270 (i) 180 days from the Consummation Deadline or such shorter period as will terminate when all date on which the Exchange Offer Registration Statement is declared effective and (ii) the date on which a Broker-Dealer is no longer required to deliver a prospectus with respect to the Transfer Restricted Securities covered by such Registration Statement have been sold pursuant theretoin connection with market-making or other trading activities. The Company shall provide sufficient copies of the latest version of such Prospectus to such requesting 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 rule, regulation or policy (after the procedures set forth in Section 6(a)(i) below have been complied with), the Company and the Bond Guarantor 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 120 90 days from after the date hereof Closing Date (such 90th day being the “"Filing Deadline”"), (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 210 180 days from after the date hereof Closing Date (such 180th day being the “"Effectiveness Deadline”Target Date"), (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 Securities Act and (C) cause all necessary filings, if any, in connection with the registration and qualification of the Exchange Securities Series B Bonds 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 Securities Series B Bonds to be offered in exchange for the Offered Securities Series A Bonds that are Transfer Restricted Securities Bonds and (ii) to permit resales of Exchange Securities Series B Bonds by Broker-Dealers that tendered into in the Exchange Offer Offered Securities Series A Bonds that such Broker-Dealer acquired for its own account as a result of market-market making activities or other trading activities (other than Offered Securities Series A Bonds acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) below. (b) The Company and the Bond Guarantor 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 shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Securities shall be included in the Exchange Offer Registration Statement. The Company 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 federal securities laws (the last day of such period 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 Offered 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, 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. 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 Securities received by such Broker-Dealer in the Exchange Offer, the Company 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 Securities by Broker-Dealers, the Company 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 6(a) and (c) hereof 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 270 days from the Consummation Deadline or such shorter period as will terminate when all Transfer Restricted Securities covered by such Registration Statement have been sold pursuant thereto. The Company 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 rule, regulation or 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 prepare and file with the Commission an Exchange Offer Registration Statement to be filed with under the Commission no later than 120 days from the date hereof (the “Filing Deadline”)Securities Act, (ii) use all commercially their reasonable efforts to cause such Exchange Offer Registration Statement to become effective no later than 210 days from under the date hereof (the “Effectiveness Deadline”)Securities Act, (iii) in connection with the foregoing, file (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it such 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 Securities Act and (C) cause all necessary filings, if any, filings in connection with the registration and qualification of the Exchange Securities 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 Securities Notes to be offered in exchange for the Offered Securities that are Transfer Restricted Securities and (ii) to permit resales of Exchange Securities Notes held by Broker-Dealers that tendered into the Exchange Offer Offered Securities that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Offered Securities acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) 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, 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 Issuers and the Guarantors shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than The Issuers and the Exchange Securities shall be included in the Exchange Offer Registration Statement. The Company Guarantors shall use all commercially reasonable efforts to cause the Exchange Offer to be Consummated on or before the earliest practicable date after 360th day following the Exchange Offer Registration Statement has become effectiveInitial Placement Date (or September 9, but in no event later than 30 Business Days thereafter, or longer, if required by federal securities laws (the last day of such period being the “Consummation Deadline”2013). (c) The Company shall include a “Plan If, prior to consummation of Distribution” section the Exchange Offer, any Initial Purchaser holds any Initial Notes acquired by it that have the status of an unsold allotment in the Prospectus contained initial distribution, the Issuers, upon the request of such Initial Purchaser, shall simultaneously with the delivery of the Exchange Notes issue and deliver to such Initial Purchaser, in exchange (the “Private Exchange”) for such Initial Notes held by any such Holder, a like principal amount of notes (the “Private Exchange Notes”) of the Issuers, guaranteed by the Guarantors, that are identical in all material respects to the Exchange Notes except for the placement of a restrictive legend on such Private Exchange Notes. The Private Exchange Notes shall be issued pursuant to the same indenture as the Exchange Notes and bear the same CUSIP number as the Exchange Notes if permitted by the CUSIP Service Bureau. (d) The Issuers acknowledge that, pursuant to current interpretations by the Commission’s staff of Section 5 of the Securities Act, in the Exchange Offer Registration Statement and indicate therein that any absence of an applicable exemption therefrom, (i) each Broker-Dealer who holds Transfer Restricted Securities that were electing to exchange Initial Notes, acquired for the its own account of such Broker-Dealer as a result of market-making activities or other trading activities activities, for Exchange Notes (other than Offered Securities acquired directly from an “Exchanging Dealer”), is required to deliver a prospectus containing the Company or any Affiliate information set forth in (a) Annex A hereto on the cover, (b) Annex B hereto in the “Exchange Offer Procedures” section and the “Purpose of the Company) may exchange such Transfer Restricted Securities pursuant to the Exchange Offer. Such ” section, and (c) Annex C hereto in the “Plan of Distribution” section shall also contain all other information of such prospectus in connection with respect to a sale of any such sales Exchange Notes received by such Broker-Dealers that the Commission may require in order to permit such sales Exchanging Dealer 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 Registered Exchange Offer and (ii) if any Initial Purchaser elects to sell Exchange Notes acquired in exchange for Initial Notes constituting any portion of an unsold allotment, such Initial Purchaser will be required by the Commission as a result of a change in policy, rules or regulations. Because such Broker-Dealer may be deemed to be an “underwriter” within the meaning of the Act and must, therefore, deliver a prospectus meeting containing the requirements information required by Items 507 or 508 of Regulation S-K under the Act Securities Act, as applicable, in connection with its initial sale of any Exchange Securities received by such Broker-Dealer in sale. The Issuers and the Exchange Offer, the Company 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 Securities by Broker-Dealers, the Company agrees to 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 in conformity to 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 270 (i) 90 days from the Consummation Deadline date on which the Exchange Offer Registration Statement is declared effective, (ii) the date on which a Broker-Dealer is no longer required to deliver a prospectus in connection with market-making or such shorter period as will terminate when 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 theretoto such Exchange Offer Registration Statement. The Company 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 period90-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 rule, regulation or 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 their best efforts to cause the Exchange Offer Registration Statement to be filed with the Commission no later than 120 days from on or prior to May 30, 2005, the date hereof (Exchange Offer Registration Statement under the “Filing Deadline”)Act relating to the New Securities and the Exchange Offer, (ii) use all their commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective no later than 210 days from the date hereof (the “Effectiveness Deadline”)within July 29, 2005 of such filing, (iii) in connection with the foregoing, file (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it 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, filings in connection with the registration and qualification of the Exchange New 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 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 Securities to be offered in exchange for the Offered Securities that are Transfer Restricted Securities and (ii) to permit resales of Exchange Broker-Dealer Transfer Restricted Securities by Broker-Dealers that tendered into the Exchange Offer Offered Securities that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Offered Securities 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 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 New Securities and the related guarantees thereto 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 within 40 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 federal securities laws (the last day of such period being the “Consummation 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 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 Offered Transfer Restricted Securities acquired directly from the Company or any Affiliate one of the Company) its 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 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. 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 Securities received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the Company 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 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 Securities by Broker-Dealers, this Agreement. The Company and the Company agrees to Guarantors 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 Broker-Dealer Transfer Restricted Securities acquired by Broker-Dealers, and (c) hereof and in conformity to 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 270 (i) 90 days from the Consummation Deadline or such shorter period as will terminate when all Transfer Restricted Securities covered by such date on which the Exchange Offer Registration Statement have been sold pursuant theretois declared effective and (ii) the date on which a Broker-Dealer is no longer required to deliver a prospectus in connection with market-making or other trading activities. The Company 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 period90-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 rule, regulation or policy (after assuming the procedures set forth in Section 6(a)(i6(a) below have been hereof will be complied with, as applicable), or there are no Initial Securities outstanding, each of the Company and the Guarantors shall (i) use its commercially reasonable efforts to cause the Exchange Offer Registration Statement to be filed with the Commission no later than 120 days from Commission, a Registration Statement under the date hereof (Securities Act relating to the “Filing Deadline”)Exchange Securities and the Exchange Offer, (ii) use all its commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective no later than 210 days from the date hereof (the “Effectiveness Deadline”)effective, (iii) in connection with the foregoing, file (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it such 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 Securities Act and (C) cause all necessary filings, if any, filings in connection with the registration and qualification of the Exchange Securities to be made under the Blue Sky 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 Exchange Offer Registration Statement, commence and Consummate the Exchange Offer. The Exchange Offer Offer, if required pursuant to this Section 3(a), shall be on the appropriate form permitting (i) registration of the Exchange Securities to be offered in exchange for the Offered Securities that are Transfer Restricted Initial Securities and (ii) to permit resales of Exchange Initial Securities held by Broker-Dealers that tendered into the Exchange Offer Offered Securities that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Offered Securities 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 to the Holders. The Company shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Securities 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 30 365 days following the Closing Date (or if such 365th day is not a Business Days thereafterDay, or longer, if required by federal securities laws the next succeeding Business Day) (the last such 365th day of such period being herein referred to as the “Consummation DeadlineExchange 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 Initial 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 Offered Initial 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 regulationsCommission. Because such Broker-Dealer may be deemed to be an “underwriter” within the meaning Each of the Act Company and must, therefore, deliver a prospectus meeting the requirements of the Act in connection with its initial sale of any Exchange Securities received by such Broker-Dealer in the Exchange Offer, the Company 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 Securities by Broker-Dealers, the Company agrees 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 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 in conformity to 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 270 (i) 180 days from the Consummation Deadline or such shorter period as will terminate when all Transfer Restricted Securities covered by such date on which the Exchange Offer Registration Statement have been sold pursuant theretois declared effective and (ii) the date on which a Broker-Dealer is no longer required to deliver a prospectus in connection with market-making or other trading activities, provided that after the expiration of the period referred to in the first sentence of Section 3(b) hereof, the Company may for a period (the “Exchange Offer Registration Statement Suspension Period”) of up to 60 days in any three-month period, not to exceed 90 days in any calendar year, determine that the Exchange Offer Registration Statement is not usable under circumstances relating to corporate developments, public filings with the Commission and similar events, and suspend the use of the prospectus that is part of the Exchange Offer Registration Statement. The Company 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 rule, regulation or 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 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 120 90 days from after the date hereof (Closing Date, a Registration Statement under the “Filing Deadline”)Securities Act relating to the Exchange Notes and the Exchange Offer, (ii) use all commercially their reasonable best efforts to cause such Exchange Offer Registration Statement to become be declared effective no later than 210 on or prior to 180 days from after the date hereof (the “Effectiveness Deadline”)Closing Date, (iii) in connection with the foregoing, file (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it such 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 Securities Act and (C) cause all necessary filings, if any, filings in connection with the registration and qualification of the Exchange Securities Notes to be made under the Blue Sky blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, 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 Securities Notes to be offered in exchange for the Offered Securities that are Transfer Restricted Securities and (ii) to permit resales of Exchange Securities Notes held by Broker-Dealers that tendered into the Exchange Offer Offered Securities that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Offered Securities 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 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 U.S. 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 Subsidiary Guarantors shall cause the Exchange Offer to comply with all applicable U.S. federal and state securities laws. No securities other than the Exchange Securities Notes and the Guarantees shall be included in the Exchange Offer Registration Statement. The Company and the Subsidiary Guarantors shall use all commercially their reasonable best efforts to cause the Exchange Offer to be Consummated 30 business days after the date on the earliest practicable date after which the Exchange Offer Registration Statement has become effective, but in no event later than 30 Business Days thereafter, or longer, if required was declared effective by federal securities laws (the last day of such period being the “Consummation Deadline”)Commission. (c) The Company and the Subsidiary Guarantors shall include indicate in a “Plan of Distribution” section in of 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 Offered 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 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 regulationsCommission. Because such Broker-Dealer may be deemed to be an “underwriter” within The Company and 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 Securities received by such Broker-Dealer in the Exchange Offer, the Company Subsidiary 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 Securities by Broker-Dealers, the Company agrees to 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 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 in conformity to 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 270 at least 90 days from after the Consummation Deadline or such shorter period as will terminate when all Transfer Restricted Securities covered by such Registration Statement have been sold pursuant theretoof the Exchange Offer. The Company and the Subsidiary 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 period90-day 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 rule, regulation or policy (after the procedures set forth in Section 6(a)(i6(a) below have been complied with), the Company shall (i) use all 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 120 60 days from after the date hereof (Closing Date, the “Filing Deadline”)Exchange Offer Registration Statement, (ii) use all commercially reasonable efforts to cause such Exchange Offer Registration Statement to become be declared effective by the Commission no later than 210 120 days from after the date hereof (the “Effectiveness Deadline”)Closing Date, (iii) in connection with the foregoing, file (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it such Exchange Offer Registration Statement to become be declared 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, filings in connection with the registration and qualification of the Exchange Securities 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 Securities Series B Notes to be offered in exchange for the Offered Securities that are Transfer Restricted Securities and (ii) to permit resales of Exchange Securities Notes held by Broker-Dealers that tendered into the Exchange Offer Offered Securities that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Offered Securities acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) below. (b) The Company 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 shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Securities Notes shall be included in the Exchange Offer Registration Statement. The Company shall use all commercially reasonable efforts to cause the Exchange Offer to be Consummated on the earliest practicable date no later than 45 business days after the Exchange Offer Registration Statement has become been declared effective, but in no event later than 30 Business Days thereafter, or longer, if required by federal securities laws (the last day of such period 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 Offered 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. 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 Securities the Series B Notes received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the Company 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 Securities by Broker-Dealers, the this Agreement. The Company agrees to shall 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(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 in conformity to 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 270 180 days from the Consummation Deadline or such shorter period as will terminate when all Transfer Restricted Securities covered by such date on which the Exchange Offer Registration Statement have been sold pursuant theretois declared effective. The Company 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 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 rule, regulation or 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, each of the Company and the Guarantor shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission no later than 120 days from a Registration Statement under the date hereof (Securities Act relating to the “Filing Deadline”)Exchange Securities and the Exchange Offer, (ii) use all its commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective no later than 210 days from the date hereof (the “Effectiveness Deadline”)effective, (iii) in connection with the foregoing, file (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be reasonably necessary in order to cause it such 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 Securities Act and (C) cause all necessary filings, if any, filings in connection with the registration and qualification of the Exchange Securities to be made under the Blue Sky state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, Offer and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and Consummate the Exchange Offer. The Exchange Offer Offer, if required pursuant to this Section 3(a), shall be on the appropriate form permitting (i) registration of the Exchange Securities to be offered in exchange for the Offered Securities that are Transfer Restricted Securities and (ii) to permit resales of Exchange Initial Securities held by Broker-Dealers that tendered into the Exchange Offer Offered Securities that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Offered Securities 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 Guarantor 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 shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Securities shall be included in the Exchange Offer Registration Statement. The Company shall use all its commercially reasonable efforts to cause the Exchange Offer to be Consummated on no later than the earliest practicable date 450th day after the Exchange Offer Registration Statement has become effectiveClosing Date (or if such 450th day is not a Business Day, but in no event later than 30 the next succeeding Business Days thereafter, or longer, if required by federal securities laws (the last day of such period being the “Consummation Deadline”Day). (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 Offered 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 regulationspolicy after the date of this Agreement. Because such Broker-Dealer may be deemed to be an “underwriter” within the meaning Each of the Act Company and must, therefore, deliver a prospectus meeting the requirements of the Act in connection with Guarantor shall use its initial sale of any Exchange Securities received by such Broker-Dealer in the Exchange Offer, the Company 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 Securities by Broker-Dealers, the Company agrees 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 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 to ensure 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 270 (i) 180 days from the Consummation Deadline or such shorter period as will terminate when all Transfer Restricted Securities covered by such date on which the Exchange Offer Registration Statement have been sold pursuant theretois declared effective and (ii) the date on which a Broker-Dealer is no longer required to deliver a prospectus in connection with market-making or other trading activities. The Company 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 law or Commission rule, regulation or policy (after the procedures set forth in Section 6(a)(i) below have been complied with)) or Commission policy, the Company and the Guarantors shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission no later than on or prior to 120 days from (or if such 120th day is not a business day, then the date hereof next succeeding business day) after the Closing Date (such day being the “Filing Deadline”), ; (ii) use all commercially reasonable efforts to cause such Exchange Offer Registration Statement to become be declared effective no later than 210 by the Commission on or prior to 180 days from (or if such 180th day is not a business day, then the date hereof next succeeding business day) after the Closing Date (such day being the “Effectiveness Deadline”), ; (iii) in connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be reasonably necessary in order to cause it the Exchange Offer Registration Statement to become be declared effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all reasonably necessary filings, if any, in connection with the registration and qualification of the Exchange Securities Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, ; provided that the Company and the Guarantors shall not be required to qualify generally to do business in any jurisdiction where it is not then so qualified or to take any action which would subject it to general service of process or taxation in any jurisdiction where it is not then so subject; and (iv) upon as soon as practicable following 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 Securities Notes to be offered in exchange for the Offered Securities Notes that are Transfer Restricted Securities and (ii) resales of Exchange Securities Notes by Broker-Dealers that tendered into the Exchange Offer Offered Securities Notes that such Broker-Dealer acquired for its own account as a result of market-market making activities or other trading activities (other than Offered Securities 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 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 Securities 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 business days thereafter, or longer, if required by the federal securities laws (the last day of such period 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 Offered Securities 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 regulationsregulations after the date of this Agreement. 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 of any Exchange Securities Notes received by such Broker-Dealer in the Exchange Offer, the Company 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 prospectus contained in the Exchange Offer Registration Statement is available for sales of Exchange Securities Notes by Broker-Dealers, the Company agrees 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 in conformity 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 270 180 days from the Consummation Deadline or such shorter period as will terminate when all Transfer Restricted Securities covered by such Registration Statement have been sold pursuant thereto. The Company and the Guarantors shall provide sufficient copies of the latest version of such Prospectus to such Broker-Dealers, promptly as soon as reasonably possible upon request, and in no event later than two Business Days 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 rule, regulation or policy (after the procedures set forth in Section 6(a)(i) below have been complied with), the Company shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission no later than 120 within 30 days from after the date hereof of the filing of the Company's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2004 (such 30th day being the “"Filing Deadline”" for purposes of this Section 3), (ii) use all its commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective at the earliest possible time, but in no event later than 210 360 days from after the date hereof of the Offering Memorandum (such 360th day being the “"Effectiveness Deadline”" for purposes of this Section 3), (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, effective and (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 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 its commercially reasonable efforts to commence and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Securities Notes to be offered in exchange for the Offered Securities Initial Notes that are Transfer Restricted Securities and (ii) resales of Exchange Securities Notes by Broker-Dealers that tendered into the Exchange Offer Offered Securities 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 Offered Securities Initial Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) below. (b) The Company shall use all its 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 shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Securities Notes shall be included in the Exchange Offer Registration Statement. The Company shall use all its 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, effective but in no event later than 30 Business Days thereafter, or longer, if required by federal securities laws thereafter (the last day of such period 30th Business 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 Offered Securities 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 regulationsregulations after the date of this Agreement. 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 Securities Notes received by such Broker-Dealer in the Exchange Offer, the Company 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 Securities Notes by Broker-Dealers, the Company agrees to use all its 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 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 270 180 days from the Consummation Deadline or such shorter period as will terminate when all Transfer Restricted Securities covered by such Registration Statement have been sold pursuant thereto. The Company 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 one Business Days Day after such request, at any time during such period.

Registered Exchange Offer. (a) Unless If any of the Initial Securities are not Freely Tradable by November 30, 2008, then unless the Exchange Offer shall not be permitted by permissible under applicable law or Commission rule, regulation or policy (after the procedures set forth in Section 6(a)(i6(a) below have been complied with), each of the Company and the Guarantors shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission no later than 120 days from a Registration Statement under the date hereof (Securities Act relating to the “Filing Deadline”)Exchange Securities and the Exchange Offer, (ii) use all commercially reasonable their best efforts to cause such Exchange Offer Registration Statement to become effective no later than 210 days from under the date hereof (the “Effectiveness Deadline”)Securities Act, (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 such Registration Statement to become effective, (B) file, if applicable, file a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings, if any, filings in connection with the registration and qualification of the Exchange Securities to be made under the Blue Sky 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 Exchange Offer Registration Statement, commence and Consummate the Exchange Offer. The Company shall take each of the steps set forth in clauses (i) through (iv) above as of such date that the Exchange Offer shall be Consummated as of the date set forth in Section 3(b) below. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Securities to be offered in exchange for the Offered Securities that are Transfer Restricted Securities and (ii) to permit resales of Exchange Initial Securities held by Broker-Dealers that tendered into the Exchange Offer Offered Securities that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Offered Securities acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) below. (b) The If an Exchange Offer Registration Statement is required by 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 30 calendar days (or longer if required by applicable law) days after the date notice 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 DaysOffer 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 Securities shall be included in the Exchange Offer Registration Statement. The If an Exchange Offer Registration Statement is required by Section 3(a) above, each of 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 thereafterNovember 30, or longer, if required by federal securities laws (the last day of such period being the “Consummation Deadline”)2008. (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 Offered 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 regulationspolicy after the date of this Agreement. Because such Broker-Dealer may be deemed to be If 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 Securities received by such Broker-Dealer in the Exchange Offer, the Company 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 Securities required by Broker-DealersSection 3(a) above, the Company agrees to and the Guarantors 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 Initial Securities acquired by Broker-Dealers for their own accounts as a result of market-making activities or other trading activities, and (c) hereof and in conformity to 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 270 (i) 180 days from the Consummation Deadline or such shorter period as will terminate when all Transfer Restricted Securities covered by such date on which the Exchange Offer Registration Statement have been sold pursuant theretois declared effective and (ii) the date on which Broker Dealers are no longer required to deliver a prospectus in connection with market-making or other trading activities. The Company 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 rule, regulation or policy (after the procedures set forth in Section 6(a)(i) below have been complied with)) or the policies, rules or regulations of the Commission, the Company shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission no later than 120 days from the date hereof (the “Filing Deadline”)Commission, (ii) use all its commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective no later than 210 days from at the date hereof (the “Effectiveness Deadline”)earliest possible time, (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 Securities Act and (C) cause all necessary filings, if any, in connection with the registration and qualification of the Exchange Securities 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 as soon as practicable following the effectiveness of such Exchange Offer Registration Statement, use its commercially reasonable efforts to commence and Consummate the Exchange Offer, but in no event later than 450 days after the date of the Offering Memorandum. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Securities Notes to be offered in exchange for the Offered Securities Initial Notes that are Transfer Restricted Securities and (ii) resales of Exchange Securities Notes by Broker-Dealers that tendered into the Exchange Offer Offered Securities 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 Offered Securities Initial Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) below. (b) The Company shall use all its 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 shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Securities Notes shall be included in the Exchange Offer Registration Statement. The Company shall use all its 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, effective but in no event later than 30 Business Days thereafter, or longer, if unless required by federal securities laws applicable law or the policies, rules or regulations of the Commission (the last day of such period 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 Offered Securities 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 regulationsregulations after the date of this Agreement. 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 of any Exchange Securities Notes received by such Broker-Dealer in the Exchange Offer, the Company 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 Securities Notes by Broker-Dealers, the Company agrees to use all its 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 in conformity 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 270 180 days from the Consummation Deadline or such shorter period as will terminate when all Transfer Restricted Securities covered by such Registration Statement have been sold pursuant thereto. The Company 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 law or Commission rulerules, regulation regulations or policy (after policies of the procedures set forth in Section 6(a)(i) below have been complied with)SEC, the Company Parent shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission SEC no later than 120 90 days from after the date hereof (such 90th day being the “"Exchange Offer Filing Deadline”"), (ii) use all commercially reasonable their respective best efforts to cause such Exchange Offer Registration Statement to become effective as promptly as possible, but in no event later than 210 days from after the date hereof (such 210th day being the “"Exchange Offer Effectiveness Deadline”Target Date"), (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, 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 New Preferred Stock to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer; PROVIDED, THAT the Parent shall not be required to register or qualify as a foreign corporation where it is not now so qualified or to take any action that would subject it to the service of process in suits or to taxation in any jurisdiction where it is not now so subject, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, use its best efforts to commence and Consummate the Exchange Offer. The Exchange Offer Registration Statement shall be on the appropriate form permitting (i) registration of the Exchange Securities New Preferred Stock to be offered in exchange for the Offered Securities Senior Preferred Stock that are Transfer Restricted Securities and (ii) resales of Exchange Securities New Preferred Stock by Broker-Dealers that tendered into the Exchange Offer Offered Securities Senior Preferred Stock that such Broker-Dealer acquired for its own account as a result of market-market making activities or other trading activities (other than Offered Securities Senior Preferred Stock acquired directly from the Company parent or any of its AffiliatesAffiliate thereof) as contemplated by Section 3(c5.01(c) below. (b) The Company Parent 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 OfferOffer (the "Exchange Offer Registration Period"); providedPROVIDED, howeverTHAT, that in no event shall such period be less than 20 Business Days. The Company Parent shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities securities, other than the Exchange Securities New Preferred Stock and the Senior Subordinated Notes to be issued by Parent and the Companies in connection with the Transactions (as defined in the Purchase Agreement), shall be included in the Exchange Offer Registration Statement. The Company Parent shall use all commercially reasonable its best efforts to cause the Exchange Offer to be Consummated on or prior to 30 Business Days, or longer if required by the earliest practicable date Federal securities laws, after the Exchange Offer Registration Statement has become effective, but in no event later than 30 effective (such 30th Business Days thereafterDay, or longer, such later date if required by federal securities laws (the last day of such period Federal Securities laws, being the “"Consummation Deadline”"). (c) The Company Parent 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 Offered 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, 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. 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 Securities received by such Broker-Dealer in the Exchange Offer, the Company 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 Securities by Broker-Dealers, the Company 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 6(a) and (c) hereof 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 270 days from the Consummation Deadline or such shorter period as will terminate when all Transfer Restricted Securities covered by such Registration Statement have been sold pursuant thereto. The Company 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.therein

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by applicable law or Commission rule, regulation or policy (after the procedures set forth in Section 6(a)(i) below have been complied with), the Company and the Current Guarantors shall (i) cause file the Exchange Offer Registration Statement to be filed with the Commission no on or prior to 90 days (unless such date is not a business day, then the next succeeding business day) after the later than 120 days from of the date hereof Escrow Release Date or the Closing Date (such 90th day being the “Filing Deadline”"FILING DEADLINE"), (ii) use all of their respective commercially reasonable efforts to cause such Exchange Offer Registration Statement to become be declared effective no by the Commission on or prior to 180 days (unless such date is not a business day, then the next succeeding business day) after the later than 210 days from of the date hereof Escrow Release Date or the Closing Date (such 180th day being the “Effectiveness Deadline”"EFFECTIVENESS 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 be declared 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 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 (A) the effectiveness Company and the Current Guarantors will commence the Exchange Offer; and (B) use all of their commercially reasonable efforts to issue on or prior to 45 business days, or longer, if required by the federal securities laws (such 45th or later day being the "CONSUMMATION DEADLINE"), after the date on which the Exchange Offer Registration StatementStatement was declared effective by the Commission, commence exchange Exchange Notes for all Notes properly tendered and Consummate not subsequently withdrawn prior thereto in the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Securities Notes to be offered in exchange for the Offered Securities Notes that are Transfer Restricted Securities and (ii) resales of Exchange Securities Notes by Broker-Dealers ("EXCHANGING DEALERS") that tendered into the Exchange Offer Offered Securities Notes that such Broker-Dealer acquired for its own account as a result of market-market making activities or other trading activities (other than Offered Securities Notes acquired directly from the Company or any Affiliate of its Affiliatesthe Company) as contemplated by Section 3(c) below. (b) The Company and the Current Guarantors shall use all of their respective 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; providedPROVIDED, howeverHOWEVER, that in no event shall such period be less than 20 Business Daysbusiness days. The Company and the Current Guarantors shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Securities Notes shall be included in the Exchange Offer Registration Statement. The Company 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 federal securities laws (the last day of such period 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-Exchanging Dealer who holds may exchange such 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 Offered Securities 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-Exchanging 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-Exchanging Dealer or disclose the amount of Transfer Restricted Securities held by any such Broker-Exchanging Dealer, except to the extent required by the Commission as a result of a change in policy, rules or regulationsregulations after the date of this Agreement. See the SHEARMAN & STERLING no-action letter (available July 2, 1993). Because such Broker-Exchanging 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 Securities Notes received by such Broker-Exchanging Dealer in the Exchange Offer, the Company and Current Guarantors shall permit the use of the Prospectus contained in the Exchange Offer Registration Statement by such Broker-Exchanging 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 of Exchange Securities Notes by Broker-Exchanging Dealers, the Company agrees and the Current Guarantors agree to use all of their respective 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 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 270 180 days from the Consummation Deadline or such shorter period as will terminate when all Transfer Restricted Securities covered by such Registration Statement have been sold pursuant thereto. The Company and the Current Guarantors shall provide sufficient copies of the latest version of such Prospectus to such Broker-Exchanging 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 rule, regulation or policy (after the procedures set forth in Section 6(a)(i6(a) below hereof have been complied with), the Company shall (i) use its 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 120 270 days from after the date hereof Closing Date (or if such 270th day is not a Business Day, the next succeeding Business Day), a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer (the “Filing DeadlineDate”), (ii) use all its commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective no later than 210 days from at the date hereof (the “Effectiveness Deadline”)earliest practicable time, (iii) in connection with the foregoing, file (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it such 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 Securities Act and (C) cause all necessary filings, if any, filings in connection with the registration and qualification of the Exchange Securities to be made under the Blue Sky state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer; provided, however, that the Company shall not be required to register or qualify as a foreign corporation where it is not then so qualified, or to take any action that would subject it to service of process in suits or to taxation, other than as to matters and transactions relating to the Registration Statement, in any jurisdiction where it is not then 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 Securities to be offered in exchange for the Offered Securities that are Transfer Restricted Securities and (ii) to permit resales of Exchange Initial Securities held by Broker-Dealers that tendered into the Exchange Offer Offered Securities that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Offered Securities acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) belowhereof. (b) The Company 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 Days. The Company shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Securities shall be included in the Exchange Offer Registration Statement. The Company shall use all its 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 30 390 days after the Closing Date (or if such 390th day is not a Business Days thereafterDay, or longer, if required by federal securities laws (the last day of such period being the “Consummation Deadline”next succeeding Business Day). (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 Offered 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. 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. 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 Securities received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the Company shall permit the use of the Prospectus contained in the Exchange Offer Registration Statement delivery by such Broker-Dealer to satisfy such prospectus delivery requirement. To the extent necessary to ensure that of the Prospectus contained in the Exchange Offer Registration Statement is available for sales of Exchange Securities by Broker-Dealers, the Company 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 6(a) and (c) hereof 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 270 days from the Consummation Deadline or such shorter period as will terminate when all Transfer Restricted Securities covered by such Registration Statement have been sold pursuant thereto. The Company 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.in

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by permissible under applicable law or Commission rule, regulation or 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 prepare and file with the Commission an Exchange Offer Registration Statement to be filed with under the Commission no later than 120 days from the date hereof (the “Filing Deadline”)Securities Act, (ii) use all their commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective no later than 210 days from under the date hereof (the “Effectiveness Deadline”)Securities Act, (iii) in connection with the foregoing, file (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it such 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 Securities Act and (C) cause all necessary filings, if any, filings in connection with the registration and qualification of the Exchange Securities to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) 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 Securities to be offered in exchange for the Offered Securities that are Transfer Restricted Securities and (ii) to permit resales of Exchange Initial Securities held by Broker-Dealers that tendered into the Exchange Offer Offered Securities that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Offered Securities 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 their 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 and the Guarantors shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Securities 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 or before 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 federal securities laws (the last day of such period being the “Consummation Deadline”). (c) If, prior to consummation of the Exchange Offer, the Initial Purchasers hold any Initial Securities acquired by them that have the status of an unsold allotment in the initial distribution, the Company, upon the request of the Initial Purchasers, shall simultaneously with the delivery of the Exchange Securities issue and deliver to the Initial Purchasers, in exchange (the “Private Exchange”) for such Initial Securities held by any such Holder, a like principal amount of notes (the “Private Exchange Securities”) of the Company, guaranteed by the Guarantors, that are identical in all material respects to the Exchange Securities except for the placement of a restrictive legend on such Private Exchange Securities. The Private Exchange Securities shall be issued pursuant to the same indenture as the Exchange Securities and bear the same CUSIP number as the Exchange Securities if permitted by the CUSIP Service Bureau. (d) 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 Offered 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 regulationspolicy after the date of this Agreement. Because such Broker-Dealer may be deemed to be an “underwriter” within The Company and 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 Securities received by such Broker-Dealer in the Exchange Offer, the Company 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 Securities by Broker-Dealers, the Company agrees to 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 Securities acquired by Broker-Dealers for their own accounts as a result of market-making activities or other trading activities, and (c) hereof and in conformity to 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 earliest of 270 (i) 90 days from the Consummation Deadline date on which the Exchange Offer Registration Statement is declared effective, (ii) the date on which a Broker-Dealer is no longer required to deliver a prospectus in connection with market-making or such shorter period as will terminate when other trading activities and (iii) the date on which all Transfer Restricted the Exchange Securities covered by such Exchange Offer Registration Statement have been sold pursuant theretoto such Exchange Offer Registration Statement. The Company 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 period90-day (or shorter as provided in the foregoing sentence) period in order to facilitate such resales.