Common use of Registration Under the Securities Act Clause in Contracts

Registration Under the Securities Act. (a) Subject to the last sentence of this Section 2(a), if the Securities have not become Freely Tradable on or before the Free Trade Date, the Company and the Guarantors agree to use all commercially reasonable efforts to (i) file under the Securities Act a registration statement relating to an offer to exchange (such registration statement, the “Exchange Registration Statement,” and such offer, the “Exchange Offer”) any and all of the Securities for a like aggregate principal amount of debt securities issued by the Company and guaranteed by the Guarantors, which debt securities and guarantees are substantially identical to the Securities and the related Guarantees, respectively (and are entitled to the benefits of a trust indenture that is substantially identical to the Indenture or is the Indenture and that has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest contemplated in Section 2(b) below (such new debt securities are hereinafter called “Exchange Securities”), (ii) cause the Exchange Registration Statement to become effective under the Securities Act, (iii) commence the Exchange Offer promptly after such Exchange Registration Statement has become effective, (iv) hold the Exchange Offer open for at least 20 Business Days (or longer if required by applicable law) after the date that notice of the Exchange Offer is mailed to holders of the Securities, (v) exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer and (vi) consummate the Exchange Offer on the earliest practicable date after the Exchange Registration Statement has become effective, but in no event later than 30 Business Days thereafter (such 30th Business Day being the “Consummation Date”). The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Exchange Offer will be deemed to have been “completed” only (A) if the debt securities and related guarantees received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the states of the United States of America, and (B) upon the earlier to occur of (1) the Company having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (2) the Company having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 Business Days following the commencement of the Exchange Offer. The Company and the Guarantors agree (I) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (II) to keep such Exchange Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (b), (c) and (d) hereof. The obligations of the Company and the Guarantors set forth in this Section 2(a) shall cease on the date on which the Securities become Freely Tradable.

Registration Under the Securities Act. (a) Subject to the last sentence of this Except as set forth in Section 2(a), if the Securities have not become Freely Tradable on or before the Free Trade Date2(b) below, the Company and the Guarantors Issuers agree to use all commercially reasonable efforts to (i) file under the Securities Act Act, as soon as practicable, a registration statement relating to an offer to exchange (such registration statement, the “Exchange Offer Registration Statement,” and such offer, the “Exchange Offer”) any and all of the Registrable Securities for a like aggregate principal amount of debt securities issued by Exchange Notes. The Issuers agree to use their reasonable best efforts to cause the Company and guaranteed by the Guarantors, which debt securities and guarantees are substantially identical Exchange Offer Registration Statement to the Securities and the related Guarantees, respectively (and are entitled to the benefits of a trust indenture that is substantially identical to the Indenture become or is the Indenture and that has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an be declared effective registration statement under the Securities Act and do not contain provisions for as soon as practicable after the additional interest contemplated in Section 2(b) below (such new debt securities are hereinafter called “Closing Date. The Exchange Securities”), (ii) cause the Exchange Registration Statement to become effective Offer will be registered under the Securities Act on the appropriate form and will comply with the Exchange Act, (iii) commence . The Issuers further agree to use their reasonable best efforts to complete the Exchange Offer promptly after such Exchange Registration Statement has become effective, (iv) hold not later than 450 days following the Exchange Offer open for at least 20 Business Days Closing Date (or longer if required by applicable lawsuch 450th day is not a business day, the next succeeding business day) after (the date that notice of the “Exchange Offer is mailed Date”) and to holders of the Securities, (v) exchange Exchange Securities Notes for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer and (vi) consummate Offer. The Issuers shall keep the Exchange Offer on open for a period of not less than the earliest practicable date after minimum period required under applicable United States federal and state securities laws to complete the Exchange Registration Statement has become effectiveOffer; provided, but however, that in no event later shall such period be less than 30 Business Days thereafter (such 30th Business Day being 20 business days after the “Consummation Date”). The date notice of the Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Actis mailed to holders. The Exchange Offer will be deemed to have been “completed” completed only (A) if the debt securities and related guarantees Exchange Notes received by holders holders, other than Restricted Holders Holders, in the Exchange Offer in exchange for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the states States of the United States of America, and (B) . The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (1i) the Company Issuers having exchanged the Exchange Securities Notes for all outstanding Registrable Securities pursuant to the Exchange Offer and (2ii) the Company Issuers having exchanged, pursuant to the Exchange Offer, Exchange Securities Notes for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 Business Days following the commencement of the Exchange Offer. The Company and the Guarantors Issuers agree (Ix) to include in the Exchange Offer Registration Statement a prospectus for use in any resales by any holder of Exchange Securities Notes that is a broker-dealer and identifies itself as such by written notice to the Issuers prior to the effectiveness of the Exchange Offer Registration Statement and (IIy) to keep such Exchange Offer Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Securities Notes are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Offer Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (bc), (cd) and (de) hereof. The obligations of the Company and the Guarantors set forth in this Section 2(a) shall cease on the date on which the Securities become Freely Tradable.

Registration Under the Securities Act. (a) Subject to the last sentence of this Except as set forth in Section 2(a), if the Securities have not become Freely Tradable on or before the Free Trade Date2(b) below, the Company Issuer and the Guarantors Guarantor agree to use all commercially reasonable efforts to (i) file under the Securities Act Act, as soon as practicable, but no later than 90 days after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the “Exchange Registration Statement,” ”, and such offer, the “Exchange Offer”) any and all of the Securities for a like aggregate principal amount of debt securities issued by the Company Issuer and guaranteed by the GuarantorsGuarantor, which debt securities and guarantees guarantee are substantially identical to the Securities and the related GuaranteesGuarantee, respectively (and are entitled to the benefits of a trust indenture that which is substantially identical to the Indenture or is the Indenture and that which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest contemplated in Section 2(b2(c) below (such new debt securities are hereinafter called “Exchange Securities”), (ii) . The Issuer and the Guarantor agree to use their best efforts to cause the Exchange Registration Statement to become effective under the Securities ActAct as soon as practicable, (iii) commence the Exchange Offer promptly after such Exchange Registration Statement has become effective, (iv) hold the Exchange Offer open for at least 20 Business Days (or longer if required by applicable law) but no later than 180 days after the date that notice of the Exchange Offer is mailed to holders of the Securities, (v) exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer and (vi) consummate the Exchange Offer on the earliest practicable date after the Exchange Registration Statement has become effective, but in no event later than 30 Business Days thereafter (such 30th Business Day being the “Consummation Closing Date”). The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Issuer and the Guarantor further agree to use their best efforts to commence and complete the Exchange Offer promptly, but no later than 45 days after such registration statement has become effective, hold the Exchange Offer open for at least 20 business days and exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been “completed” only (A) if the debt securities and related guarantees guarantee received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the states States of the United States of America, and (B) . The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (1i) the Company Issuer having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (2ii) the Company Issuer having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 Business Days business days following the commencement of the Exchange Offer. The Company Issuer and the Guarantors Guarantor agree (Ix) to include in the Exchange Registration Statement a prospectus Prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (IIy) to keep such Exchange Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (b5(a), (c), (d) and (de) hereof. The obligations of the Company and the Guarantors set forth in this Section 2(a) shall cease on the date on which the Securities become Freely Tradable.

Registration Under the Securities Act. (a) Subject To the extent there are any Registrable Securities outstanding 366 days after the Issue Date (which determination shall be made in the reasonable good faith judgment of the Company), the Company and the Guarantors shall use their reasonable best efforts to cause to be filed a Shelf Registration Statement providing for the sale of all the Registrable Securities by the Holders thereof and to have such Shelf Registration Statement become effective; provided that no Holder will be entitled to have any Registrable Securities included in any Shelf Registration Statement, or entitled to use the prospectus forming a part of such Shelf Registration Statement, until such Holder shall have delivered a completed and signed Notice and Questionnaire and provided such other information regarding such Holder to the last sentence Company as is contemplated by Section 3(b) hereof. In addition, the Holders of this Section 2(a)Registrable Securities are required to reasonably cooperate with the Company and the Guarantors in identifying and distinguishing the Registrable Securities from the Securities that are not Registrable Securities in order to be entitled to payment of additional interest, if any, which shall be paid in the Securities have not become Freely Tradable same manner with respect to record dates and payment dates as regular interest on or before the Free Trade Date, the Registrable Securities. The Company and the Guarantors agree to use all commercially their reasonable best efforts to (i) file under keep the Shelf Registration Statement continuously effective until the Securities Act a registration statement relating cease to an offer to exchange be Registrable Securities (such registration statement, the “Exchange Registration Statement,” and such offer, the “Exchange Offer”) any and all of the Securities for a like aggregate principal amount of debt securities issued by the Company and guaranteed by the Guarantors, which debt securities and guarantees are substantially identical to the Securities and the related Guarantees, respectively (and are entitled to the benefits of a trust indenture that is substantially identical to the Indenture or is the Indenture and that has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest contemplated in Section 2(b) below (such new debt securities are hereinafter called “Exchange Securities”), (ii) cause the Exchange Registration Statement to become effective under the Securities Act, (iii) commence the Exchange Offer promptly after such Exchange Registration Statement has become effective, (iv) hold the Exchange Offer open for at least 20 Business Days (or longer if required by applicable law) after the date that notice of the Exchange Offer is mailed to holders of the Securities, (v) exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer and (vi) consummate the Exchange Offer on the earliest practicable date after the Exchange Registration Statement has become effective, but in no event later than 30 Business Days thereafter (such 30th Business Day being the “Consummation DateShelf Effectiveness Period”). The Exchange Offer will be registered under Company and the Guarantors further agree to supplement or amend the Shelf Registration Statement, the related Prospectus and any Free Writing Prospectus if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act on the appropriate form and will comply with all applicable tender offer or by any other rules and regulations under the Exchange Act. The Exchange Offer will be deemed to have been “completed” only (A) thereunder or if the debt securities and related guarantees received reasonably requested by holders other than Restricted Holders in the Exchange Offer for a Holder of Registrable Securities are, upon receipt, transferable by each with respect to information relating to such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the states of the United States of AmericaHolder, and (B) upon to use their reasonable best efforts to cause any such amendment to become effective, if required, and such Shelf Registration Statement, Prospectus or Free Writing Prospectus, as the earlier case may be, to occur of (1) the Company having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (2) the Company having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 Business Days following the commencement of the Exchange Offerbecome usable as soon as thereafter practicable. The Company and the Guarantors agree (I) to include in furnish to the Exchange Registration Statement a prospectus for use in Participating Holders copies of any resales by any holder of Exchange Securities that is a broker-dealer and (II) to keep such Exchange Registration Statement effective for a period (supplement or amendment promptly after its being used or filed with the “Resale Period”) beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (b), (c) and (d) hereof. The obligations of the Company and the Guarantors set forth in this Section 2(a) shall cease on the date on which the Securities become Freely TradableSEC.

Registration Under the Securities Act. (a) Subject to After the last sentence consummation of this Section 2(aan Initial Public Offering, upon a written demand (each, “Shelf Demand”) of CIG (if it then is a Holder), the NBC Entities (if it then is a Holder) or the Securities have not become Freely Tradable on or before the Free Trade DateMajority Holders, the Company shall be required to file, on one and only one occasion, a Shelf Registration Statement with the Guarantors agree SEC to cover resales of the Transfer Restricted Securities. In that case, the Company will use all its commercially reasonable efforts to (i) file under the Securities Act a registration statement relating to an offer to exchange (such registration statementShelf Registration Statement as promptly as practicable, but in any event no later than the “Exchange Registration Statement,” and such offer, the “Exchange Offer”) any and all of the Securities for a like aggregate principal amount of debt securities issued by the Company and guaranteed by the Guarantors, which debt securities and guarantees are substantially identical to the Securities and the related Guarantees, respectively (and are entitled to the benefits sixtieth 60th calendar day after receipt of a trust indenture that is substantially identical to the Indenture or is the Indenture and that has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest contemplated in Section 2(b) below (such new debt securities are hereinafter called “Exchange Securities”)Shelf Demand, (ii) cause the Exchange Shelf Registration Statement to become declared effective under the Securities ActAct as soon as practicable thereafter, but in any event no later than the one hundred twentieth 120th calendar day after the receipt of a Shelf Demand and (iii) commence maintain the Exchange Offer promptly after such Exchange effectiveness of the Shelf Registration Statement has become effective, during the Shelf Effectiveness Period (iv) hold the Exchange Offer open for at least 20 Business Days (or longer if required by applicable law) after the date that notice of the Exchange Offer is mailed to holders of the Securities, (v) exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer and (vi) consummate the Exchange Offer on the earliest practicable date after the Exchange Registration Statement has become effective, but in no event later than 30 Business Days thereafter (such 30th Business Day being the “Consummation Date”defined below). The Exchange Offer will be registered under Company agrees to use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by the Securities Act on and by the appropriate form and will comply with all applicable tender offer rules and regulations under provisions of Section 3 hereof to the Exchange Act. The Exchange Offer will be deemed extent necessary to have been “completed” only ensure that (A) if it is available for resales by the debt securities Holders of Transfer Restricted Securities entitled, subject to the terms and related guarantees received by holders other than Restricted Holders in conditions hereof, to the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under benefit of this Agreement and (B) conforms with the requirements of this Agreement and the Securities Act and the Exchange Act rules and without material restrictions under the blue sky or securities laws of a substantial majority regulations of the states of the United States of AmericaSEC promulgated thereunder as announced from time to time, and (B) upon the earlier to occur of (1) the Company having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (2) the Company having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 Business Days following the commencement of the Exchange Offer. The Company and the Guarantors agree (I) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (II) to keep such Exchange Registration Statement effective for a period (the “Resale Shelf Effectiveness Period”) beginning when Exchange from the date the Shelf Registration Statement becomes effective until the date that the Notes have ceased to be Transfer Restricted Securities. The Company shall be deemed not have used its commercially reasonable efforts to keep the Shelf Registration Statement effective during the Shelf Effectiveness Period if it voluntarily takes any action that would result in Holders of Transfer Restricted Securities are first issued not being able to offer and sell such securities at any time during the Shelf Effectiveness Period, unless such action is (x) required by applicable law or otherwise undertaken by the Company in the Exchange Offer good faith and ending upon the earlier for valid business reasons (not including avoidance of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(aCompany’s obligations hereunder), including the acquisition or divestiture of assets, or (b), (cy) and (d) permitted by the second to the last paragraph of Section 3 hereof. The obligations of the Company and the Guarantors set forth in this Section 2(a) shall cease on the date on which the Securities become Freely Tradable.

Registration Under the Securities Act. (a) Subject to the last sentence of this Except as set forth in Section 2(a), if the Securities have not become Freely Tradable on or before the Free Trade Date2(b) below, the Company and the Guarantors agree to use all their respective commercially reasonable efforts to (i) file under the Securities Act a registration statement relating to an offer to exchange (such registration statement, the “Exchange Registration Statement,” ”, and such offer, the “Exchange Offer”) any and all of the Securities for a like aggregate principal amount of debt securities issued by the Company and guaranteed by the Guarantors, which debt securities and guarantees Guarantees are substantially identical to the Securities and the related Guarantees, respectively (and are entitled to the benefits of a trust indenture that which is substantially identical to the Indenture or is the Indenture and that which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain restrictions on transfer or provisions for the additional interest contemplated in Section 2(b2(c) below or the liquidated damages provided in Section 2(d) below (such new debt securities are hereinafter called “Exchange Securities”), (ii) . The Company and the Guarantors agree to use their respective commercially reasonable efforts to cause the Exchange Registration Statement to become effective under the Securities Act, (iii) commence the Exchange Offer promptly after such Exchange Registration Statement has become effective, (iv) hold the Exchange Offer open for at least 20 Business Days (or longer if required by applicable law) Act within 270 days after the date that notice of the Exchange Offer is mailed to holders of the Securities, (v) exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer and (vi) consummate the Exchange Offer on the earliest practicable date after the Exchange Registration Statement has become effective, but in no event later than 30 Business Days thereafter (such 30th Business Day being the “Consummation Closing Date”). The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Exchange Offer will be deemed Company further agrees to have been “completed” only (A) if the debt securities and related guarantees received by holders other than Restricted Holders in use its commercially reasonable efforts to commence the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and promptly after the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the states of the United States of AmericaRegistration Statement becomes effective, and (B) upon the earlier to occur of (1) the Company having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to hold the Exchange Offer and open for the period required by applicable law (2) the Company having exchanged, including pursuant to any applicable interpretation by the Exchange Offerstaff of the Commission), but in any event for at least 10 business days, and exchange the Exchange Securities for all Registrable Securities that have been properly validly tendered and not withdrawn before on or prior to the expiration of the Exchange Offer. If the Company commences the Exchange Offer, which shall the Company will be on a date that is at least 20 Business Days following entitled to close the Exchange Offer 30 business days after the commencement thereof (or at the end of such shorter period permitted by applicable law), provided that the Company has accepted all the Registrable Securities validly tendered in accordance with the terms of the Exchange Offer. The Company and the Guarantors agree (Ix) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (IIy) to keep such Exchange Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th 90th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect Each holder participating in the Exchange Offer shall be required to represent to the Company that (i) any Exchange Securities received by such holder will be acquired in the ordinary course of business, (ii) at the time of the commencement of the Exchange Offer such holder has no arrangements or understanding with any person to participate in the distribution of the Securities or the Exchange Securities within the meaning of the Securities Act, (iii) such holder is not an “affiliate,” as defined in Rule 405 of the Securities Act, of the Company, or if it is such an “affiliate,” it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable, (iv) if such holder is not a broker-dealer, that it is not engaged in, and does not intend to engage in, the distribution of the Exchange Securities, (v) if such holder is a broker-dealer, that it will receive Exchange Securities for its own account in exchange for Securities that were acquired as a result of market-making activities or other trading activities (other than Securities acquired directly from the Company or any of its affiliates) and that it will deliver a prospectus in connection with any resale of such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (b), (c) Securities and (dvi) hereof. The obligations such holder is not acting on behalf of any person who could not truthfully make the Company and the Guarantors set forth in this Section 2(a) shall cease on the date on which the Securities become Freely Tradableforegoing representations.

Registration Under the Securities Act. (a) Subject to the last sentence of this Except as set forth in Section 2(a), if the Securities have not become Freely Tradable on or before the Free Trade Date2(b) below, the Company and the Guarantors agree agrees to use all commercially its reasonable best efforts to (i) file under the Securities Act Act, as soon as practicable, but no later than 75 days after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the “"Exchange Registration Statement,” ", and such offer, the “"Exchange Offer”") any and all of the Registrable Securities for a like aggregate principal amount of debt securities issued by the Company and guaranteed by the Guarantors, which debt securities and guarantees guarantee are substantially identical to the Securities and the related Guarantees, respectively (and are entitled to the benefits of a trust indenture that which is substantially identical to the applicable Indenture or is the such Indenture and that which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for registration rights or the additional interest contemplated in Section 2(b2(c) below (such new debt securities are hereinafter called “"Exchange Securities”"), (ii) . The Company agrees to use its reasonable best efforts to cause the Exchange Registration Statement to become effective under the Securities ActAct as soon as practicable, (iii) commence the Exchange Offer promptly after such Exchange Registration Statement has become effective, (iv) hold the Exchange Offer open for at least 20 Business Days (or longer if required by applicable law) after but no later than 210 days following the date that notice of filing of the Exchange Offer is mailed to holders of the Securities, (v) exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer and (vi) consummate the Exchange Offer on the earliest practicable date after the Exchange Registration Statement has become effective, but in no event later than 30 Business Days thereafter (such 30th Business Day being the “Consummation Date”)Statement. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Company further agrees to use its reasonable best efforts to commence and complete the Exchange Offer promptly, but no later than 45 days after such registration statement has become effective, hold the Exchange Offer open for at least 30 days and exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been “"completed” " only (A) if the debt securities and related guarantees guarantee received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the states States of the United States of America, and (B) it being understood that broker-dealers receiving Exchange Notes will be subject to certain prospectus delivery requirements with respect to resale of the Exchange Notes. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (1i) the Company having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (2ii) the Company having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 Business Days 30 days following the commencement of the Exchange Offer. The Company and the Guarantors agree agrees (Ix) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (IIy) to keep such Exchange Registration Statement effective for a period (the “"Resale Period”") beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th 120th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (bc), (cd) and (de) hereof. The obligations Each holder that participates in the Exchange Offer will be required, as a condition to its participation in the Exchange Offer, to represent to the Company in writing (which may be contained in the applicable letter of transmittal) (i) that any Exchange Securities to be received by it will be acquired in the ordinary course of its business, (ii) that at the time of the commencement of the Exchange Offer such holder will have no arrangement or understanding with any Person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Securities in violation of the provisions of the Securities Act, (iii) that such holder is not an affiliate of the Company and within the Guarantors set forth in this Section 2(a) shall cease on the date on which meaning of the Securities become Freely TradableAct and (iv) that such holder is not acting on behalf of a Person who could not make the foregoing representations. In addition, each broker-dealer that will receive Exchange Securities for its own account in exchange for Securities that were acquired as a result of market-making or other trading activities will be required to represent that the Securities being tendered by such broker-dealer were acquired in ordinary trading or market-making activities. A broker-dealer that is not able to make the foregoing representation will not be permitted to participate in the Exchange Offer.

Registration Under the Securities Act. (a) Subject to the last sentence of this Except as set forth in Section 2(a), if the Securities have not become Freely Tradable on or before the Free Trade Date2(b) below, the Company and the Guarantors agree to use all commercially reasonable efforts to (i) file under the Securities Act a registration statement relating to an offer to exchange (such registration statement, the “Exchange Registration Statement,” ”, and such offer, the “Exchange Offer”) any and all of the Securities for a like aggregate principal amount of debt securities issued by the Company and guaranteed by the Guarantors, which debt securities and guarantees are substantially identical to the Securities and the related Guarantees, respectively (and are entitled to the benefits of a trust indenture that is substantially identical to the Indenture or is the Indenture and that has been qualified under the Trust Indenture ActIndenture), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest Special Interest contemplated in Section 2(b2(c) below (such new debt securities are hereinafter called “Exchange Securities”), (ii) . The Company and the Guarantors agree to use all commercially reasonable efforts to cause the Exchange Registration Statement to become effective under the Securities Act, (iii) commence the Exchange Offer promptly after such Exchange Registration Statement has become effective, (iv) hold the Exchange Offer open for at least 20 Business Days (or longer if required by applicable law) after the date that notice of the Exchange Offer is mailed to holders of the Securities, (v) exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer and (vi) consummate the Exchange Offer on the earliest practicable date after the Exchange Registration Statement has become effective, but in no event later than 30 Business Days thereafter (such 30th Business Day being the “Consummation Date”). The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. Unless the Exchange Offer would not be permitted by applicable law or Commission policy, the Company further agrees to use all commercially reasonable efforts to (i) commence the Exchange Offer promptly (but no later than 10 Business Days) following the Effective Time of such Exchange Registration Statement, (ii) hold the Exchange Offer open for at least 20 Business Days in accordance with Regulation 14E promulgated by the Commission under the Exchange Act and (iii) exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn promptly following the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been “completed” only (Ai) if the debt securities and related guarantees received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the states States of the United States of America, America and (Bii) upon the earlier to occur of (1) the Company having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (2) the Company having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 and not more than 30 Business Days following the commencement of the Exchange Offer. The Company and the Guarantors agree (Ix) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (IIy) to keep such Exchange Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections Subsections 6(a), (bc), (cd) and (d) hereof. The obligations of the Company and the Guarantors set forth in this Section 2(a) shall cease on the date on which the Securities become Freely Tradablee)(4).

Registration Under the Securities Act. (a) Subject to the last sentence of this Except as set forth in Section 2(a), if the Securities have not become Freely Tradable on or before the Free Trade Date2(b) below, the Company and the Guarantors agree agrees to use all commercially reasonable efforts to (i) file under the Securities Act Act, as soon as practicable, but no later than 60 days after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the “"Exchange Registration Statement,” ", and such offer, the “"Exchange Offer”") any and all of the Securities for a like aggregate principal amount of debt securities issued by the Company and guaranteed by the GuarantorsCompany, which debt securities and guarantees are substantially identical to the Securities and the related Guarantees, respectively (and are entitled to the benefits of a trust indenture that which is substantially identical to the Indenture or is the Indenture and that which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest contemplated in Section 2(b2(c) below (such new debt securities are hereinafter called “"Exchange Securities”"), (ii) . The Company agrees to use its best efforts to cause the Exchange Registration Statement to become effective under the Securities ActAct as soon as practicable, (iii) commence the Exchange Offer promptly after such Exchange Registration Statement has become effective, (iv) hold the Exchange Offer open for at least 20 Business Days (or longer if required by applicable law) but no later than 180 days after the date that notice of the Exchange Offer is mailed to holders of the Securities, (v) exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer and (vi) consummate the Exchange Offer on the earliest practicable date after the Exchange Registration Statement has become effective, but in no event later than 30 Business Days thereafter (such 30th Business Day being the “Consummation Closing Date”). The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Company further agrees to use its best efforts to commence and complete the Exchange Offer promptly, but no later than 45 days after such registration statement has become effective, hold the Exchange Offer open for at least 30 days and exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been “"completed” " only (A) if the debt securities and related guarantees received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the states States of the United States of America, and (B) . The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (1i) the Company having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (2ii) the Company having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 Business Days 30 days following the commencement of the Exchange Offer. The Company and the Guarantors agree agrees (Ix) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (IIy) to keep such Exchange Registration Statement effective for a period (the “"Resale Period”") beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (bc), (cd) and (de) hereof. The obligations of the Company and the Guarantors set forth in this Section 2(a) shall cease on the date on which the Securities become Freely Tradable.

Registration Under the Securities Act. (a) Subject to the last sentence of this Except as set forth in Section 2(a), if the Securities have not become Freely Tradable on or before the Free Trade Date2(b) below, the Company and the Guarantors agree agrees to use all commercially reasonable efforts to (i) file under the Securities Act Act, no later than 90 days after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the “Exchange Registration Statement,” ”, and such offer, the “Exchange Offer”) any and all of the Securities for a like aggregate principal amount of debt securities issued by the Company and guaranteed by the GuarantorsCompany, which debt securities and guarantees are substantially identical to the Securities and the related Guarantees, respectively (and are entitled to the benefits of a trust indenture that which is substantially identical to the Indenture or is the Indenture and that which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest contemplated in Section 2(b2(c) below (such new debt securities are hereinafter called “Exchange Securities”), (ii) . The Company agrees to use its reasonable best efforts to cause the Exchange Registration Statement to become effective under the Securities Act, (iii) commence the Exchange Offer promptly after such Exchange Registration Statement has become effective, (iv) hold the Exchange Offer open for at least 20 Business Days (or longer if required by applicable law) Act no later than 180 days after the date that notice of the Exchange Offer is mailed to holders of the Securities, (v) exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer and (vi) consummate the Exchange Offer on the earliest practicable date after the Exchange Registration Statement has become effective, but in no event later than 30 Business Days thereafter (such 30th Business Day being the “Consummation Closing Date”). The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Company further agrees to use its reasonable best efforts to commence and complete the Exchange Offer no later than 45 days after such registration statement has become effective, hold the Exchange Offer open for at least 30 days and exchange the Exchange Securities for all Registrable Securities that may legally be exchanged in the Exchange Offer and that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been “completed” only (A) if the debt securities and related guarantees received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act (except for the requirement to deliver a prospectus included in the Exchange Offer Registration Statement applicable to resales by certain broker-dealers of Exchange Securities received by them pursuant to the Exchange Offer) and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the states of the United States of America, and (B) Act. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (1i) the Company having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (2ii) the Company having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that may legally be exchanged in the Exchange Offer and that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 Business Days 30 days following the commencement of the Exchange Offer. The Company and the Guarantors agree agrees (Ix) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer eligible under Commission interpretations as of the date hereof to use such a prospectus for such resales and (IIy) to keep such Exchange Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (bc), (cd) and (de) hereof. The obligations of the Company and the Guarantors set forth in this Section 2(a) shall cease on the date on which the Securities become Freely Tradable.

Registration Under the Securities Act. (a) Subject to the last sentence of this Except as set forth in Section 2(a), if the Securities have not become Freely Tradable on or before the Free Trade Date2(b) below, the Company and the Guarantors agree to use all commercially reasonable their best efforts to (i) file under the Securities Act a registration statement as soon as practicable after the Closing Date, but in no event later than 120 days after such date, an Exchange Offer Registration Statement relating to an offer by the Company and the Guarantors to exchange (such registration statement, the “Exchange Registration Statement,” and such offer, the “"Exchange Offer”") (i) any and all of the Securities Notes for a like aggregate principal amount of debt securities notes issued by the Company Company, which notes are identical in all material respects to the Notes (the "Exchange Notes"), except that the Exchange Notes have been registered pursuant to an effective registration statement under the Securities Act, do not contain restrictions on transfers (except as they may be held by Restricted Holders) and guaranteed provide for the additional interest contemplated in Section 2(d) below for any periods before such exchange and (ii) any and all of the Guarantees for like guarantees by the Guarantors, which debt securities and guarantees are substantially identical to the Securities Guarantees (the "Exchange Guarantees," and together with the related GuaranteesExchange Notes, respectively (and are entitled to the benefits of a trust indenture that is substantially identical to the Indenture or is the Indenture and that has been qualified under the Trust Indenture Act), "Exchange Securities") except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for restrictions on transfers. The Company and the additional interest contemplated in Section 2(b) below (such new debt securities are hereinafter called “Exchange Securities”), (ii) Guarantors agree to use their best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act, (iii) commence the Exchange Offer promptly after such Exchange Registration Statement has become effective, (iv) hold the Exchange Offer open for at least 20 Business Days (or longer if required by applicable law) Act as soon as practicable after the date that notice filing of the Exchange Offer is mailed to holders of the Securities, (v) exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer and (vi) consummate the Exchange Offer on the earliest practicable date after the Exchange Registration Statement has become effective, but in no event later than 30 Business Days thereafter (such 30th Business Day being 180 days after the “Consummation Closing Date”). The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer and other rules and regulations under the Exchange Act. The Company and the Guarantors further agree to use their best efforts to commence and consummate the Exchange Offer promptly after the Exchange Offer Registration Statement has become effective, hold the Exchange Offer open for not less than 20 Business Days (or longer, if required by applicable law) after the date notice of the Exchange Offer has been mailed to Holders and exchange Exchange Securities for all Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer and to consummate such Exchange Offer within 210 days after the Closing Date. The Exchange Offer will be deemed to have been “completed” completed only (A) if the debt securities and related guarantees Exchange Securities received by holders Holders other than Restricted Holders in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder Holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the states States of the United States of America, and (B) . The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (1) Company and the Company having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (2) the Company Guarantors having exchanged, pursuant to the Exchange Offer, the Exchange Securities for all Registrable Securities that have been outstanding Securities, pursuant to the Exchange Offer, properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least not less than 20 Business Days (or longer, if required by applicable law) following the commencement of the Exchange Offer. The Company and the Guarantors agree (I) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (II) to keep such Exchange Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Securities are first issued in shall commence the Exchange Offer by mailing the related exchange offer Prospectus and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect accompanying documents to each Holder stating, in addition to such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (b), (c) and (d) hereof. The obligations of the Company and the Guarantors set forth in this Section 2(a) shall cease on the date on which the Securities become Freely Tradable.other disclosures as are required by applicable law:

Registration Under the Securities Act. (a) Subject to the last sentence of this Except as set forth in Section 2(a), if the Securities have not become Freely Tradable on or before the Free Trade Date2(b) below, the Company and the Guarantors agree agrees to use all its commercially reasonable efforts to (i) file under the Securities Act a registration statement relating to an offer to exchange (such registration statement, the “Exchange Registration Statement,” and such offer, the “Exchange Offer”) any and all of the Securities for a like aggregate principal amount of debt securities issued by the Company and guaranteed by the Guarantors, which debt securities and guarantees are substantially identical to the Securities and the related Guarantees, respectively (and are entitled to the benefits of a trust indenture that which is substantially identical to the Indenture or is the Indenture and that which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and Act, do not contain restrictions on transfer, do not contain provisions for the additional interest contemplated in Section 2(b2(c) below below, do not contain provisions for the liquidated damages provided in Section 2(d) below, will bear a different CUSIP or ISIN number from the Notes, will not entitle their holders to registration rights, and will be subject to terms relating to book-entry procedures and administrative terms relating to transfers that differ from those of the Notes (such new debt securities are hereinafter called “Exchange Securities”), (ii) . The Company agrees to use its commercially reasonable efforts to cause the Exchange Registration Statement to become effective under the Securities Act, (iii) commence Act within 365 days following the Exchange Offer promptly after such Exchange Registration Statement has become effective, (iv) hold the Exchange Offer open for at least 20 Business Days (or longer if required by applicable law) after the date that notice of the Exchange Offer is mailed to holders of the Securities, (v) exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer and (vi) consummate the Exchange Offer on the earliest practicable date after the Exchange Registration Statement has become effective, but in no event later than 30 Business Days thereafter (such 30th Business Day being the “Consummation Closing Date”). The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Exchange Offer will be deemed Company further agrees to have been “completed” only (A) if the debt securities and related guarantees received by holders other than Restricted Holders in use its commercially reasonable efforts to commence the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and promptly after the Exchange Act and without material restrictions under Registration Statement becomes effective, hold the blue sky or securities laws of a substantial majority Exchange Offer open for the period required by applicable law (including pursuant to any applicable interpretation by the staff of the states of the United States of AmericaCommission), but in any event for at least 10 business days, and (B) upon the earlier to occur of (1) the Company having exchanged exchange the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (2) the Company having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly validly tendered and not withdrawn before on or prior to the expiration of the Exchange Offer. If the Company commences the Exchange Offer, which shall the Company will be on a date that is at least 20 Business Days following entitled to close the Exchange Offer 30 days after the commencement thereof (or at the end of such shorter period permitted by applicable law; provided that such period shall not, in any case, be less than 10 business days), provided that the Company has accepted all the Securities validly tendered in accordance with the terms of the Exchange Offer. The Company and the Guarantors agree agrees (Ix) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (IIy) to keep such Exchange Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th 90th day after the Exchange Offer has been completed or and such time as such broker-dealers no longer own any Registrable Securities. With respect Each holder participating in the Exchange Offer shall be required to represent to the Company that (i) any Exchange Securities received by such holder will be acquired in the ordinary course of business, (ii) such holder has no arrangement or understanding with any person to participate in the distribution of the Securities or the Exchange Securities, (iii) such holder is not an “affiliate,” as defined in Rule 405, of the Company, (iv) if such holder is not a broker-dealer, that it is not engaged in, and does not intend to engage in, the distribution of the Exchange Securities, (v) if such holder is a broker-dealer, that it will receive Exchange Securities for its own account in exchange for Securities that were acquired as a result of market making activities or other trading activities and, that it will deliver a prospectus in connection with any resale of such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (b), (c) Securities and (dvi) hereof. The obligations such holder is not acting on behalf of any person who could not truthfully make the Company and the Guarantors set forth in this Section 2(a) shall cease on the date on which the Securities become Freely Tradableforegoing representations.

Registration Under the Securities Act. (a) Subject to To the last sentence extent not prohibited by any applicable law or applicable interpretations of this the staff of the SEC and except in the circumstances contemplated by Section 2(a), if the Securities have not become Freely Tradable on or before the Free Trade Date2(b)(i) below, the Company and the Guarantors agree to Guarantor shall use all commercially their reasonable best efforts to (i) file under cause to be filed with the Securities Act a registration statement relating to SEC an Exchange Offer Registration Statement covering an offer to the Holders to exchange (such registration statement, all the “Registrable Notes for Exchange Registration Statement,” and such offer, Notes as soon as practicable following the “Exchange Offer”) any and all filing of the Securities for a like aggregate principal amount of debt securities issued by the Company and guaranteed by the Guarantors, which debt securities and guarantees are substantially identical to the Securities and the related Guarantees, respectively (and are entitled to the benefits of a trust indenture that is substantially identical to the Indenture or is the Indenture and that has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions Company’s annual report on Form 20-F for the additional interest contemplated in Section 2(b) below (such new debt securities are hereinafter called “Exchange Securities”)year ended December 31, 2003, (ii) cause the such Exchange Offer Registration Statement to become be declared effective under by the Securities ActSEC as soon as practicable following filing with the SEC, and (iii) have such Registration Statement remain effective until the earlier of (A) 120 days after the closing of the Exchange Offer and (B) such time as all Participating Broker-Dealers no longer own any Registrable Notes. The Company and the Guarantor shall commence the Exchange Offer promptly after such Exchange Registration Statement has become effective, (iv) hold the Exchange Offer open for at least 20 Business Days (or longer if required Registration Statement is declared effective by applicable law) after the date that notice of SEC and use their reasonable best efforts to complete the Exchange Offer is mailed to holders not later than 60 days after such effective date. For purposes of the Securitiesthis Agreement, (v) exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer and (vi) consummate the Exchange Offer on the earliest practicable date after the Exchange Registration Statement has become effective, but in no event later than 30 Business Days thereafter (such 30th Business Day being the “Consummation Date”). The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Exchange Offer will shall be deemed to have been “completed” only (A) if the debt securities and related guarantees received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the states of the United States of America, and (B) completed upon the earlier to occur of (1i) the Company and the Guarantor having exchanged the Exchange Securities Notes for all outstanding Registrable Securities Notes (other than those held by Holders that are ineligible to participate in the Exchange Offer) pursuant to the Exchange Offer and (2ii) the Company and the Guarantor having exchanged, pursuant to the Exchange Offer, Exchange Securities Notes for all Registrable Securities Notes that have been properly tendered and not withdrawn before the expiration of the Exchange Offer; provided, which however, that the Company and the Guarantor may, in their discretion, accept tenders of Registrable Notes for Exchange Notes subsequent to the date the Company and the Guarantor consummate the Exchange Offer with respect to Registrable Notes tendered as of the date of initial consummation, and the Exchange Offer shall be on a date that is at least 20 Business Days following the commencement deemed to have been consummated notwithstanding any such extension of the Exchange Offertender period. The Company and the Guarantors agree (I) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (II) to keep such Exchange Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Securities are first issued in Guarantor shall commence the Exchange Offer by mailing the related Prospectus, appropriate letters of transmittal and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect other accompanying documents to each Holder stating, in addition to such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (b), (c) and (d) hereof. The obligations of the Company and the Guarantors set forth in this Section 2(a) shall cease on the date on which the Securities become Freely Tradable.other disclosures as are required by applicable law:

Registration Under the Securities Act. (a) Subject to the last sentence of this Except as set forth in Section 2(a), if the Securities have not become Freely Tradable on or before the Free Trade Date2(b) below, the Company Issuers and the Guarantors Guarantor agree to use all commercially reasonable efforts to (i) file under the Securities Act Act, as soon as practicable a registration statement relating to an offer to exchange (such registration statement, the “Exchange Offer Registration Statement,” ”, and such offer, the “Exchange Offer”) any and all of the Securities Notes for a like aggregate principal amount of debt securities notes issued by the Company and guaranteed by the GuarantorsIssuers, which debt securities and guarantees notes are substantially identical in all material respects to the Securities and the related Guarantees, respectively Notes (and are entitled to the benefits of a trust indenture that is substantially identical to the Indenture or is the Indenture and that has been which shall be qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest contemplated in Section 2(b2(c) below (such new debt securities are notes hereinafter called “Exchange SecuritiesNotes”), (ii) . The Issuers and the Guarantor agree to use their reasonable best efforts to cause the Exchange Offer Registration Statement to become or be declared effective under the Securities Act as soon as practicable after the Closing Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with the Exchange Act, (iii) commence . The Issuers and the Guarantor further agree to use their reasonable best efforts to complete the Exchange Offer promptly after such Exchange Registration Statement has become effective, (iv) hold not later than 365 days following the Exchange Offer open for at least 20 Business Days Closing Date (or longer if required by applicable lawsuch 365th day is not a business day, the next succeeding business day) after (the date that notice of the “Exchange Offer is mailed Date”) and to holders of the Securities, (v) exchange Exchange Securities Notes for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer Offer. The Issuers and (vi) consummate the Guarantor shall keep the Exchange Offer on open for a period of not less than the earliest practicable date after minimum period required under applicable United States federal and state securities laws to complete the Exchange Registration Statement has become effectiveOffer; provided, but however, that in no event later shall such period be less than 30 Business Days thereafter (such 30th Business Day being 20 business days after the “Consummation Date”). The date notice of the Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Actis mailed to holders. The Exchange Offer will be deemed to have been “completed” completed only (A) if the debt securities and related guarantees Exchange Notes received by holders holders, other than Restricted Holders Holders, in the Exchange Offer in exchange for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the states States of the United States of America, and (B) . The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (1i) the Company Issuers having exchanged the Exchange Securities Notes for all outstanding Registrable Securities pursuant to the Exchange Offer and (2ii) the Company Issuers having exchanged, pursuant to the Exchange Offer, Exchange Securities Notes for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 Business Days following the commencement of the Exchange Offer. The Company Issuers and the Guarantors Guarantor agree (Ix) to include in the Exchange Offer Registration Statement a prospectus for use in any resales by any holder of Exchange Securities Notes that is a broker-dealer and identifies itself as such by written notice to the Issuers and (IIy) to keep such Exchange Offer Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Securities Notes are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Offer Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (bc), (cd) and (de) hereof. The obligations of the Company and the Guarantors set forth in this Section 2(a) shall cease on the date on which the Securities become Freely Tradable.

Registration Under the Securities Act. (a) Subject to the last sentence of this Except as set forth in Section 2(a), if the Securities have not become Freely Tradable on or before the Free Trade Date2(b) below, the Company and the Guarantors agree to use all commercially reasonable efforts to (i) file under the Securities Act Act, within 210 days after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the “Exchange Registration Statement,” and such offer, the “Exchange Offer”) any and all of the Securities for a like aggregate principal amount of debt securities issued by the Company and guaranteed by the Guarantors, which debt securities and guarantees are will be substantially identical to the Securities and the related Guarantees, respectively (and are entitled to the benefits of a trust indenture that is substantially identical to the Indenture or is the Indenture and that has been qualified under the Trust Indenture ActIndenture), except that they have been registered pursuant to an effective registration statement under the Securities Act and do will not contain provisions for the additional interest Special Interest contemplated in Section 2(b2(c) below (such new debt securities are hereinafter called “Exchange Securities”), (ii) . The Company and the Guarantors agree to use commercially reasonable efforts to cause the Exchange Registration Statement to become be declared effective by the Commission under the Securities Act, (iii) commence the Exchange Offer promptly after such Exchange Registration Statement has become effective, (iv) hold the Exchange Offer open for at least 20 Business Days (or longer if required by applicable law) Act no later than 270 days after the date that notice of the Exchange Offer is mailed to holders of the Securities, (v) exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer and (vi) consummate the Exchange Offer on the earliest practicable date after the Exchange Registration Statement has become effective, but in no event later than 30 Business Days thereafter (such 30th Business Day being the “Consummation Closing Date”). The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. Unless the Exchange Offer would not be permitted by applicable law or Commission policy, the Company further agrees to use commercially reasonable efforts to (i) commence the Exchange Offer promptly (but no later than 10 Business Days) following the Effective Time of such Exchange Registration Statement, (ii) hold the Exchange Offer open for at least 20 Business Days in accordance with Regulation 14E promulgated by the Commission under the Exchange Act and (iii) exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn promptly following the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been “completed” only (Ai) if the debt securities and related guarantees received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the states of the United States of America, and (Bii) upon the earlier to occur of (1) the Company having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (2) the Company having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 and not more than 30 Business Days following the commencement of the Exchange Offer. The Company and the Guarantors agree agree, that upon request, they will (Ix) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (IIy) to keep such Exchange Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections Subsections 6(a), (bc), (cd) and (d) hereof. The obligations of the Company and the Guarantors set forth in this Section 2(a) shall cease on the date on which the Securities become Freely Tradablee).

Registration Under the Securities Act. (a) Subject to To the last sentence extent not prohibited by any applicable law or applicable interpretations of this the staff of the SEC and except in the circumstances contemplated by Section 2(a), if the Securities have not become Freely Tradable on or before the Free Trade Date2(b)(i) below, the Company and the Guarantors agree to Guarantor shall use all commercially their reasonable best efforts to (i) file under cause to be filed with the Securities Act a registration statement relating to SEC an Exchange Offer Registration Statement covering an offer to the Holders to exchange (such registration statement, all the “Registrable Notes for Exchange Registration Statement,” and such offer, Notes as soon as practicable following the “Exchange Offer”) any and all of the Securities for a like aggregate principal amount of debt securities issued by the Company and guaranteed by the Guarantors, which debt securities and guarantees are substantially identical to the Securities and the related Guarantees, respectively (and are entitled to the benefits of a trust indenture that is substantially identical to the Indenture or is the Indenture and that has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest contemplated in Section 2(b) below (such new debt securities are hereinafter called “Exchange Securities”)Closing Date, (ii) cause the such Exchange Offer Registration Statement to become effective under the Securities ActAct as soon as practicable following filing with the SEC, and (iii) have such Registration Statement remain effective until the earlier of (A) 120 days after the closing of the Exchange Offer and (B) such time as all Participating Broker-Dealers no longer own any Registrable Notes. The Company and the Guarantor shall commence the Exchange Offer promptly after such Exchange Registration Statement has become effective, (iv) hold the Exchange Offer open for at least 20 Business Days (or longer if required Registration Statement is declared effective by applicable law) after the date that notice of SEC and use their reasonable best efforts to complete the Exchange Offer is mailed to holders not later than 60 days after such effective date. For purposes of the Securitiesthis Agreement, (v) exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer and (vi) consummate the Exchange Offer on the earliest practicable date after the Exchange Registration Statement has become effective, but in no event later than 30 Business Days thereafter (such 30th Business Day being the “Consummation Date”). The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Exchange Offer will shall be deemed to have been “completed” only (A) if the debt securities and related guarantees received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the states of the United States of America, and (B) completed upon the earlier to occur of (1i) the Company and the Guarantor having exchanged the Exchange Securities Notes for all outstanding Registrable Securities Notes (other than those held by Holders that are ineligible to participate in the Exchange Offer) pursuant to the Exchange Offer and (2ii) the Company and the Guarantor having exchanged, pursuant to the Exchange Offer, Exchange Securities Notes for all Registrable Securities Notes that have been properly tendered and not withdrawn before the expiration of the Exchange Offer; provided, which however, that the Company and the Guarantor may, in their discretion, accept tenders of Registrable Notes for Exchange Notes subsequent to the date the Company and the Guarantor consummate the Exchange Offer with respect to Registrable Notes tendered as of the date of initial consummation, and the Exchange Offer shall be on a date that is at least 20 Business Days following the commencement deemed to have been consummated notwithstanding any such extension of the Exchange Offertender period. The Company and the Guarantors agree (I) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (II) to keep such Exchange Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Securities are first issued in Guarantor shall commence the Exchange Offer by mailing the related Prospectus, appropriate letters of transmittal and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect other accompanying documents to each Holder stating, in addition to such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (b), (c) and (d) hereof. The obligations of the Company and the Guarantors set forth in this Section 2(a) shall cease on the date on which the Securities become Freely Tradable.other disclosures as are required by applicable law:

Registration Under the Securities Act. (a) Subject to the last sentence of this Except as set forth in Section 2(a), if the Securities have not become Freely Tradable on or before the Free Trade Date2(b) below, the Company and the Guarantors agree Issuer agrees to use all commercially reasonable efforts to (i) file under the Securities Act Act, to the extent not prohibited by any applicable law or applicable interpretations of the Commission, no later than 18 months after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the “Exchange Registration Statement,” and such offer, the “Exchange Offer”) any and all of the Securities for a like aggregate principal amount of debt securities issued by the Company Issuer and guaranteed by the Guarantors, which debt securities and guarantees guarantee are substantially identical to the Securities and the related GuaranteesGuarantee, respectively (and are entitled to the benefits of a trust indenture that is substantially identical to the Indenture or is the Indenture and that has been qualified under the Trust Indenture ActIndenture), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain restrictions on transfer or provisions for the additional interest contemplated in Section 2(b2(c) below (such new debt securities are hereinafter called “Exchange Securities”), (ii) . The Issuer agrees to use all commercially reasonable efforts to cause the Exchange Registration Statement to become effective under the Securities Act, (iii) commence Act no later than 21 months after the Exchange Offer promptly after such Exchange Registration Statement has become effective, (iv) hold the Exchange Offer open for at least 20 Business Days Closing Date (or longer if required by applicable law) 2 years after the date that notice of the Exchange Offer is mailed to holders of the Securities, (v) exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer and (vi) consummate the Exchange Offer on the earliest practicable date after Closing Date if the Exchange Registration Statement has become effective, but in no event later than 30 Business Days thereafter (such 30th Business Day being is subject to review by the “Consummation Date”Commission). The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. Unless the Exchange Offer would not be permitted by applicable law or Commission policy, the Issuer further agrees to use all commercially reasonable efforts to (i) commence the Exchange Offer promptly following the Effective Time of such Exchange Registration Statement, (ii) hold the Exchange Offer open for at least 20 Business Days in accordance with Regulation 14E promulgated by the Commission under the Exchange Act and (iii) exchange Exchange Securities for all Registrable Securities that have been validly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been “completed” only if (Ai) if the debt securities and related guarantees guarantee to be received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities arewill be, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the states such jurisdictions of the United States of America, and (B) upon the earlier as are necessary to occur of (1) the Company having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to consummate the Exchange Offer and (2ii) the Company having Issuer shall have exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which . The Issuer shall be on keep the Exchange Offer open until a date that is at least 20 30 Business Days following the commencement of the Exchange Offer. The Company and the Guarantors agree Issuer agrees (Ix) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (IIy) to keep such Exchange Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th 90th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (b), (c) and (d) hereof. The obligations of the Company and the Guarantors set forth in this Section 2(a) shall cease on the date on which the Securities become Freely Tradable.

Registration Under the Securities Act. (a) Subject to the last sentence of this Except as set forth in Section 2(a), if the Securities have not become Freely Tradable on or before the Free Trade Date2(b) below, the Company and the Guarantors Issuers agree to use all commercially reasonable efforts to (i) file under the Securities Act a Act, one or more registration statement statements relating to an offer to exchange (such registration statementstatements, together, the “Exchange Registration Statement,” and such offer, the “Exchange Offer”) any and all of the Securities for a like aggregate principal amount of debt securities issued by the Company Issuers and guaranteed by the Guarantors, which debt securities and guarantees are substantially identical to the Securities and the related Guarantees, respectively (and are entitled to the benefits of a trust indenture that which is substantially identical to the Indenture or is the Indenture and that which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest Additional Interest contemplated in Section 2(b2(d) below (such new debt securities are hereinafter called “Exchange Securities”), (ii) . The Issuers agree to use all commercially reasonable efforts to cause the Exchange Registration Statement to become effective under the Securities Act, (iii) commence the Exchange Offer promptly after such Exchange Registration Statement has become effective, (iv) hold the Exchange Offer open for at least 20 Business Days (or longer if required by applicable law) Act no later than 360 days after the date that notice of the Exchange Offer is mailed to holders of the Securities, (v) exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer and (vi) consummate the Exchange Offer on the earliest practicable date after the Exchange Registration Statement has become effective, but in no event later than 30 Business Days thereafter (such 30th Business Day being the “Consummation Issue Date”). The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. Unless the Exchange Offer would not be permitted by applicable law or Commission policy, the Issuers further agree to use all commercially reasonable efforts to (i) commence the Exchange Offer promptly following the Effective Time of such Exchange Registration Statement, (ii) hold the Exchange Offer open for at least 20 Business Days in accordance with Regulation 14E promulgated by the Commission under the Exchange Act, or longer, if required by the federal securities laws and (iii) exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn promptly following the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been “completed” only if: (Ai) if the debt securities Exchange Securities and related guarantees received by holders holders, other than Restricted Holders Holders, in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the states States of the United States of America, America and (Bii) upon the earlier to occur of (1) the Company having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (2) the Company Issuers having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 Business Days following the commencement of the Exchange Offer. The Company and the Guarantors Issuers agree (Ix) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (IIy) to keep such Exchange Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th 90th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections Subsections 6(a), (be), (cf) and (d) hereof. The obligations of the Company and the Guarantors set forth in this Section 2(a) shall cease on the date on which the Securities become Freely Tradableg).

Registration Under the Securities Act. (a) Subject Except as set forth in Section 2(b) below, and to the last sentence extent there are Registrable Securities outstanding on the fifth Business Day after the one year anniversary of this Section 2(a), if the Securities have not become Freely Tradable on or before the Free Trade Closing Date, the Company and the Guarantors agree to use all commercially reasonable efforts to (i) file under the Securities Act a registration statement relating to an offer to exchange (such registration statement, the “Exchange Registration Statement,” ”, and such offer, the “Exchange Offer”) any and all of the Securities for a like aggregate principal amount of debt securities issued by the Company and guaranteed by the Guarantors, which debt securities and guarantees are substantially identical to the Securities and the related Guarantees, respectively (and are entitled to the benefits of a trust indenture that is substantially identical to the Indenture or is the Indenture and that has been qualified under the Trust Indenture ActIndenture), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest Special Interest contemplated in Section 2(b2(c) below (such new debt securities are hereinafter called “Exchange Securities”), (ii) . The Company and the Guarantors agree to use all commercially reasonable efforts to cause the Exchange Registration Statement to become effective under the Securities Act, (iii) commence Act as promptly as practicable and no later than 45 calendar days after the Exchange Offer promptly after Effective Time of such Exchange Registration Statement has become effective, (iv) hold the Exchange Offer open for at least 20 Business Days (or longer if required by applicable law) after the date that notice of the Exchange Offer is mailed to holders of the Securities, (v) exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer and (vi) consummate the Exchange Offer on the earliest practicable date after the Exchange Registration Statement has become effective, but in no event later than 30 Business Days thereafter (such 30th Business Day being the “Consummation Date”)Statement. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. Unless the Exchange Offer would not be permitted by applicable law or Commission policy, the Company further agrees to use all commercially reasonable efforts to (i) commence the Exchange Offer promptly following the Effective Time of such Exchange Registration Statement, (ii) hold the Exchange Offer open for at least 30 calendar days in accordance with Regulation 14E promulgated by the Commission under the Exchange Act and (iii) exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn promptly following the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been “completed” only (Ai) if the debt securities and related guarantees received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the states States of the United States of America, America and (Bii) upon the earlier to occur of (1) the Company having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (2) the Company having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 Business Days 30 calendar days following the commencement of the Exchange Offer. The Company and the Guarantors agree (Ix) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (IIy) to keep such Exchange Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th 90th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections Subsections 6(a), (bc), (cd) and (d) hereof. The obligations of the Company and the Guarantors set forth in this Section 2(a) shall cease on the date on which the Securities become Freely Tradablee).

Registration Under the Securities Act. (a) Subject to the last sentence of this Section 2(a), if the Securities have not become Freely Tradable on or before the Free Trade Date, the Company and the Guarantors agree agrees to use all commercially reasonable efforts to (i) file under the Securities Act a registration statement relating to an offer to exchange (such registration statement, the “Exchange Registration Statement,” and such offer, the “Exchange Offer”) any and all of the Securities for a like aggregate principal amount of debt securities issued by the Company and guaranteed by the GuarantorsCompany, which debt securities and guarantees are substantially identical to the Securities and the related Guarantees, respectively (and are entitled to the benefits of a trust indenture that is substantially identical to the Indenture or is the Indenture and that has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest contemplated in Section 2(b) below (such new debt securities are hereinafter called “Exchange Securities”), (ii) cause the Exchange Registration Statement to become effective under the Securities Act, (iii) commence the Exchange Offer promptly after such Exchange Registration Statement has become effective, (iv) hold the Exchange Offer open for at least 20 Business Days (or longer if required by applicable law) after the date that notice of the Exchange Offer is mailed to holders of the Securities, (v) exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer and (vi) consummate the Exchange Offer on the earliest practicable date after the Exchange Registration Statement has become effective, but in no event later than 30 Business Days thereafter (such 30th Business Day being the “Consummation Date”). The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Exchange Offer will be deemed to have been “completed” only (A) if the debt securities and related guarantees received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the states of the United States of America, and (B) upon the earlier to occur of (1) the Company having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (2) the Company having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 Business Days following the commencement of the Exchange Offer. The Company and the Guarantors agree agrees (I) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (II) to keep such Exchange Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (b), (c) and (d) hereof. The obligations of the Company and the Guarantors set forth in this Section 2(a) shall cease on the date on which the Securities become Freely Tradable.

Registration Under the Securities Act. (a) Subject to the last sentence of this Section 2(a), if the Securities have not become Freely Tradable on or before the Free Trade Date, the The Company and the Guarantors agree to use all commercially reasonable efforts to (i) shall file under the Securities Act Act, a “shelf” registration statement relating providing for the registration of, and the resale on a continuous or delayed basis by, each Electing Holder of all of the Registrable Securities then held by such Electing Holder, pursuant to an offer to exchange Rule 415 or any similar rule that may be adopted by the Commission (each such filing, the “Shelf Registration” and each such registration statement, the “Exchange Shelf Registration Statement,” and ”), as follows: (x) with respect to the Purchased Shares, the Company shall file a Shelf Registration Statement no later than the Closing Date (as defined in the Purchase Agreement), (y) with respect to the Price Protection Shares, if applicable, the Company shall file a Shelf Registration Statement no later than five (5) Business Days after the date of issuance of the Price Protection Shares (such offerfiling date, the “Exchange OfferPrice Protection Share Filing Date”) any and all of (z) with respect to the Securities for a like aggregate principal amount of debt securities issued by Option Shares, if applicable, the Company and guaranteed by the Guarantors, which debt securities and guarantees are substantially identical to the Securities and the related Guarantees, respectively (and are entitled to the benefits of shall file a trust indenture that is substantially identical to the Indenture or is the Indenture and that has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest contemplated in Section 2(b) below (such new debt securities are hereinafter called “Exchange Securities”), (ii) cause the Exchange Shelf Registration Statement to become effective under the Securities Act, no later than five (iii5) commence the Exchange Offer promptly after such Exchange Registration Statement has become effective, (iv) hold the Exchange Offer open for at least 20 Business Days (or longer if required by applicable law) after the date that notice of issuance of the Exchange Offer is mailed to holders of the Securities, (v) exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer and (vi) consummate the Exchange Offer on the earliest practicable date after the Exchange Registration Statement has become effective, but in no event later than 30 Business Days thereafter Option Shares (such 30th Business Day being filing date, the “Consummation Option Share Filing Date”). The Exchange Offer will Company agrees to use its best efforts to cause each Shelf Registration Statement to become or be registered under declared effective as soon as practicable after the applicable Shelf Registration Statement filing deadline described above (but in any event within forty-five (45) days thereof) and, subject to Section 3(d), to keep each Shelf Registration Statement continuously effective for 180 days following the Closing Date, the Price Protection Share Filing Date, or the Option Share Filing Date, as applicable; provided, that in the event that the Registrable Securities shall not be freely distributable pursuant to Rule 144 at any time between the applicable 180-day anniversary and the date that is 365 days following the Closing Date, the Price Protection Share Filing Date, or the Option Share Filing Date, as applicable, the Company shall keep the applicable Shelf Registration Statement continuously effective until the earlier of (i) such time as all Registrable Securities become freely distributable pursuant to Rule 144 and (ii) the date that is 365 days following the Closing Date, the Price Protection Share Filing Date, or the Option Share Filing Date, as applicable. After the Effective Time of any Shelf Registration Statement, promptly upon the request of an Eligible Person holding Registrable Securities that is not then an Electing Holder, the Company shall use its best efforts to take any action reasonably necessary to enable such holder to use the prospectus forming a part thereof for resales of Registrable Securities, including, without limitation, any action necessary to identify such holder as a selling securityholder in the Shelf Registration Statement; provided, however, that such Eligible Person must return a completed and signed Notice and Questionnaire to the Company in accordance with this Agreement. The Company further agrees to promptly supplement or make amendments to the Shelf Registration Statement, including, without limitation, any post-effective amendments, as and when required by the rules, regulations or instructions applicable to the registration form used by the Company for any such Shelf Registration Statement or by the Securities Act on the appropriate form and will comply with all applicable tender offer or rules and regulations under the Exchange Act. The Exchange Offer will be deemed to have been “completed” only (A) if the debt securities and related guarantees received by holders other than Restricted Holders in the Exchange Offer thereunder for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the states of the United States of America, and (B) upon the earlier to occur of (1) the Company having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (2) the Company having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 Business Days following the commencement of the Exchange Offer. The Company and the Guarantors agree (I) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (II) to keep such Exchange Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (b), (c) and (d) hereof. The obligations of the Company and the Guarantors set forth in this Section 2(a) shall cease on the date on which the Securities become Freely Tradableshelf registration.

Registration Under the Securities Act. (a) Subject to the last sentence of this Except as set forth in Section 2(a), if the Securities have not become Freely Tradable on or before the Free Trade Date2(b) below, the Company and the Guarantors agree agrees to use all commercially reasonable efforts to (i) file under the Securities Act Act, as soon as practicable, but no later than 240 days after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the “"Exchange Registration Statement,” ", and such offer, the “"Exchange Offer”") any and all of the Securities for a like aggregate principal amount of debt securities issued by the Company and guaranteed by the GuarantorsCompany, which debt securities and guarantees are substantially identical to the Securities and the related Guarantees, respectively (and are entitled to the benefits of a trust indenture that which is substantially identical to the Indenture or is the Indenture and that which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest contemplated in Section 2(b2(c) below (such new debt securities are hereinafter called “"Exchange Securities”"), (ii) . The Company agrees to use its reasonable best efforts to cause the Exchange Registration Statement to become effective under the Securities ActAct as soon as practicable, (iii) commence the Exchange Offer promptly after such Exchange Registration Statement has become effective, (iv) hold the Exchange Offer open for at least 20 Business Days (or longer if required by applicable law) but no later than 270 days after the date that notice of the Exchange Offer is mailed to holders of the Securities, (v) exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer and (vi) consummate the Exchange Offer on the earliest practicable date after the Exchange Registration Statement has become effective, but in no event later than 30 Business Days thereafter (such 30th Business Day being the “Consummation Closing Date”). The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Company further agrees to use its best efforts to commence and complete the Exchange Offer promptly, but no later than 45 days after such registration statement has become effective, hold the Exchange Offer open for at least 30 days and exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been “"completed” " only (A) if the debt securities and related guarantees received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the states States of the United States of America, and (B) . The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (1i) the Company having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (2ii) the Company having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 Business Days 30 days following the commencement of the Exchange Offer. The Company and the Guarantors agree agrees (Ix) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (IIy) to keep such Exchange Registration Statement effective for a period (the “"Resale Period”") beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (bc), (cd) and (de) hereof. The obligations of the Company and the Guarantors set forth in this Section 2(a) shall cease on the date on which the Securities become Freely Tradable.

Registration Under the Securities Act. (a) Subject to the last sentence of this Except as set forth in Section 2(a), if the Securities have not become Freely Tradable on or before the Free Trade Date2(b) below, the Company and the Guarantors agree agrees to use all commercially reasonable efforts to (i) file under the Securities Act a registration statement relating to an offer to exchange (such registration statement, the “Exchange Registration Statement,” and such offer, the “Exchange Offer”) any and all of the Securities for a like aggregate principal amount of debt securities issued by the Company and guaranteed by the Guarantors, which debt securities and guarantees are substantially identical to the Securities and the related Guarantees, respectively (and are entitled to the benefits of a trust indenture that is substantially identical to the Indenture or is the Indenture and that has been qualified under the Trust Indenture ActIndenture), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional special interest contemplated in Section 2(b2(c) below (such new debt securities are hereinafter called “Exchange Securities”), (ii) . The Company agrees to use commercially reasonable efforts to cause the Exchange Registration Statement to become effective under the Securities Act, (iii) commence to register the Exchange Offer promptly under the Securities Act on the appropriate form and to comply with all applicable tender offer rules and regulations under the Exchange Act. The Company further agrees to use commercially reasonable efforts to complete the Exchange Offer no later than 60 days after such Exchange Registration Statement has become effectiveits commencement, (iv) hold the Exchange Offer open for at least 20 Business Days (or longer if required by applicable law) after the date that notice of the Exchange Offer is mailed to holders of the Securities, (v) days and exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer and (vi) consummate the Exchange Offer on the earliest practicable date after the Exchange Registration Statement has become effective, but in no event later than 30 Business Days thereafter (such 30th Business Day being the “Consummation Date”)Offer. The Exchange Offer will shall be registered under deemed to have been completed upon the Securities Act on earlier to occur of (i) the appropriate form and will comply with all applicable tender offer rules and regulations under Company having exchanged the Exchange ActSecurities for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Company having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 days following the commencement of the Exchange Offer. The Notwithstanding the foregoing, the Exchange Offer will be deemed to have been “completed” only (A) if the debt securities and related guarantees received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial substan-tial majority of the states States of the United States of America, and (B) upon the earlier to occur of (1) the Company having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (2) the Company having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 Business Days following the commencement of the Exchange Offer. The Company and the Guarantors agree agrees (Ix) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer broker‑dealer and (IIy) to keep such Exchange Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (bc), (cd) and (de) hereof. The obligations of the Company and the Guarantors set forth in this Section 2(a) shall cease on the date on which the Securities become Freely Tradable.

Registration Under the Securities Act. (a) Subject The Holders may submit one or more Registration Requests covering all or part of the Registrable Shares held by such Holders at any time and from time to time, subject to Section 2(b) and Section 3(p) hereof. Each Registration Request shall state the last sentence of this Section 2(a), if the Securities have not become Freely Tradable on or before the Free Trade DateHolders whose Registrable Shares are to be registered, the Company number of Registrable Shares to be registered for each such Holder and the Guarantors agree intended plan of distribution thereof. The IRT Parties shall be deemed to use all commercially reasonable efforts have satisfied their obligation with respect to (i) file under the Securities Act a registration statement relating to an offer to exchange (such registration statement, the “Exchange Registration Statement,” and such offer, the “Exchange Offer”) any and all of the Securities for Request if a like aggregate principal amount of debt securities issued by the Company and guaranteed by the Guarantors, which debt securities and guarantees are substantially identical to the Securities and the related Guarantees, respectively (and are entitled to the benefits of a trust indenture that is substantially identical to the Indenture or is the Indenture and that has been qualified under the Trust Indenture Act), except that they have been registered Registration Statement filed pursuant to an such Registration Request becomes effective registration statement under the Securities Act and do not contain provisions remains effective for the additional interest contemplated period required hereby. IRT agrees to use its reasonable best efforts (i) to file the Registration Statement as promptly as practicable but in Section 2(bany event by the 45th day after the demand therefor, if IRT is then eligible to use Form S-3 (or any successor or replacement forms) below (such new debt securities are hereinafter called “Exchange Securities”)with respect thereto, or the 90th day if IRT is not then so eligible, (ii) to cause the Exchange Registration Statement to become effective under the Securities Actbe declared effective, (iii) commence to keep the Exchange Offer promptly after such Exchange Registration Statement has become effective, (iv) hold continuously effective until the Exchange Offer open for at least 20 Business Days (or longer if required by applicable law) after the date that notice earlier of the Exchange Offer is mailed time that all the Registrable Shares covered by the Registration Statement have been sold pursuant to holders the Registration Statement or termination of the Securities, (v) exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer and (vi) consummate the Exchange Offer on the earliest practicable date after the Exchange Registration Statement has become effective, but in no event later than 30 Business Days thereafter (such 30th Business Day being the “Consummation Date”). The Exchange Offer will be registered pursuant to Rule 415 under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Exchange Offer will be deemed to have been “completed” only (A) if the debt securities and related guarantees received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the states of the United States of America, and (B) upon the earlier to occur of (1) the Company having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (2) the Company having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 Business Days following the commencement of the Exchange Offer. The Company and the Guarantors agree (I) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (II) to keep such Exchange Registration Statement effective for a period (the “Resale Effectiveness Period”) beginning when Exchange Securities are first issued and (iv) cause the Registration Statement and the related Prospectus and any amendment or supplement thereto not to contain any untrue statement of a material fact required to be stated therein or necessary to make the statements therein not misleading during the period that the Registration Statement is required to be effective. Nothing contained in the Exchange Offer and ending upon the earlier this Agreement shall obligate IRT to effect an underwritten offering on behalf of the expiration Holders of Registrable Shares. IRT further agrees to supplement or amend the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (b), (c) and (d) hereof. The obligations of the Company Statement and the Guarantors set forth in this Section 2(a) shall cease on related Prospectus if required by any applicable laws, rules, regulations or instructions, and to use its reasonable best efforts to cause any such amendment to become effective and such Registration Statement and Prospectus to become usable as soon as thereafter practicable. IRT agrees to furnish to the date on Holders which are registering Registrable Shares copies of any such supplement or amendment promptly after its being used or filed with the Securities become Freely TradableSEC.

Registration Under the Securities Act. (a) Subject to The Company shall at the last sentence written request of this Section 2(aany holders of Registrable Securities at the time outstanding, which request may be made at any time after the Closing Date (the date such request is made, the “Request Date”), if file with the Securities have not become Freely Tradable on or before the Free Trade Date, the Company and the Guarantors agree to use all commercially reasonable efforts to (i) file under the Securities Act Commission a registration statement relating to an offer to exchange (such registration statement, the “Exchange Registration Statement,” and such offer, the “Exchange Offer”) any and all of the Securities for a like aggregate principal amount of debt securities issued by of the Company and guaranteed by the Guarantors, which debt securities and guarantees are substantially identical to the Securities and the related Guarantees, respectively (and which are entitled to the benefits of a trust indenture that is substantially identical to the Indenture or is the Indenture and that which has been qualified under the Trust Indenture ActAct (the “Indenture”), ) except that they have been registered pursuant to an effective registration statement under the Securities Act and do will not contain provisions for the additional special interest contemplated in by Section 2(b2(c) below hereof or provisions restricting transfer; provided, however, that at the request of holders of all of the Securities, such debt securities may differ as to relative ranking, interest rate or yield, so long as the aggregate cost of the issuance to the Company is not increased (such new debt securities are hereinafter called “Exchange Securities”), (ii) . Each holder of Registrable Securities shall have the option of participating in such Exchange Offer. The Company agrees to use its best efforts to cause the Exchange Registration Statement such registration statement to be filed not later than 45 days after such request and to become effective under the Securities ActAct as soon as practicable, (iii) commence the Exchange Offer promptly after such Exchange Registration Statement has become effective, (iv) hold the Exchange Offer open for at least 20 Business Days (or longer if required by applicable law) but no later than 120 days after the date that notice of the Exchange Offer is mailed to holders of the Securities, (v) exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer and (vi) consummate the Exchange Offer on the earliest practicable date after the Exchange Registration Statement has become effective, but in no event later than 30 Business Days thereafter (such 30th Business Day being the “Consummation Request Date”). The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Company further agrees to use its best efforts to commence and complete the Exchange Offer promptly after such registration statement has become effective, hold the Exchange Offer open for at least 30 business days and exchange the Exchange Securities for all Registrable Securities that have been tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been “completed” completed only (A) if the debt securities and related guarantees Exchange Securities received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the states States of the United States of America, and (B) it being understood that broker-dealers receiving Exchange Securities will be subject to certain prospectus delivery requirements with respect to resale of the Exchange Securities. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (1i) the Company having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (2ii) the Company having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 Business Days 30 business days following the commencement of the Exchange Offer. The Company and the Guarantors agree agrees (Ii) to include in the Exchange Registration Statement registration statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (IIii) to keep such Exchange Registration Statement registration statement effective for a period (the “Resale Period”) beginning when Exchange Securities are first issued in the Exchange Offer and ending upon on the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Registration Statement, registration statement such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (b), (c) and (d) Section 6 hereof. The obligations of the Company and the Guarantors set forth in this Section 2(a) shall cease on the date on which the Securities become Freely Tradable.

Registration Under the Securities Act. (a) Subject to the last sentence of this Except as set forth in Section 2(a), if the Securities have not become Freely Tradable on or before the Free Trade Date2(b) below, the Company and the Guarantors agree agrees to use all commercially its reasonable best efforts to (i) file under the Securities Act Act, within 150 days after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the “Exchange Registration Statement,” ”, and such offer, the “Exchange Offer”) any and all of the Securities for a like aggregate principal amount of debt securities issued by the Company and guaranteed by the GuarantorsGuarantors (if any), which debt securities and guarantees (if any) are substantially identical to the Securities and the related Guarantees, respectively (and are entitled to the benefits of a trust indenture that which is substantially identical to the Indenture or is the Indenture and that which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain restrictions on transfer or provisions for the additional interest contemplated in Section 2(b2(c) below or the liquidated damages provided in Section 2 (d) below (such new debt securities are hereinafter called “Exchange Securities”), (ii) . The Company agrees to use its reasonable best efforts to cause the Exchange Registration Statement to become effective under the Securities Act, (iii) commence the Exchange Offer promptly after such Exchange Registration Statement has become effective, (iv) hold the Exchange Offer open for at least 20 Business Days (or longer if required by applicable law) Act within 240 days after the date that notice of the Exchange Offer is mailed to holders of the Securities, (v) exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer and (vi) consummate the Exchange Offer on the earliest practicable date after the Exchange Registration Statement has become effective, but in no event later than 30 Business Days thereafter (such 30th Business Day being the “Consummation Closing Date”). The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Exchange Offer will be deemed Company further agrees to have been “completed” only (A) if the debt securities and related guarantees received by holders other than Restricted Holders in use its reasonable best efforts to commence the Exchange Offer for Registrable Securities arepromptly, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the states of the United States of America, and (B) upon the earlier to occur of (1) the Company having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to hold the Exchange Offer and open for the period required by applicable law (2) the Company having exchanged, including pursuant to any applicable interpretation by the Exchange Offerstaff of the Commission), but in any event for at least 10 business days, and exchange the Exchange Securities for all Registrable Securities that have been properly validly tendered and not withdrawn before on or prior to the expiration of the Exchange Offer. If the Company commences the Exchange Offer, which shall the Company will be on a date that is at least 20 Business Days following entitled to close the Exchange Offer 30 days after the commencement thereof (or at the end of such shorter period permitted by applicable law), provided that the Company has accepted all the Registrable Securities validly tendered in accordance with the terms of the Exchange Offer. The Company and the Guarantors agree agrees (Ix) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (IIy) to keep such Exchange Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th 90th day after the Exchange Offer has been completed or and such time as such broker-dealers no longer own any Registrable Securities. With respect Each holder participating in the Exchange Offer shall be required to represent to the Company that (i) any Exchange Securities received by such holder will be acquired in the ordinary course of business, (ii) at the time of the commencement of the Exchange Offer such holder has no arrangements or understanding with any person to participate in the distribution of the Securities or the Exchange Securities within the meaning of the Securities Act, (iii) such holder is not an “affiliate,” as defined in Rule 405 of the Securities Act, of the Company, (iv) if such holder is not a broker-dealer, that it is not engaged in, and does not intend to engage in, the distribution of the Exchange Securities, (v) if such holder is a broker-dealer, that it will receive Exchange Securities for its own account in exchange for Securities that were acquired as a result of market-making activities or other trading activities and that it will deliver a prospectus in connection with any resale of such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (b), (c) Securities and (dvi) hereof. The obligations such holder is not acting on behalf of any person who could not truthfully make the Company and the Guarantors set forth in this Section 2(a) shall cease on the date on which the Securities become Freely Tradableforegoing representations.

Registration Under the Securities Act. (a) Subject The Company shall file under the Securities Act as soon as practicable, but no later than 30 days after the date hereof, a shelf registration statement providing for the registration of, and the sale on a continuous or delayed basis by the Electing Holders of, all of the Registrable Securities representing the First Tranche Registrable Securities, pursuant to Rule 415 or any similar rule that may be adopted by the Commission (such filing, the Shelf Registration and such registration statement, the Shelf Registration Statement). To the extent the First Tranche Registrable Securities do not constitute all Registrable Securities and are not initially included for resale under the Shelf Registration, any excluded Registrable Securities shall be entitled to the last sentence benefit of this Section 2(aparagraph (d) below. The Electing Holders will be eligible to have their Registrable Securities included for resale as First Tranche Registrable Securities under the Shelf Registration on a pro rata basis (based upon the number of Registrable Securities otherwise required to be included for each such Eligible Holder), if the Securities have not become Freely Tradable on or before the Free Trade Date, the . The Company and the Guarantors agree agrees to use all commercially reasonable efforts (x) to (i) file under the Securities Act a registration statement relating to an offer to exchange (such registration statement, the “Exchange Registration Statement,” and such offer, the “Exchange Offer”) any and all of the Securities for a like aggregate principal amount of debt securities issued by the Company and guaranteed by the Guarantors, which debt securities and guarantees are substantially identical to the Securities and the related Guarantees, respectively (and are entitled to the benefits of a trust indenture that is substantially identical to the Indenture or is the Indenture and that has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest contemplated in Section 2(b) below (such new debt securities are hereinafter called “Exchange Securities”), (ii) cause the Exchange Shelf Registration Statement to become or be declared effective under no later than 60 days after the Securities Act, (iii) commence the Exchange Offer promptly after such Exchange applicable Shelf Registration Statement has become effectivefiling deadline described above and, (iv) hold the Exchange Offer open for at least 20 Business Days (or longer if required by applicable law) after the date that notice of the Exchange Offer is mailed subject to holders of the SecuritiesSection 3(d), (v) exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer and (vi) consummate the Exchange Offer on the earliest practicable date after the Exchange Registration Statement has become effective, but in no event later than 30 Business Days thereafter (such 30th Business Day being the “Consummation Date”). The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Exchange Offer will be deemed to have been “completed” only (A) if the debt securities and related guarantees received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the states of the United States of America, and (B) upon the earlier to occur of (1) the Company having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (2) the Company having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 Business Days following the commencement of the Exchange Offer. The Company and the Guarantors agree (I) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (II) to keep such Exchange Shelf Registration Statement continuously effective for a period (the “Resale Period”) beginning when Exchange Securities are first issued in the Exchange Offer and ending upon on the earlier of the expiration second anniversary of the 180th day after the Exchange Offer has been completed Effective Time or such time as such broker-dealers there are no longer own any Registrable Securities. With respect Securities outstanding, provided, however, that no holder shall be entitled to be named as a selling securityholder in the Shelf Registration Statement or to use the prospectus forming a part thereof for resales of Registrable Securities unless such Exchange holder is an Electing Holder, and (y) after the Effective Time of the Shelf Registration Statement, promptly upon the request of any holder of Registrable Securities that is not then an Electing Holder, to take any action reasonably necessary to enable such holders shall have holder to use the benefit prospectus forming a part thereof for resales of Registrable Securities, including, without limitation, any action necessary to identify such holder as a selling securityholder in the rights of indemnification and contribution set forth in Sections 6(a)Shelf Registration Statement, (b)provided, (c) and (d) hereof. The obligations of the Company and the Guarantors set forth however, that nothing in this Section 2(a) shall cease on the date on which the Securities become Freely Tradable.clause

Registration Under the Securities Act. (a) Subject to the last sentence of this Except as set forth in Section 2(a2(b), if the Securities have not become Freely Tradable on or before the Free Trade Date, the Company and the Guarantors agree agrees to use all commercially its reasonable best efforts to (i) file under the Securities Act a registration statement (the "Exchange Offer Registration Statement") relating to an offer to exchange (such registration statement, the “Exchange Registration Statement,” and such offer, the “"Exchange Offer”") any and all of the Securities Debentures for a like aggregate principal amount of debt securities Debentures issued by the Company and guaranteed by the GuarantorsCompany, which debt securities and guarantees are substantially identical to have the Securities and same terms as the related Guarantees, respectively Debentures (and are entitled to the benefits of a trust indenture that is substantially identical to the Indenture or is the Indenture and that which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act Act, do not contain restrictions on transfers and do not contain provisions for the additional interest contemplated in Section 2(b2(c) below (such new debt securities are Debentures hereinafter called “"Exchange Securities”Debentures"), (ii) . The Company agrees to use its reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act within 180 days after the Closing Date. The Company agrees to use its reasonable best efforts to register the Exchange Offer under the Securities Act on the appropriate form and to comply with all applicable requirements of the Securites Act, (iii) the Exchange Act and other applicable laws in connection with the Exchange Offer. The Company further agrees to use its reasonable best efforts to commence and complete the Exchange Offer promptly after such the Exchange Offer Registration Statement has become effective, (iv) hold the Exchange Offer open for at least 20 Business Days (or longer if required by applicable law) after the date that notice of the Exchange Offer is mailed to holders of the Securities, (v) exchange Exchange Securities effective for all Registrable Securities Debentures that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer and (vi) consummate the Exchange Offer on the earliest practicable date after the Exchange Registration Statement has become effective, but in no event later than 30 Business Days thereafter (such 30th Business Day being the “Consummation Date”). The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange ActOffer. The Exchange Offer will be deemed to have been “completed” completed only (Ai) if the debt securities and related guarantees Exchange Debentures received by holders (other than Restricted Holders Holders) in the Exchange Offer for Registrable Securities Debentures are, upon receipt, transferable by each such holder without restriction under imposed thereon by the Securities Act and or the Exchange Act and without material restrictions under imposed thereon by the blue sky or securities laws of a substantial majority of the states States of the United States of America, America and (Bii) upon the earlier to occur of (1) the Company having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (2) the Company having exchanged, pursuant to the Exchange Offer, Exchange Securities Debentures for all Registrable Securities Debentures that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 Business Days 30 days following the commencement of the Exchange Offer. The Company and the Guarantors agree (I) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (II) to keep such Exchange Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (b), (c) and (d) hereof. The obligations of the Company and the Guarantors set forth in this Section 2(a) shall cease on the date on which the Securities become Freely Tradable.

Registration Under the Securities Act. (a) Subject to the last sentence of this Except as set forth in Section 2(a), if the Securities have not become Freely Tradable on or before the Free Trade Date2(b) below, the Company and the Guarantors agree agrees to use all its commercially reasonable efforts to (i) to file under the Securities Act as promptly as practicable, but not later than October 22, 2008, a “shelf” registration statement relating providing for the registration of, and the sale on a continuous or delayed basis by the holders of, all of the Registrable Securities pursuant to an offer to exchange Rule 415 or any similar rule that may be adopted by the Commission (such filing, the “Shelf Registration” and such registration statement, the “Exchange Shelf Registration Statement,” and such offer, the “Exchange Offer”) any and all of the Securities for a like aggregate principal amount of debt securities issued by the Company and guaranteed by the Guarantors, which debt securities and guarantees are substantially identical to the Securities and the related Guarantees, respectively (and are entitled to the benefits of a trust indenture that is substantially identical to the Indenture or is the Indenture and that has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest contemplated in Section 2(b) below (such new debt securities are hereinafter called “Exchange Securities”), (ii) to cause the Exchange Shelf Registration Statement to become effective under on or prior to April 20, 2009 and to use its commercially reasonable efforts to cause such Shelf Registration Statement to remain effective for a period ending on the earlier of the second anniversary of the Closing Date and such shorter period that will terminate when all the Registrable Securities Actcovered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or are distributed to the public pursuant to Rule 144 or become eligible for resale pursuant to Rule 144 without volume restriction, if any, or are no longer Registrable Securities; provided, however, that no holder shall be entitled to be named as a selling securityholder in the Shelf Registration Statement or to use the prospectus forming a part thereof for resales of Registrable Securities unless such holder is an Electing Holder, (iii) commence after the Exchange Offer Effective Time of the Shelf Registration Statement, promptly after upon the request of any holder of Registrable Securities that is not then an Electing Holder, to take any action reasonably necessary to identify such Exchange holder as a selling securityholder in the Shelf Registration Statement has become effectiveand include any disclosure necessary or advisable in order to comply with the Securities Act or rules and regulations thereunder; provided, however, that (x) nothing in this clause (iii) shall relieve any such holder of the obligation to return a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(d)(iii) hereof and (y) the Company shall not be required to take any such action with respect to any such holders more than once every quarter, and (iv) hold to supplement or make amendments to the Exchange Offer open Shelf Registration Statement, as and when required by the rules, regulations or instructions applicable to the registration form used by the Company for at least 20 Business Days such Shelf Registration Statement or by the Securities Act or rules and regulations thereunder for shelf registration, and to furnish to each Electing Holder copies of any such supplement or amendment promptly following its filing with the Commission. Notwithstanding the foregoing, the Company may suspend the availability of any Shelf Registration Statement for up to an aggregate of 60 days in any consecutive twelve-month period if (or longer if i) such action is required by applicable lawlaw or (ii) after such action is taken by the date that notice Company in good faith and for valid business reasons (not including avoidance of the Exchange Offer is mailed to holders of the Securities, (v) exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer and (vi) consummate the Exchange Offer on the earliest practicable date after the Exchange Registration Statement has become effective, but in no event later than 30 Business Days thereafter (such 30th Business Day being the “Consummation Date”). The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Exchange Offer will be deemed to have been “completed” only (A) if the debt securities and related guarantees received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the states of the United States of America, and (B) upon the earlier to occur of (1) the Company having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (2) the Company having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 Business Days following the commencement of the Exchange Offer. The Company and the Guarantors agree (I) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (II) to keep such Exchange Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(aCompany’s obligations hereunder), (b), (c) and (d) hereof. The obligations including the acquisition or divestiture of the Company and the Guarantors set forth in this Section 2(a) shall cease on the date on which the Securities become Freely Tradableassets.

Registration Under the Securities Act. (a) Subject to the last sentence of this Except as set forth in Section 2(a), if the Securities have not become Freely Tradable on or before the Free Trade Date2(b) below, the Company and the Guarantors agree agrees to use all commercially its reasonable best efforts to (i) file under the Securities Act Act, as soon as practicable, but no later than 90 days after the Closing, a registration statement relating to an offer to exchange (such registration statement, the an “Exchange Registration Statement,” ”, and such offer, the an “Exchange Offer”) any and all of the Securities of each series for a like aggregate principal amount of such series at maturity of debt securities issued by the Company and guaranteed by the GuarantorsCompany, which debt securities and guarantees are substantially identical to the Securities and the related Guaranteesof such series, respectively (and are entitled to the benefits of a trust indenture that is substantially identical to the Indenture or is the Indenture and that has been qualified under the Trust Indenture ActIndenture), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest Special Interest contemplated in Section 2(b2(c) below (such new debt securities are hereinafter called “Exchange Securities”), (ii) . The Company agrees to use its reasonable best efforts to cause the such Exchange Registration Statement to become effective under the Securities Act, (iii) commence the Exchange Offer promptly after such Exchange Registration Statement has become effective, (iv) hold the Exchange Offer open for at least 20 Business Days (or longer if required by applicable law) Act as soon as practicable after the date that notice of the Exchange Offer is mailed to holders of the Securities, (v) exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer and (vi) consummate the Exchange Offer on the earliest practicable date after the Exchange Registration Statement has become effective, but in no event later than 30 Business Days thereafter (such 30th Business Day being the “Consummation Date”)Closing. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Company further agrees to use its reasonable best efforts to commence the Exchange Offer promptly after such registration statement has become effective, hold such Exchange Offer open for at least 20 business days and issue Exchange Securities for all Registrable Securities that have been validly tendered and not withdrawn on or prior to the expiration of such Exchange Offer. Such Exchange Offer will be deemed to have been “completed” only (A) if the debt securities and related guarantees received by holders other than Restricted Holders in the such Exchange Offer for such Registrable Securities are, upon receipt, transferable by each such holder without restriction under need for further compliance with Section 5 of the Securities Act and with the Exchange Act (except for the requirement to deliver a prospectus included in the Exchange Registration Statement applicable to resales by any broker-dealer of Exchange Securities received by such broker-dealer pursuant to an Exchange Offer in exchange for Registrable Securities other than those acquired by the broker-dealer directly from the Company), and without material restrictions under the “blue sky sky” or securities laws of a substantial majority of the states States of the United States of America, and (B) . Such Exchange Offer shall be deemed to have been completed upon the earlier to occur of (1i) the Company having exchanged the applicable Exchange Securities for all outstanding Registrable Securities of such Series pursuant to the Exchange Offer and (2ii) the Company having exchanged, pursuant to the such Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the such Exchange Offer, which shall be on a date that is at least 20 Business Days business days following the commencement of the such Exchange Offer. The Company and the Guarantors agree agrees (Ix) to include in the Exchange Registration Statement a prospectus for use in connection with any resales by any holder of such Exchange Securities that is by a broker-dealer, other than resales of such Exchange Securities received by a broker-dealer pursuant to an Exchange Offer in exchange for Registrable Securities acquired by the broker-dealer directly from the Company, and (IIy) to keep such Exchange Registration Statement effective for a period (the “Resale Period”) beginning when such Exchange Securities are first issued in the such Exchange Offer and ending upon the earlier of the expiration of the 180th 90th day after the such Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Registration Statement, each broker-dealer that holds such holders Exchange Securities received in such Exchange Offer in exchange for Registrable Securities not acquired by it directly from the Company shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (bc), (cd) and (de) hereof. The obligations of the Company and the Guarantors set forth in this Section 2(a) shall cease on the date on which the Securities become Freely Tradable.

Registration Under the Securities Act. (a) Subject to the last sentence of this Except as set forth in Section 2(a), if the Securities have not become Freely Tradable on or before the Free Trade Date2(b) below, the Company and the Guarantors agree Issuer agrees to use all commercially reasonable efforts to (i) file under the Securities Act a Act, one or more registration statement statements relating to an offer to exchange (such registration statementstatements, together, the “Exchange Registration Statement,” and such offer, the “Exchange Offer”) any and all of the Securities for a like aggregate principal amount of debt securities issued by the Company and guaranteed by the GuarantorsIssuer, which debt securities and guarantees are substantially identical to the Securities and the related Guarantees, respectively (and are entitled to the benefits of a trust indenture that which is substantially identical to the Indenture or is the Indenture and that which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest Additional Interest contemplated in Section 2(b2(d) below (such new debt securities are hereinafter called “Exchange Securities”), (ii) . The Issuer agrees to use all commercially reasonable efforts to cause the Exchange Registration Statement to become effective under the Securities Act, (iii) commence the Exchange Offer promptly after such Exchange Registration Statement has become effective, (iv) hold the Exchange Offer open for at least 20 Business Days (or longer if required by applicable law) Act no later than 270 days after the date that notice of the Exchange Offer is mailed to holders of the Securities, (v) exchange Exchange Securities for all Registrable Securities that have been properly tendered Issue Date and not withdrawn on or prior to the expiration of the Exchange Offer and (vi) consummate the Exchange Offer on the earliest practicable date within 315 days after the Exchange Registration Statement has become effective, but in no event later than 30 Business Days thereafter (such 30th Business Day being the “Consummation Issue Date”). The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. Unless the Exchange Offer would not be permitted by applicable law or Commission policy, the Issuer further agrees to use all commercially reasonable efforts to (i) commence the Exchange Offer promptly following the Effective Time of such Exchange Registration Statement, (ii) hold the Exchange Offer open for at least 20 Business Days in accordance with Regulation 14E promulgated by the Commission under the Exchange Act, or longer, if required by the federal securities laws and (iii) exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn promptly following the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been “completed” only only: (Ai) if the debt securities and related guarantees Exchange Securities received by holders holders, other than Restricted Holders Holders, in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the states States of the United States of America, America and (Bii) upon the earlier to occur of (1) the Company having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (2) the Company Issuer having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 Business Days following the commencement of the Exchange Offer. The Company and the Guarantors agree Issuer agrees (Ix) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (IIy) to keep such Exchange Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th 90th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections Subsections 6(a), (be), (cf) and (d) hereofg). The obligations of Interest on each Exchange Security issued pursuant to the Company and Exchange Offer will accrue from the Guarantors set forth in this Section 2(a) shall cease on the last date on which interest was paid on the Securities become Freely TradableSecurity surrendered in exchange therefor or, if no interest has been paid on such Security, from the Issue Date.

Registration Under the Securities Act. (a) Subject to the last sentence of this Except as set forth in Section 2(a), if the Securities have not become Freely Tradable on or before the Free Trade Date2(b) below, the Company and the Guarantors agree agrees to use all commercially its reasonable best efforts to (i) file under the Securities Act Act, within 150 days after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the “Exchange Registration Statement,” ”, and such offer, the “Exchange Offer”) any and all of the Securities for a like aggregate principal amount of debt securities issued by the Company and guaranteed by the GuarantorsGuarantors (if any), which debt securities and guarantees (if any) are substantially identical to the Securities and the related Guarantees, respectively (and are entitled to the benefits of a trust indenture that which is substantially identical to the Indenture or is the Indenture and that which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain restrictions on transfer or provisions for the additional interest contemplated in Section 2(b2(c) below or the liquidated damages provided in Section 2(d) below (such new debt securities are hereinafter called “Exchange Securities”), (ii) . The Company agrees to use its reasonable best efforts to cause the Exchange Registration Statement to become effective under the Securities Act, (iii) commence the Exchange Offer promptly after such Exchange Registration Statement has become effective, (iv) hold the Exchange Offer open for at least 20 Business Days (or longer if required by applicable law) Act within 240 days after the date that notice of the Exchange Offer is mailed to holders of the Securities, (v) exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer and (vi) consummate the Exchange Offer on the earliest practicable date after the Exchange Registration Statement has become effective, but in no event later than 30 Business Days thereafter (such 30th Business Day being the “Consummation Closing Date”). The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Exchange Offer will be deemed Company further agrees to have been “completed” only (A) if the debt securities and related guarantees received by holders other than Restricted Holders in use its reasonable best efforts to commence the Exchange Offer for Registrable Securities arepromptly, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the states of the United States of America, and (B) upon the earlier to occur of (1) the Company having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to hold the Exchange Offer and open for the period required by applicable law (2) the Company having exchanged, including pursuant to any applicable interpretation by the Exchange Offerstaff of the Commission), but in any event for at least 10 business days, and exchange the Exchange Securities for all Registrable Securities that have been properly validly tendered and not withdrawn before on or prior to the expiration of the Exchange Offer. If the Company commences the Exchange Offer, which shall the Company will be on a date that is at least 20 Business Days following entitled to close the Exchange Offer 30 days after the commencement thereof (or at the end of such shorter period permitted by applicable law), provided that the Company has accepted all the Registrable Securities validly tendered in accordance with the terms of the Exchange Offer. The Company and the Guarantors agree agrees (Ix) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (IIy) to keep such Exchange Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th 90th day after the Exchange Offer has been completed or and such time as such broker-dealers no longer own any Registrable Securities. With respect Each holder participating in the Exchange Offer shall be required to represent to the Company that (i) any Exchange Securities received by such holder will be acquired in the ordinary course of business, (ii) at the time of the commencement of the Exchange Offer such holder has no arrangements or understanding with any person to participate in the distribution of the Securities or the Exchange Securities within the meaning of the Securities Act, (iii) such holder is not an “affiliate,” as defined in Rule 405 of the Securities Act, of the Company, (iv) if such holder is not a broker-dealer, that it is not engaged in, and does not intend to engage in, the distribution of the Exchange Securities, (v) if such holder is a broker-dealer, that it will receive Exchange Securities for its own account in exchange for Securities that were acquired as a result of market-making activities or other trading activities and that it will deliver a prospectus in connection with any resale of such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (b), (c) Securities and (dvi) hereof. The obligations such holder is not acting on behalf of any person who could not truthfully make the Company and the Guarantors set forth in this Section 2(a) shall cease on the date on which the Securities become Freely Tradableforegoing representations.

Registration Under the Securities Act. (a) Subject to the last sentence of this Except as set forth in Section 2(a), if the Securities have not become Freely Tradable on or before the Free Trade Date2(b) below, the Company and the Guarantors agree agrees to use all its commercially reasonable efforts to (i) to file under the Securities Act as promptly as practicable, but not later than 180 days after the Issue Date, a “shelf” registration statement relating providing for the registration of, and the sale on a continuous or delayed basis by the holders of, all of the Registrable Securities pursuant to an offer to exchange Rule 415 or any similar rule that may be adopted by the Commission (such filing, the “Shelf Registration” and such registration statement, the “Exchange Shelf Registration Statement,” and such offer, the “Exchange Offer”) any and all of the Securities for a like aggregate principal amount of debt securities issued by the Company and guaranteed by the Guarantors, which debt securities and guarantees are substantially identical to the Securities and the related Guarantees, respectively (and are entitled to the benefits of a trust indenture that is substantially identical to the Indenture or is the Indenture and that has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest contemplated in Section 2(b) below (such new debt securities are hereinafter called “Exchange Securities”), (ii) to cause the Exchange Shelf Registration Statement to become effective under on or prior to 330 days after the Issue Date and to use its commercially reasonable efforts to cause such Shelf Registration Statement to remain effective for a period ending on the earlier of the second anniversary of the Issue Date and such shorter period that will terminate when all the Registrable Securities Actcovered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or are distributed to the public pursuant to Rule 144 or become eligible for resale pursuant to Rule 144 without volume restriction, if any, or are no longer Registrable Securities; provided, however, that no holder shall be entitled to be named as a selling securityholder in the Shelf Registration Statement or to use the prospectus forming a part thereof for resales of Registrable Securities unless such holder is an Electing Holder, (iii) commence after the Exchange Offer Effective Time of the Shelf Registration Statement, promptly after upon the request of any holder of Registrable Securities that is not then an Electing Holder, to take any action reasonably necessary to identify such Exchange holder as a selling securityholder in the Shelf Registration Statement has become effectiveand include any disclosure necessary or advisable in order to comply with the Securities Act or rules and regulations thereunder; provided, however, that (x) nothing in this clause (iii) shall relieve any such holder of the obligation to return a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(d)(iii) hereof and (y) the Company shall not be required to take any such action with respect to any such holders more than once every quarter, and (iv) hold to supplement or make amendments to the Exchange Offer open Shelf Registration Statement, as and when required by the rules, regulations or instructions applicable to the registration form used by the Company for at least 20 Business Days such Shelf Registration Statement or by the Securities Act or rules and regulations thereunder for shelf registration, and to furnish to each Electing Holder copies of any such supplement or amendment promptly following its filing with the Commission. Notwithstanding the foregoing, the Company may suspend the availability of any Shelf Registration Statement for up to an aggregate of 60 days in any consecutive twelve-month period if (or longer if i) such action is required by applicable lawlaw or (ii) after such action is taken by the date that notice Company in good faith and for valid business reasons (not including avoidance of the Exchange Offer is mailed to holders of the Securities, (v) exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer and (vi) consummate the Exchange Offer on the earliest practicable date after the Exchange Registration Statement has become effective, but in no event later than 30 Business Days thereafter (such 30th Business Day being the “Consummation Date”). The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Exchange Offer will be deemed to have been “completed” only (A) if the debt securities and related guarantees received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the states of the United States of America, and (B) upon the earlier to occur of (1) the Company having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (2) the Company having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 Business Days following the commencement of the Exchange Offer. The Company and the Guarantors agree (I) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (II) to keep such Exchange Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(aCompany’s obligations hereunder), (b), (c) and (d) hereof. The obligations including the acquisition or divestiture of the Company and the Guarantors set forth in this Section 2(a) shall cease on the date on which the Securities become Freely Tradableassets.

Registration Under the Securities Act. (a) Subject to the last sentence of this Except as set forth in Section 2(a), if the Securities have not become Freely Tradable on or before the Free Trade Date2(b) below, the Company and the Guarantors agree agrees to use all commercially reasonable efforts to (i) file under the Securities Act a registration statement relating to an offer to exchange (such registration statement, the “Exchange Registration Statement,” ”, and such offer, the “Exchange Offer”) any and all of the Securities for a like aggregate principal amount of debt securities issued by the Company and guaranteed by the GuarantorsCompany, which debt securities and guarantees are substantially identical to the Securities and the related Guarantees, respectively (and are entitled to the benefits of a trust indenture that is substantially identical to the Indenture or is the Indenture and that has been qualified under the Trust Indenture ActIndenture), except that they have been registered pursuant to an effective registration statement under the Securities Act Act, and do not contain provisions for the additional interest Special Interest contemplated in Section 2(b2(c) below (such new debt securities are hereinafter called “Exchange Securities”), (ii) . The Company agrees to use all commercially reasonable efforts to cause the Exchange Registration Statement to become effective under the Securities Act, (iii) commence the Exchange Offer promptly after such Exchange Registration Statement has become effective, (iv) hold the Exchange Offer open for at least 20 Business Days (or longer if required by applicable law) Act no later than 365 days after the date that notice of the Exchange Offer is mailed to holders of the Securities, (v) exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer and (vi) consummate the Exchange Offer on the earliest practicable date after the Exchange Registration Statement has become effective, but in no event later than 30 Business Days thereafter (such 30th Business Day being the “Consummation Closing Date”). The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. Unless the Exchange Offer would not be permitted by applicable law or Commission policy, the Company further agrees to use all commercially reasonable efforts to (i) commence the Exchange Offer promptly (but no later than 10 Business Days) following the Effective Time of such Exchange Registration Statement, (ii) hold the Exchange Offer open for at least 20 Business Days in accordance with Regulation 14E promulgated by the Commission under the Exchange Act and (iii) exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn promptly following the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been “completed” only (Ai) if the debt securities and any related guarantees guarantee received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the states States of the United States of America, America and (Bii) upon the earlier to occur of (1) the Company having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (2) the Company having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 and not more than 30 Business Days following the commencement of the Exchange Offer. The Company and the Guarantors agree agrees (Ix) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (IIy) to keep such Exchange Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections Subsections 6(a), (b6(c), (c6(d) and (d) hereof. The obligations of the Company and the Guarantors set forth in this Section 2(a) shall cease on the date on which the Securities become Freely Tradable6(e).

Registration Under the Securities Act. (a) Subject to the last sentence of this Except as set forth in Section 2(a), if the Securities have not become Freely Tradable on or before the Free Trade Date2(b) below, the Company Companies and the Guarantors agree to use all their commercially reasonable efforts to (i) no later than the 366th day following the Closing Date, file under the Securities Act Act, a registration statement relating to an offer to exchange (such registration statement, the “Exchange Offer Registration Statement,” ”, and such offer, the “Exchange Offer”) any and all of the Securities for a like aggregate principal amount of debt securities issued by the Company Companies and guaranteed by the Guarantors, which debt securities and guarantees are substantially identical to the Securities and the related Guarantees, respectively (and are entitled to the benefits of a trust indenture that is substantially identical to the Indenture or is the Indenture and that has been qualified under the Trust Indenture ActIndenture), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest Special Interest contemplated in Section 2(b2(c) below (such new debt securities are hereinafter called “Exchange Securities”), (ii) cause the Exchange Offer Registration Statement to become effective under the Securities Act, Act and (iii) commence no later than the 450th day following the Closing Date, cause the Exchange Offer promptly after such Exchange Registration Statement has become effective, (iv) hold the Exchange Offer open for at least 20 Business Days (or longer if required by applicable law) after the date that notice of the Exchange Offer is mailed to holders of the Securities, (v) exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer and (vi) consummate the Exchange Offer on the earliest practicable date after the Exchange Registration Statement has become effective, but in no event later than 30 Business Days thereafter (such 30th Business Day being the “Consummation Date”)be completed. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. Unless the Exchange Offer would not be permitted by applicable law or Commission policy, the Companies further agree to use commercially reasonable efforts to (i) commence the Exchange Offer promptly following the Effective Time of such Exchange Offer Registration Statement, (ii) hold the Exchange Offer open for at least 20 Business Days (or longer if the Exchange Offer is extended or if required by applicable law) after the date notice of the Exchange Offer is mailed to the holders of the Registrable Securities in accordance with Regulation 14E promulgated by the Commission under the Exchange Act and (iii) issue on or prior to 30 Business Days (or longer if required by the federal securities laws) after the date on which the Exchange Offer Registration Statement was declared effective by the Commission, Exchange Securities in exchange for the Registrable Securities that have been properly tendered and not withdrawn promptly following the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been “completed” only (Ai) if the debt securities and related guarantees received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the states of the United States of America, and (Bii) upon the earlier to occur of (1) the Company having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (2) the Company Companies having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 Business Days following the commencement of the Exchange Offer. The Company Companies and the Guarantors agree (Ix) to include in the Exchange Offer Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (IIy) to keep such Exchange Offer Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Offer Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections Subsections 6(a), (bc), (cd) and (d) hereof. The obligations of the Company and the Guarantors set forth in this Section 2(a) shall cease on the date on which the Securities become Freely Tradablee).

Registration Under the Securities Act. (a) Subject to the last sentence of this Except as set forth in Section 2(a), if the Securities have not become Freely Tradable on or before the Free Trade Date2(b) below, the Company and the Guarantors agree to use all commercially reasonable efforts to (i) file under the Securities Act Act, as soon as practicable, but no later than 90 days after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the “Exchange Registration Statement,” "EXCHANGE REGISTRATION STATEMENT", and such offer, the “Exchange Offer”"EXCHANGE OFFER") any and all of the Securities for a like aggregate principal amount of debt securities issued by the Company and guaranteed by the Guarantors, which debt securities and guarantees are substantially identical to the Securities and the related Guarantees, respectively (and are entitled to the benefits of a trust indenture that which is substantially identical to the Indenture or is the Indenture and that which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest liquidated damages contemplated in Section 2(b2(d) below (such new debt securities are hereinafter called “Exchange Securities”"EXCHANGE SECURITIES"), (ii) . The Company agrees to use its reasonable best efforts to cause the Exchange Registration Statement to become effective under the Securities ActAct as soon as practicable, (iii) commence but no later than 180 days after the Closing Date. The Company agrees that it shall cause the Exchange Offer promptly to be registered under the Securities Act on the appropriate form and to comply with all applicable tender offer rules and regulations under the Exchange Act. The Company further agrees to use its best efforts to commence and complete the Exchange Offer promptly, but no later than 45 days after such Exchange Registration Statement registration statement has become effective, (iv) hold the Exchange Offer open for at least 20 Business Days (or longer if required by applicable law) after the date that notice of the Exchange Offer is mailed to holders of the Securities, (v) 30 days and exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer and (vi) consummate the Exchange Offer on the earliest practicable date after the Exchange Registration Statement has become effective, but in no event later than 30 Business Days thereafter (such 30th Business Day being the “Consummation Date”). The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange ActOffer. The Exchange Offer will be deemed to have been “"completed” " only (A) if the debt securities and related guarantees received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under need for further compliance with Section 5 of the Securities Act and (except for the requirement to deliver a prospectus included in the Exchange Act Registration Statement applicable to resales by broker-dealers of Exchange Securities received by such broker-dealer pursuant to an Exchange Offer in exchange for Registrable Securities other than those acquired by the broker-dealer directly from the Company) and without material restrictions under the blue sky or securities laws of a substantial majority of the states States of the United States of America, and (B) . The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (1i) the Company having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (2ii) the Company having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 Business Days 30 days following the commencement of the Exchange Offer. The Company and the Guarantors agree agrees (Ix) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer (where such Exchange Security was received by a broker-dealer in an Exchange Offer in exchange for a Registrable Security that was acquired by such broker-dealer for its own account as a result of market-making or other trading activities, so long as such Registrable Security was not acquired directly from the Company or an affiliate of the Company) and (IIy) to keep such Exchange Registration Statement effective for a period (the “Resale Period”"RESALE PERIOD") beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (bc), (cd) and (de) hereof. The obligations of the Company and the Guarantors set forth in this Section 2(a) shall cease on the date on which the Securities become Freely Tradable.

Registration Under the Securities Act. (a) Subject to the last sentence of this Except as set forth in Section 2(a), if the Securities have not become Freely Tradable on or before the Free Trade Date2(b) below, the Company and the Guarantors agree to use all commercially reasonable efforts to (i) file under the Securities Act a registration statement relating to an offer to exchange (such registration statement, the “Exchange Registration Statement,” ”, and such offer, the “Exchange Offer”) any and all of the Securities for a like aggregate principal amount of debt securities issued by the Company and guaranteed by the Guarantors, which debt securities and guarantees are substantially identical to the Securities and the related Guarantees, respectively (and are entitled to the benefits of a trust indenture that is substantially identical to the Indenture or is the Indenture and that has been qualified under the Trust Indenture ActIndenture), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest Special Interest contemplated in Section 2(b2(c) below (such new debt securities are hereinafter called “Exchange Securities”), . The Company and the Guarantors agree to use all commercially reasonable efforts (iii) to cause the such Exchange Registration Statement to become effective under the Securities Act, (iii) commence the Exchange Offer Act as promptly as practicable after such Exchange Registration Statement has become effective, is filed and (ivii) hold to cause the Exchange Offer open for at least 20 Business Days (or longer if required by applicable law) after the date that notice to be completed within 365 days of the Exchange Offer is mailed to holders of the Securities, (v) exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer and (vi) consummate the Exchange Offer on the earliest practicable date after the Exchange Registration Statement has become effective, but in no event later than 30 Business Days thereafter (such 30th Business Day being the “Consummation Closing Date”). The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. Unless the Exchange Offer would not be permitted by applicable law or Commission policy, the Company further agrees to use all commercially reasonable efforts to (i) commence the Exchange Offer promptly (but no later than 10 Business Days) following the Effective Time of such Exchange Registration Statement, (ii) hold the Exchange Offer open for at least 20 Business Days in accordance with Regulation 14E promulgated by the Commission under the Exchange Act and (iii) exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn promptly following the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been “completed” only (Ai) if the debt securities and related guarantees received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the states States of the United States of America, America and (Bii) upon the earlier to occur of (1) the Company having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (2) the Company having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 and not more than 30 Business Days following the commencement of the Exchange Offer. The Company and the Guarantors agree (Ix) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (IIy) to keep such Exchange Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections Subsections 6(a), (bc), (cd) and (d) hereof. The obligations of the Company and the Guarantors set forth in this Section 2(a) shall cease on the date on which the Securities become Freely Tradablee).

Registration Under the Securities Act. (a) Subject to the last sentence of this Except as set forth in Section 2(a), if the Securities have not become Freely Tradable on or before the Free Trade Date2(b) below, the Company and the Guarantors agree to use all commercially reasonable efforts to (i) file under the Securities Act Act, within 210 days after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the “Exchange Registration Statement,” ”, and such offer, the “Exchange Offer”) any and all of the Securities for a like aggregate principal amount of debt securities issued by the Company and guaranteed by the Guarantors, which debt securities and guarantees are substantially identical to the Securities and the related Guarantees, respectively (and are entitled to the benefits of a trust indenture that is substantially identical to the Indenture or is the Indenture and that has been qualified under the Trust Indenture ActIndenture), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest Special Interest contemplated in Section 2(b2(c) below (such new debt securities are hereinafter called “Exchange Securities”), (ii) . The Company and the Guarantors agree to use commercially reasonable efforts to cause the Exchange Registration Statement to become effective under the Securities Act, (iii) commence the Exchange Offer promptly after such Exchange Registration Statement has become effective, (iv) hold the Exchange Offer open for at least 20 Business Days (or longer if required by applicable law) Act no later than 270 days after the date that notice of the Exchange Offer is mailed to holders of the Securities, (v) exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer and (vi) consummate the Exchange Offer on the earliest practicable date after the Exchange Registration Statement has become effective, but in no event later than 30 Business Days thereafter (such 30th Business Day being the “Consummation Closing Date”). The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. Unless the Exchange Offer would not be permitted by applicable law or Commission policy, the Company further agrees to use commercially reasonable efforts to (i) commence the Exchange Offer promptly (but no later than 10 Business Days) following the Effective Time of such Exchange Registration Statement, (ii) hold the Exchange Offer open for at least 20 Business Days in accordance with Regulation 14E promulgated by the Commission under the Exchange Act and (iii) exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn promptly following the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been “completed” only (Ai) if the debt securities and related guarantees received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the states of the United States of America, and (Bii) upon the earlier to occur of (1) the Company having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (2) the Company having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 and not more than 30 Business Days following the commencement of the Exchange Offer. The Company and the Guarantors agree agree, that upon request, they will (Ix) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (IIy) to keep such Exchange Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections Subsections 6(a), (bc), (cd) and (d) hereof. The obligations of the Company and the Guarantors set forth in this Section 2(a) shall cease on the date on which the Securities become Freely Tradablee).

Registration Under the Securities Act. (a) Subject to the last sentence of this Except as set forth in Section 2(a), if the Securities have not become Freely Tradable on or before the Free Trade Date2(b) below, the Company and the Guarantors Issuers agree to use all commercially their reasonable best efforts to (i) file under the Securities Act Act, within 120 days after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the “Exchange Registration Statement,” ”, and such offer, the “Exchange Offer”) any and all of the Securities for a like aggregate principal amount of debt securities issued by the Company and guaranteed by the Guarantors, which debt securities and guarantees are substantially identical to the Securities and the related Guarantees, respectively (and are entitled to the benefits of a trust indenture that which is substantially identical to the Indenture or is the Indenture and that which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain restrictions on transfer or provisions for the additional interest contemplated in Section 2(b2(c) below or the liquidated damages provided in Section 2 (d) below (such new debt securities are hereinafter called “Exchange Securities”), (ii) . The Issuers agree to use their reasonable best efforts to cause the Exchange Registration Statement to become effective under the Securities Act, (iii) commence the Exchange Offer promptly after such Exchange Registration Statement has become effective, (iv) hold the Exchange Offer open for at least 20 Business Days (or longer if required by applicable law) Act within 150 days after the date that notice of the Exchange Offer is mailed to holders of the Securities, (v) exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer and (vi) consummate the Exchange Offer on the earliest practicable date after the Exchange Registration Statement has become effective, but in no event later than 30 Business Days thereafter (such 30th Business Day being the “Consummation Closing Date”). The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Exchange Offer will be deemed Issuers further agree to have been “completed” only (A) if the debt securities and related guarantees received by holders other than Restricted Holders in use their reasonable best efforts to commence the Exchange Offer for Registrable Securities arepromptly, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the states of the United States of America, and (B) upon the earlier to occur of (1) the Company having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to hold the Exchange Offer and open for the period required by applicable law (2) the Company having exchanged, including pursuant to any applicable interpretation by the Exchange Offerstaff of the Commission), but in any event for at least 10 business days and exchange Exchange Securities for all Registrable Securities that have been properly validly tendered and not withdrawn before on or prior to the expiration of the Exchange Offer. If the Issuers commence the Exchange Offer, which shall the Company will be on a date that is at least 20 Business Days following entitled to close the Exchange Offer 30 days after the commencement thereof (or at the end of such shorter period permitted by applicable law), provided that the Company has accepted all the Registrable Securities validly tendered in accordance with the terms of the Exchange Offer. The Company and the Guarantors Issuers agree (Ix) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (IIy) to keep such Exchange Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th 90th day after the Exchange Offer has been completed or and such time as such broker-dealers no longer own any Registrable Securities. With respect Each holder participating in the Exchange Offer shall be required to represent to the Company that (i) any Exchange Securities received by such holder will be acquired in the ordinary course of business, (ii) at the time of the commencement of the Exchange Offer such holder has no arrangements or understanding with any person to participate in the distribution of the Securities or the Exchange Securities within the meaning of the Securities Act, (iii) such holder is not an “affiliate,” as defined in Rule 405 of the Securities Act, of the Company, (iv) if such holder is not a broker-dealer, that it is not engaged in, and does not intend to engage in, the distribution of the Exchange Securities, (v) if such holder is a broker-dealer, that it will receive Exchange Securities for its own account in exchange for Securities that were acquired as a result of market-making activities or other trading activities and that it will deliver a prospectus in connection with any resale of such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (b), (c) Securities and (dvi) hereof. The obligations such holder is not acting on behalf of any person who could not truthfully make the Company and the Guarantors set forth in this Section 2(a) shall cease on the date on which the Securities become Freely Tradableforegoing representations.

Registration Under the Securities Act. (a) Subject Except as set forth in Section 2(b) below, the Issuer agrees to the last sentence of this Section 2(a), if use its best efforts to file or cause to be filed under the Securities have not become Freely Tradable Act, as soon as practicable, but no later than on or before the Free Trade DateSeptember 30, the Company and the Guarantors agree to use all commercially reasonable efforts to (i) file under the Securities Act 2022, a registration statement relating to an offer offers to exchange (such registration statement, the “Exchange Offer Registration Statement,” ”, and such offeroffers, the “Exchange OfferOffers”) any and all of the Securities 2032 Notes for a like aggregate principal amount of debt securities issued by the Company Issuer and guaranteed by the Guarantors, which debt securities and guarantees guaranties are substantially identical to the Securities and the related GuaranteesGuaranties, respectively (and are entitled to the benefits of a trust indenture that which is substantially identical to the Indenture or is the Indenture and that which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act Act, and do not contain provisions for the additional interest contemplated in Section 2(b2(c) below (such new debt securities are hereinafter called the “Exchange Securities”), (ii) . The Issuer agrees to use its best efforts to cause the Exchange Offer Registration Statement to become effective by the Commission under the Securities ActAct as soon as practicable, (iii) commence but no later than March 1, 2023. The Exchange Offers will be registered under the Securities Act on the appropriate form and will comply with all applicable rules and regulations under the Exchange Offer promptly after such Act. The Issuer further agrees to use its best efforts to commence and complete the Exchange Registration Statement has become effectiveOffers promptly, (iv) but no later than April 5, 2023, hold the Exchange Offer Offers open for at least 20 Business Days (or longer if required by applicable law) after the date that notice of the Exchange Offer is mailed to holders of the Securities, (v) exchange 30 days and issue and deliver Exchange Securities in exchange for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer Offers. Each holder of Registrable Securities who wishes to exchange such Registrable Securities for Exchange Securities in, and (vi) consummate in accordance with the terms of, the Exchange Offers will be required to make certain customary representations in connection therewith, including representations that such holder is not a Restricted Holder. Upon the effectiveness of the Exchange Offer on Registration Statement, the earliest practicable date after Issuer shall promptly commence the Exchange Registration Statement has become effectiveOffers, but in no event later than 30 Business Days thereafter (such 30th Business Day it being the “Consummation Date”). The objective of such Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Exchange Offer will be deemed to have been “completed” only Offers that each holder (A) if the debt securities and related guarantees received by holders other than a Restricted Holders Holder) electing to participate in the Exchange Offer for Registrable Offers will receive Exchange Securities that are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the states of the United States of America, and (B) . The Exchange Offers shall be deemed to have been completed upon the earlier to occur of (1i) the Company Issuer having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer Offers and (2ii) the Company Issuer having exchanged, pursuant to the Exchange OfferOffers, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange OfferOffers, which shall be on a date that is at least 20 Business Days 30 days following the commencement of the Exchange OfferOffers. The Company and the Guarantors agree Issuer agrees (Ix) to include in the Exchange Offer Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (IIy) to keep such Exchange Offer Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Securities are first issued in the Exchange Offer Offers and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has Offers have been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Offer Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (bc), (cd) and (de) hereof. The obligations of the Company and the Guarantors set forth in this Section 2(a) shall cease on the date on which the Securities become Freely Tradable.

Registration Under the Securities Act. (a) Subject The Company shall, prior to the last sentence later of this Section 2(a)(i) the Filing Deadline or (ii) the 45th day prior to the expiration of any resale restrictions pursuant to any bank regulatory obligation or agreement to which the Holders are subject, if file with the Commission a shelf Registration Statement on Form S-1 or such other form under the Securities have not become Freely Tradable on or before Act then available to the Free Trade DateCompany (a “Shelf Registration Statement”) relating to the offer and sale of the Registrable Securities by the Holders from time to time pursuant to Rule 415 in accordance with the methods of distribution elected by such Holders holding a majority of the Registrable Securities and set forth in such Shelf Registration Statement (such date, the Company and the Guarantors agree to “Filing Date”) and, thereafter, shall use all its commercially reasonable efforts to (i) file cause such Shelf Registration Statement to be declared effective under the Securities Act as soon as practicable after the initial filing thereof, but no later than 90 calendar days following the Filing Date; provided, however, that the Company may, upon written notice to the Holders, postpone having the Shelf Registration Statement declared effective for a registration statement relating reasonable period not to an offer to exchange (such registration statementexceed 90 days if the Company possesses material non-public information, the “Exchange Registration Statement,” and such offer, the “Exchange Offer”) any and all disclosure of the Securities for which would have a like aggregate principal amount of debt securities issued by material adverse effect on the Company and guaranteed by its subsidiaries taken as a whole. The Company agrees to use commercially reasonable efforts to keep such Shelf Registration Statement (or any replacement Shelf Registration Statement) continuously effective until there are no longer any Registrable Securities outstanding; provided however, that if the Guarantorsregistration statement filed pursuant to this Section 2(a) shall be no longer effective for any reason, which debt securities and guarantees are substantially identical any of the Registrable Securities remain unsold, the Company will promptly file a new Shelf Registration Statement on Form S-1 or such other form under the Securities Act then available to the Company relating to such unsold Registrable Securities and will use its commercially reasonable efforts to cause such Registration Statement to be declared effective no later than 90 calendar days following the related Guaranteesdate of filing, respectively (and are entitled will take all other action necessary or appropriate to permit the public offering and sale of the remaining Registrable Securities to continue as contemplated under the terms of this Agreement with respect to the benefits of a trust indenture that is substantially identical to expired Shelf Registration Statement. Notwithstanding the Indenture or is foregoing, if the Indenture and that Company has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement Shelf Registration Statement on Form S-1 under the Securities Act and do not contain provisions for the additional interest contemplated in Section 2(b) below (becomes eligible to use Form S-3 or such new debt securities are hereinafter called “Exchange Securities”), (ii) cause the Exchange Registration Statement to become effective other short-form registration statement form under the Securities Act, (iii) commence the Exchange Offer promptly after such Exchange Company may, upon 30 Business Days prior written notice to the Holders, register any Registrable Securities registered but not yet distributed under the effective Shelf Registration Statement has become on such a short-form Shelf Registration Statement and, once the short-form Shelf Registration Statement is declared effective, de-register such shares under the previous Registration Statement or transfer the filing fees from the previous Registration Statement (ivsuch transfer pursuant to Rule 429, if applicable) hold unless any Holder registered under the Exchange Offer open for at least 20 initial Shelf Registration Statement notifies the Company within 15 Business Days (of receipt of the Company notice that such a registration under a new Registration Statement and de-registration of the initial Shelf Registration Statement would interfere with its distribution of Registrable Securities already in progress, in which case the Company shall delay the effectiveness of the short-form Registration Statement and termination of the then-effective initial Registration Statement or longer if required by applicable law) after any short-form Registration Statement for the period necessary to complete such distribution and no more than 45 days from the date that the Company receives the notice from such Holders requesting a delay. Any Shelf Registration Statement shall provide for the resale from time to time and pursuant to any method or combination of methods legally available (including, without limitation, an Underwritten Offering, a direct sale to purchasers or a sale through brokers or agents, which may include sales over the Exchange Offer is mailed to holders internet) by the Holders of the Securities, (v) exchange Exchange Securities for any and all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer and (vi) consummate the Exchange Offer on the earliest practicable date after the Exchange Registration Statement has become effective, but in no event later than 30 Business Days thereafter (such 30th Business Day being the “Consummation Date”). The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Exchange Offer will be deemed to have been “completed” only (A) if the debt securities and related guarantees received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the states of the United States of America, and (B) upon the earlier to occur of (1) the Company having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (2) the Company having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 Business Days following the commencement of the Exchange Offer. The Company and the Guarantors agree (I) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (II) to keep such Exchange Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (b), (c) and (d) hereof. The obligations of the Company and the Guarantors set forth in this Section 2(a) shall cease on the date on which the Securities become Freely Tradable.

Registration Under the Securities Act. (a) Subject to the last sentence of this Except as set forth in Section 2(a), if the Securities have not become Freely Tradable on or before the Free Trade Date2(b) below, the Company and the Guarantors agree to use all commercially reasonable efforts to (i) file under the Securities Act no later than 180 days after the Closing Date, or if the 180th day is not a Business Day, the first Business Day thereafter, a registration statement relating to an offer to exchange (such registration statement, the “Exchange Registration Statement,” ”, and such offer, the “Exchange Offer”) any and all of the Securities for a like aggregate principal amount of debt securities issued by the Company and guaranteed by the Guarantors, which debt securities and guarantees are substantially identical to the Securities and the related Guarantees, respectively (and are entitled to the benefits of a trust indenture that is substantially identical to the Indenture or is the Indenture and that has been qualified under the Trust Indenture ActIndenture), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest Additional Interest contemplated in Section 2(b2(c) below (such new debt securities are hereinafter called “Exchange Securities”), (ii) . The Company and the Guarantors agree to use all commercially reasonable efforts to cause the Exchange Registration Statement to become effective under the Securities Act, (iii) commence the Exchange Offer promptly after such Exchange Registration Statement has become effective, (iv) hold the Exchange Offer open for at least 20 Business Days (or longer if required by applicable law) Act no later than 270 days after the date that notice of Closing Date or, if the Exchange Offer 270th day is mailed to holders of not a Business Day, the Securities, (v) exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer and (vi) consummate the Exchange Offer on the earliest practicable date after the Exchange Registration Statement has become effective, but in no event later than 30 Business Days thereafter (such 30th first Business Day being the “Consummation Date”)thereafter. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. Unless the Exchange Offer would not be permitted by applicable law or Commission policy, the Company further agrees to use all commercially reasonable efforts to (i) commence the Exchange Offer promptly (but no later than 10 Business Days) following the Effective Time of such Exchange Registration Statement, (ii) hold the Exchange Offer open for at least 20 Business Days in accordance with Regulation 14E promulgated by the Commission under the Exchange Act and (iii) exchange Exchange Securities for all Registrable Securities that have been validly tendered and not properly withdrawn promptly following the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been “completed” only (A) if the debt securities and related guarantees received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the states of the United States of America, and (B) upon the earlier to occur of (1) the Company having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (2) the Company having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly validly tendered and not properly withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 and not more than 30 Business Days following the commencement of the Exchange Offer. The Company and the Guarantors agree (Ix) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (IIy) to keep such Exchange Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections Subsections 6(a), (bc), (cd) and (d) hereof. The obligations of the Company and the Guarantors set forth in this Section 2(a) shall cease on the date on which the Securities become Freely Tradablee).

Registration Under the Securities Act. (a) Subject to the last sentence of this Except as set forth in Section 2(a), if the Securities have not become Freely Tradable on or before the Free Trade Date2(b) below, the Company and the Guarantors agree to use all commercially reasonable efforts to (i) file under the Securities Act Act, within 210 days after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the “Exchange Registration Statement,” ”, and such offer, the “Exchange Offer”’) any and all of the Securities for a like aggregate principal amount of debt securities issued by the Company and guaranteed by the Guarantors, which debt securities and guarantees are substantially identical to the Securities and the related Guarantees, respectively (and are entitled to the benefits of a trust indenture that is substantially identical to the Indenture or is the Indenture and that has been qualified under the Trust Indenture ActIndenture), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest Special Interest contemplated in Section 2(b2(c) below (such new debt securities are hereinafter called “Exchange Securities”’), (ii) . The Company and the Guarantors agree to use commercially reasonable efforts to cause the Exchange Registration Statement to become effective under the Securities Act, (iii) commence the Exchange Offer promptly after such Exchange Registration Statement has become effective, (iv) hold the Exchange Offer open for at least 20 Business Days (or longer if required by applicable law) Act no later than 270 days after the date that notice of the Exchange Offer is mailed to holders of the Securities, (v) exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer and (vi) consummate the Exchange Offer on the earliest practicable date after the Exchange Registration Statement has become effective, but in no event later than 30 Business Days thereafter (such 30th Business Day being the “Consummation Closing Date”). The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. Unless the Exchange Offer would not be permitted by applicable law or Commission policy, the Company further agrees to use commercially reasonable efforts to (i) commence the Exchange Offer promptly (but no later than 10 Business Days) following the Effective Time of such Exchange Registration Statement, (ii) hold the Exchange Offer open for at least 20 Business Days in accordance with Regulation 14E promulgated by the Commission under the Exchange Act and (iii) exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn promptly following the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been “completed” only (Ai) if the debt securities and related guarantees received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the states of the United States of America, and (Bii) upon the earlier to occur of (1) the Company having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (2) the Company having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 and not more than 30 Business Days following the commencement of the Exchange Offer. The Company and the Guarantors agree agree, that upon request, they will (Ix) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (IIy) to keep such Exchange Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections Subsections 6(a), (bc), (cd) and (d) hereof. The obligations of the Company and the Guarantors set forth in this Section 2(a) shall cease on the date on which the Securities become Freely Tradablee).

Registration Under the Securities Act. (a) Subject to the last sentence of this Except as set forth in Section 2(a), if the Securities have not become Freely Tradable on or before the Free Trade Date2(b) below, the Company and the Guarantors agree agrees to use all commercially reasonable efforts to (i) file under the Securities Act Act, as soon as practicable, but no later than 90 days after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the “"Exchange Registration Statement,” ", and such offer, the “"Exchange Offer”") any and all of the Securities for a like aggregate principal amount of debt securities issued by the Company and guaranteed by the GuarantorsCompany, which debt securities and guarantees are substantially identical to the Securities and the related Guarantees, respectively (and are entitled to the benefits of a trust indenture that which is substantially identical to the Indenture or is the Indenture and that which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest contemplated in Section 2(b2(c) below (such new debt securities are hereinafter called “"Exchange Securities”"), (ii) . The Company agrees to use its reasonable best efforts to cause the Exchange Registration Statement to become effective under the Securities ActAct as soon as practicable, (iii) commence the Exchange Offer promptly after such Exchange Registration Statement has become effective, (iv) hold the Exchange Offer open for at least 20 Business Days (or longer if required by applicable law) but no later than 180 days after the date that notice of the Exchange Offer is mailed to holders of the Securities, (v) exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer and (vi) consummate the Exchange Offer on the earliest practicable date after the Exchange Registration Statement has become effective, but in no event later than 30 Business Days thereafter (such 30th Business Day being the “Consummation Closing Date”). The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Company further agrees to use its best efforts to commence and complete the Exchange Offer promptly, but no later than 45 days after such registration statement has become effective, hold the Exchange Offer open for at least 30 days and exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been “"completed” " only (A) if the debt securities and related guarantees received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the states States of the United States of America, and (B) . The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (1i) the Company having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (2ii) the Company having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 Business Days 30 days following the commencement of the Exchange Offer. The Company and the Guarantors agree agrees (Ix) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (IIy) to keep such Exchange Registration Statement effective for a period (the “"Resale Period”") beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (bc), (cd) and (de) hereof. The obligations of the Company and the Guarantors set forth in this Section 2(a) shall cease on the date on which the Securities become Freely Tradable.

Registration Under the Securities Act. (a) Subject to the last sentence of this Except as set forth in Section 2(a), if the Securities have not become Freely Tradable on or before the Free Trade Date2(b) below, the Company and the Guarantors Issuers agree to use all commercially reasonable efforts to (i) file under the Securities Act a Act, one or more registration statement statements relating to an offer to exchange (such registration statementstatements, together, the “Exchange Registration Statement,” and such offer, the “Exchange Offer”) any and all of the Securities for a like aggregate principal amount of debt securities issued by the Company and guaranteed by the GuarantorsIssuers, which debt securities and guarantees are substantially identical to the Securities and the related Guarantees, respectively (and are entitled to the benefits of a trust indenture that which is substantially identical to the Indenture or is the Indenture and that which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest Additional Interest contemplated in Section 2(b2(d) below (such new debt securities are hereinafter called “Exchange Securities”), (ii) cause the Exchange Registration Statement . The Issuers agree to become effective under the Securities Act, (iii) commence use all commercially reasonable efforts to complete the Exchange Offer promptly after such Exchange Registration Statement has become effective, (iv) hold the Exchange Offer open for at least 20 Business Days (or longer if required by applicable law) no later than 365 days after the date that notice of the Exchange Offer is mailed to holders of the Securities, (v) exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer and (vi) consummate the Exchange Offer on the earliest practicable date after the Exchange Registration Statement has become effective, but in no event later than 30 Business Days thereafter (such 30th Business Day being the “Consummation Issue Date”). The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. Unless the Exchange Offer would not be permitted by applicable law or Commission policy, the Issuers further agree to use all commercially reasonable efforts to (i) commence the Exchange Offer promptly following the Effective Time of such Exchange Registration Statement, (ii) hold the Exchange Offer open for at least 20 Business Days in accordance with Regulation 14E promulgated by the Commission under the Exchange Act, or longer, if required by the federal securities laws and (iii) exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn promptly following the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been “completed” only only: (Ai) if the debt securities and related guarantees Exchange Securities received by holders holders, other than Restricted Holders Holders, in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the states States of the United States of America, America and (Bii) upon the earlier to occur of (1) the Company having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (2) the Company Issuers having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 Business Days following the commencement of the Exchange Offer. The Company and the Guarantors Issuers agree (Ix) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (IIy) to keep such Exchange Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th 90th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections Subsections 6(a), (be), (cf) and (d) hereof. The obligations of the Company and the Guarantors set forth in this Section 2(a) shall cease on the date on which the Securities become Freely Tradableg).

Registration Under the Securities Act. (a) Subject to the last sentence of this Except as set forth in Section 2(a), if the Securities have not become Freely Tradable on or before the Free Trade Date2(b) below, the Company and the Guarantors agree Partnership agrees to use all commercially its reasonable efforts to (i) file under the Securities Act Act, as soon as practicable, but no later than 120 days after the Closing Date, a single registration statement relating to an offer to exchange (such registration statement, the “"Exchange Registration Statement,” and " and, such offer, the “"Exchange Offer”") any and all of the Securities for a like aggregate principal amount of debt securities issued by the Company and guaranteed by the GuarantorsPartnership, which debt securities and guarantees are will be substantially identical to the such Securities and the related Guarantees, respectively (and are will be entitled to the benefits of a trust indenture that is will be substantially identical to the Indenture or is the Indenture and that has been will be qualified under the Trust Indenture Act), except that they such new debt securities will have been registered pursuant to an effective registration statement under the Securities Act Act, will not be subject to transfer restrictions or registration rights and do will not contain be entitled to the benefit of provisions for the additional interest Additional Interest contemplated in Section 2(b2(c) below (such new debt securities are hereinafter called “"Exchange Securities”"), (ii) . The Partnership agrees to use its reasonable efforts to cause the Exchange Registration Statement to become effective under the Securities ActAct as soon as practicable, (iii) commence the Exchange Offer promptly after such Exchange Registration Statement has become effective, (iv) hold the Exchange Offer open for at least 20 Business Days (or longer if required by applicable law) but no later than 210 days after the date that notice of the Exchange Offer is mailed to holders of the Securities, (v) exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer and (vi) consummate the Exchange Offer on the earliest practicable date after the Exchange Registration Statement has become effective, but in no event later than 30 Business Days thereafter (such 30th Business Day being the “Consummation Closing Date”). The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Partnership further agrees to use its reasonable efforts to commence and complete the Exchange Offer will promptly, but no later than 45 Business Days after the date on which such Exchange Registration Statement has become effective, to hold the Exchange Offer open for at least 30 days and to exchange the Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Exchange Offer shall be deemed to have been “completed” only (A) if the debt securities and related guarantees received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the states of the United States of America, and (B) completed upon the earlier to occur of (1i) the Company Partnership having exchanged the Exchange Securities for all outstanding Registrable Securities that are properly tendered and not withdrawn pursuant to the Exchange Offer and (2ii) the Company Partnership having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 Business Days 30 days following the commencement of the Exchange Offer. The Company and the Guarantors agree Partnership agrees (Ix) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (IIy) to keep such Exchange Registration Statement effective for a period (the “"Resale Period”") beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th 120th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (b5(a), (c), (d) and (de) hereof. The obligations of the Company and the Guarantors set forth in this Section 2(a) shall cease on the date on which the Securities become Freely Tradable.

Registration Under the Securities Act. (a) Subject to the last sentence of this Except as set forth in Section 2(a), if the Securities have not become Freely Tradable on or before the Free Trade Date2(b) below, the Company and the Guarantors agree agrees to use all its commercially reasonable efforts to (i) file under the Securities Act a registration statement relating to an offer to exchange (such registration statement, the “Exchange Registration Statement,” ”, and such offer, the “Exchange Offer”) any and all of the Securities for a like aggregate principal amount of debt securities issued by the Company and guaranteed by the Guarantors, which debt securities and guarantees Guarantees are substantially identical to the Securities and the related Guarantees, respectively (and are entitled to the benefits of a trust indenture that which is substantially identical to the Indenture or is the Indenture and that which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain restrictions on transfer or provisions for the additional interest contemplated in Section 2(b2(c) below or the liquidated damages provided in Section 2(d) below (such new debt securities are hereinafter called “Exchange Securities”), (ii) . The Company agrees to use its commercially reasonable efforts to cause the Exchange Registration Statement to become effective under the Securities Act, (iii) commence Act within 365 days following the Exchange Offer promptly after such Exchange Registration Statement has become effective, (iv) hold the Exchange Offer open for at least 20 Business Days (or longer if required by applicable law) after the date that notice of the Exchange Offer is mailed to holders of the Securities, (v) exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer and (vi) consummate the Exchange Offer on the earliest practicable date after the Exchange Registration Statement has become effective, but in no event later than 30 Business Days thereafter (such 30th Business Day being the “Consummation Closing Date”). The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Exchange Offer will be deemed Company further agrees to have been “completed” only (A) if the debt securities and related guarantees received by holders other than Restricted Holders in use its commercially reasonable efforts to commence the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and promptly after the Exchange Act and without material restrictions under Registration Statement becomes effective, hold the blue sky or securities laws of a substantial majority Exchange Offer open for the period required by applicable law (including pursuant to any applicable interpretation by the staff of the states of the United States of AmericaCommission), but in any event for at least 10 business days, and (B) upon the earlier to occur of (1) the Company having exchanged exchange the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (2) the Company having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly validly tendered and not withdrawn before on or prior to the expiration of the Exchange Offer. If the Company commences the Exchange Offer, which shall the Company will be on a date that is at least 20 Business Days following entitled to close the Exchange Offer 30 days after the commencement thereof (or at the end of such shorter period permitted by applicable law; provided that such period shall not, in any case, be less than 10 business days); provided that the Company has accepted all the Securities validly tendered in accordance with the terms of the Exchange Offer. The Company and the Guarantors agree agrees (Ix) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (IIy) to keep such Exchange Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th 90th day after the Exchange Offer has been completed or and such time as such broker-dealers no longer own any Registrable Securities. With respect Each holder participating in the Exchange Offer shall be required to represent to the Company that (i) any Exchange Securities received by such holder will be acquired in the ordinary course of business, (ii) at the time of the commencement of the Exchange Offer such holder has no arrangements or understanding with any person to participate in the distribution of the Securities or the Exchange Securities within the meaning of the Securities Act, (iii) such holder is not an “affiliate,” as defined in Rule 405 of the Securities Act, of the Company, (iv) if such holder is not a broker-dealer, that it is not engaged in, and does not intend to engage in, the distribution of the Exchange Securities, (v) if such holder is a broker-dealer, that it will receive Exchange Securities for its own account in exchange for Securities that were acquired as a result of market making activities or other trading activities and that it will deliver a prospectus in connection with any resale of such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (b), (c) Securities and (dvi) hereof. The obligations such holder is not acting on behalf of any person who could not truthfully make the Company and the Guarantors set forth in this Section 2(a) shall cease on the date on which the Securities become Freely Tradableforegoing representations.

Registration Under the Securities Act. (a) Subject to the last sentence of this Except as set forth in Section 2(a), if the Securities have not become Freely Tradable on or before the Free Trade Date2(b) below, the Company and the Guarantors Issuers agree to use all their commercially reasonable efforts to (i) file under the Securities Act a registration statement relating to an offer to exchange (such registration statement, the “Exchange Registration Statement,” ”, and such offer, the “Exchange Offer”) any and all of the Securities for a like aggregate principal amount of debt securities issued by the Company Issuers and guaranteed by the Guarantors, which debt securities and guarantees Guarantees are substantially identical to the Securities and the related Guarantees, respectively (and are entitled to the benefits of a trust indenture that which is substantially identical to the Indenture or is the Indenture and that which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain restrictions on transfer or provisions for the additional interest contemplated in Section 2(b2(c) below or the liquidated damages provided in Section 2(d) below (such new debt securities are hereinafter called “Exchange Securities”), (ii) . The Issuers agree to use their commercially reasonable efforts to cause the Exchange Registration Statement to become effective under the Securities Act, (iii) commence the Exchange Offer promptly after such Exchange Registration Statement has become effective, (iv) hold the Exchange Offer open for at least 20 Business Days (or longer if required by applicable law) Act within 360 days after the date that notice of the Exchange Offer is mailed to holders of the Securities, (v) exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer and (vi) consummate the Exchange Offer on the earliest practicable date after the Exchange Registration Statement has become effective, but in no event later than 30 Business Days thereafter (such 30th Business Day being the “Consummation Closing Date”). The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Exchange Offer will be deemed Issuers further agree to have been “completed” only (A) if the debt securities and related guarantees received by holders other than Restricted Holders in use their commercially reasonable efforts to commence the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and promptly after the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the states of the United States of AmericaRegistration Statement becomes effective, and (B) upon the earlier to occur of (1) the Company having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to hold the Exchange Offer and open for the period required by applicable law (2) the Company having exchanged, including pursuant to any applicable interpretation by the Exchange Offerstaff of the Commission), but in any event for at least 10 business days, and exchange the Exchange Securities for all Registrable Securities that have been properly validly tendered and not withdrawn before on or prior to the expiration of the Exchange Offer. If the Issuers commence the Exchange Offer, which shall the Issuers will be on a date that is at least 20 Business Days following entitled to close the Exchange Offer 30 days after the commencement thereof (or at the end of such shorter period permitted by applicable law), provided that the Issuers have accepted all the Registrable Securities validly tendered in accordance with the terms of the Exchange Offer. The Company and the Guarantors Issuers agree (Ix) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (IIy) to keep such Exchange Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th 90th day after the Exchange Offer has been completed or and such time as such broker-dealers no longer own any Registrable Securities. With respect Each holder participating in the Exchange Offer shall be required to represent to the Issuers that (i) any Exchange Securities received by such holder will be acquired in the ordinary course of business, (ii) at the time of the commencement of the Exchange Offer such holder has no arrangements or understanding with any person to participate in the distribution of the Securities or the Exchange Securities within the meaning of the Securities Act, (iii) such holder is not an “affiliate,” as defined in Rule 405 of the Securities Act, of the Issuers, (iv) if such holder is not a broker-dealer, that it is not engaged in, and does not intend to engage in, the distribution of the Exchange Securities, (v) if such holder is a broker-dealer, that it will receive Exchange Securities for its own account in exchange for Securities that were acquired as a result of market-making activities or other trading activities and that it will deliver a prospectus in connection with any resale of such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (b), (c) Securities and (dvi) hereof. The obligations such holder is not acting on behalf of any person who could not truthfully make the Company and the Guarantors set forth in this Section 2(a) shall cease on the date on which the Securities become Freely Tradableforegoing representations.

Registration Under the Securities Act. (a) Subject to the last sentence of this Except as set forth in Section 2(a), if the Securities have not become Freely Tradable on or before the Free Trade Date2(b) below, the Company and the Guarantors agree agrees to use all commercially reasonable efforts to (i) file under the Securities Act Act, as soon as practicable, but no later than 150 days after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the “"Exchange Registration Statement,” ", and such offer, the “"Exchange Offer”") any and all of the Securities for a like aggregate principal amount of debt securities issued by the Company and guaranteed by the GuarantorsCompany, which debt securities and guarantees are substantially identical to the Securities and the related Guarantees, respectively (and are entitled to the benefits of a trust indenture that which is substantially identical to the Indenture or is the Indenture and that which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest contemplated in Section 2(b2(c) below (such new debt securities are hereinafter called “"Exchange Securities”"), (ii) . The Company agrees to use its reasonable best efforts to cause the Exchange Registration Statement to become effective under the Securities ActAct as soon as practicable, (iii) commence the Exchange Offer promptly after such Exchange Registration Statement has become effective, (iv) hold the Exchange Offer open for at least 20 Business Days (or longer if required by applicable law) but no later than 180 days after the date that notice of the Exchange Offer is mailed to holders of the Securities, (v) exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer and (vi) consummate the Exchange Offer on the earliest practicable date after the Exchange Registration Statement has become effective, but in no event later than 30 Business Days thereafter (such 30th Business Day being the “Consummation Closing Date”). The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Company further agrees to use its best efforts to commence and complete the Exchange Offer promptly, but no later than 45 days after such registration statement has become effective, hold the Exchange Offer open for at least 30 days and exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been “"completed” " only (A) if the debt securities and related guarantees received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the states States of the United States of America, and (B) . The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (1i) the Company having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (2ii) the Company having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 Business Days 30 days following the commencement of the Exchange Offer. The Company and the Guarantors agree agrees (Ix) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (IIy) to keep such Exchange Registration Statement effective for a period (the “"Resale Period”") beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (bc), (cd) and (de) hereof. The obligations of the Company and the Guarantors set forth in this Section 2(a) shall cease on the date on which the Securities become Freely Tradable.

Registration Under the Securities Act. (a) Subject to the last sentence of this Except as set forth in Section 2(a), if the Securities have not become Freely Tradable on or before the Free Trade Date2(b) below, the Company and the Guarantors agree agrees to use all commercially reasonable efforts to (i) file under the Securities Act Act, no later than 120 days after the Closing Date a registration statement relating to an offer to exchange (such registration statement, the “Exchange Registration Statement,” ”, and such offer, the “Exchange Offer”) any and all of the Securities for a like aggregate principal amount of debt securities issued by the Company and guaranteed by the GuarantorsCompany, which debt securities and guarantees are substantially identical to the Securities and the related Guarantees, respectively (and are entitled to the benefits of a trust indenture that which is substantially identical to the Indenture or is the Indenture and that has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest contemplated in Section 2(b2(c) below (such new debt securities are hereinafter called “Exchange Securities”), (ii) . The Company agrees to use commercially reasonable efforts to cause the Exchange Registration Statement to become effective under the Securities Act, (iii) commence the Exchange Offer promptly after such Exchange Registration Statement has become effective, (iv) hold the Exchange Offer open for at least 20 Business Days (or longer if required by applicable law) Act no later than 180 days after the date that notice of the Exchange Offer is mailed to holders of the Securities, (v) exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer and (vi) consummate the Exchange Offer on the earliest practicable date after the Exchange Registration Statement has become effective, but in no event later than 30 Business Days thereafter (such 30th Business Day being the “Consummation Closing Date”). The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Company further agrees to use commercially reasonable efforts to commence and complete the Exchange Offer no later than 225 days after the Closing Date, hold the Exchange Offer open for at least 20 business days and exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been “completed” only (A) if the debt securities and related guarantees received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the states States of the United States of America, and (B) . The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (1i) the Company having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (2ii) the Company having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 Business Days business days following the commencement of the Exchange Offer. The Company and the Guarantors agree agrees (Ix) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (IIy) to keep such Exchange Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th 90th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (bc), (cd) and (de) hereof. The obligations of the Company and the Guarantors set forth in this Section 2(a) shall cease on the date on which the Securities become Freely Tradable.

Registration Under the Securities Act. (a) Subject to the last sentence of this Except as set forth in Section 2(a), if the Securities have not become Freely Tradable on or before the Free Trade Date2(b) below, the Company and the Guarantors agree agrees to use all its commercially reasonable efforts to (i) file under the Securities Act a registration statement relating to an offer to exchange (such registration statement, the “Exchange Registration Statement,” and such offer, the “Exchange Offer”) any and all of the Securities for a like aggregate principal amount of debt securities issued by the Company and guaranteed by the Guarantors, which debt securities and guarantees are substantially identical to the Securities and the related Guarantees, respectively (and are entitled to the benefits of a trust indenture that which is substantially identical to the Indenture or is the Indenture and that which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and Act, do not contain restrictions on transfer, do not contain provisions for the additional interest contemplated in Section 2(b2(c) below below, do not contain provisions for the liquidated damages provided in Section 2(d) below, will bear a different CUSIP or ISIN number from the Notes, will not entitle their holders to registration rights, and will be subject to terms relating to book-entry procedures and administrative terms relating to transfers that differ from those of the Notes (such new debt securities are hereinafter called “Exchange Securities”), (ii) . The Company agrees to use its commercially reasonable efforts to cause the Exchange Registration Statement to become effective under the Securities Act, (iii) commence Act within 365 days following the Exchange Offer promptly after such Exchange Registration Statement has become effective, (iv) hold the Exchange Offer open for at least 20 Business Days (or longer if required by applicable law) after the date that notice of the Exchange Offer is mailed to holders of the Securities, (v) exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer and (vi) consummate the Exchange Offer on the earliest practicable date after the Exchange Registration Statement has become effective, but in no event later than 30 Business Days thereafter (such 30th Business Day being the “Consummation Closing Date”). The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Exchange Offer will be deemed Company further agrees to have been “completed” only (A) if the debt securities and related guarantees received by holders other than Restricted Holders in use its commercially reasonable efforts to commence the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and promptly after the Exchange Act and without material restrictions under Registration Statement becomes effective, hold the blue sky or securities laws of a substantial majority Exchange Offer open for the period required by applicable law (including pursuant to any applicable interpretation by the staff of the states of the United States of AmericaCommission), but in any event for at least 10 business days, and (B) upon the earlier to occur of (1) the Company having exchanged exchange the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (2) the Company having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly validly tendered and not withdrawn before on or prior to the expiration of the Exchange Offer. If the Company commences the Exchange Offer, which shall the Company will be on a date that is at least 20 Business Days following entitled to close the Exchange Offer 30 days after the commencement thereof (or at the end of such shorter period permitted by applicable law; provided that such period shall not, in any case, be less than 10 business days), provided that the Company has accepted all the Securities validly tendered and not withdrawn in accordance with the terms of the Exchange Offer. The Company and the Guarantors agree agrees (Ix) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (IIy) to keep such Exchange Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th 90th day after the Exchange Offer has been completed or and such time as such broker-dealers no longer own any Registrable Securities. With respect Each holder participating in the Exchange Offer shall be required to represent to the Company that (i) any Exchange Securities received by such holder will be acquired in the ordinary course of business, (ii) such holder has no arrangement or understanding with any person to participate in the distribution of the Securities or the Exchange Securities, (iii) such holder is not an “affiliate,” as defined in Rule 405, of the Company, (iv) if such holder is not a broker-dealer, that it is not engaged in, and does not intend to engage in, the distribution of the Exchange Securities, (v) if such holder is a broker-dealer, that it will receive Exchange Securities for its own account in exchange for Securities that were acquired as a result of market making activities or other trading activities and, that it will deliver a prospectus in connection with any resale of such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (b), (c) Securities and (dvi) hereof. The obligations such holder is not acting on behalf of any person who could not truthfully make the Company and the Guarantors set forth in this Section 2(a) shall cease on the date on which the Securities become Freely Tradableforegoing representations.

Registration Under the Securities Act. (a) Subject to the last sentence of this Except as set forth in Section 2(a), if the Securities have not become Freely Tradable on or before the Free Trade Date2(b) below, the Company and the Guarantors Issuers agree to use all commercially reasonable efforts to (i) file under the Securities Act Act, as soon as practicable, a registration statement relating to an offer to exchange (such registration statement, the “Exchange Offer Registration Statement,” and such offer, the “Exchange Offer”) any and all of the Registrable Securities for a like aggregate principal amount of debt securities issued by Exchange Notes. The Issuers agree to use their reasonable best efforts to cause the Company and guaranteed by the Guarantors, which debt securities and guarantees are substantially identical Exchange Offer Registration Statement to the Securities and the related Guarantees, respectively (and are entitled to the benefits of a trust indenture that is substantially identical to the Indenture become or is the Indenture and that has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an be declared effective registration statement under the Securities Act and do not contain provisions for as soon as practicable after the additional interest contemplated in Section 2(b) below (such new debt securities are hereinafter called “Closing Date. The Exchange Securities”), (ii) cause the Exchange Registration Statement to become effective Offer will be registered under the Securities Act on the appropriate form and will comply with the Exchange Act, (iii) commence . The Issuers further agree to use their reasonable best efforts to complete the Exchange Offer promptly after such Exchange Registration Statement has become effectivenot later than 450 days following August 8, (iv) hold the Exchange Offer open for at least 20 Business Days 2017 (or longer if required by applicable lawsuch 450th day is not a business day, the next succeeding business day) after (the date that notice of the “Exchange Offer is mailed Date”) and to holders of the Securities, (v) exchange Exchange Securities Notes for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer and (vi) consummate Offer. The Issuers shall keep the Exchange Offer on open for a period of not less than the earliest practicable date after minimum period required under applicable United States federal and state securities laws to complete the Exchange Registration Statement has become effectiveOffer; provided, but however, that in no event later shall such period be less than 30 Business Days thereafter (such 30th Business Day being 20 business days after the “Consummation Date”). The date notice of the Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Actis mailed to holders. The Exchange Offer will be deemed to have been “completed” completed only (A) if the debt securities and related guarantees Exchange Notes received by holders holders, other than Restricted Holders Holders, in the Exchange Offer in exchange for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the states States of the United States of America, and (B) . The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (1i) the Company Issuers having exchanged the Exchange Securities Notes for all outstanding Registrable Securities pursuant to the Exchange Offer and (2ii) the Company Issuers having exchanged, pursuant to the Exchange Offer, Exchange Securities Notes for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 Business Days following the commencement of the Exchange Offer. The Company and the Guarantors Issuers agree (Ix) to include in the Exchange Offer Registration Statement a prospectus for use in any resales by any holder of Exchange Securities Notes that is a broker-dealer and identifies itself as such by written notice to the Issuers prior to the effectiveness of the Exchange Offer Registration Statement and (IIy) to keep such Exchange Offer Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Securities Notes are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Offer Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (bc), (cd) and (de) hereof. The obligations of the Company and the Guarantors set forth in this Section 2(a) shall cease on the date on which the Securities become Freely Tradable.

Registration Under the Securities Act. (a) Subject to the last sentence of this Except as set forth in Section 2(a), if the Securities have not become Freely Tradable on or before the Free Trade Date2(b) below, the Company and the Guarantors Trust agree to use all commercially their reasonable efforts to (i) file under the Securities Act within 150 days after the Closing Date, a registration statement (the "Exchange Offer Registration Statement") relating to an offer to exchange (such registration statement, the “Exchange Registration Statement,” and such offer, the “"Exchange Offer”") any and all of the Securities for a like aggregate principal amount of debt capital securities issued by the Company Trust and guaranteed by the GuarantorsCompany and underlying junior subordinated deferrable interest debentures of the Company, which debt securities capital securities, guarantee and guarantees debentures are substantially identical to the Securities Capital Securities, the Guarantee and the related GuaranteesDebentures, respectively (and are entitled to the benefits of a trust indenture that is substantially identical to the Indenture or is the Indenture and that has indentures which have been qualified under the Trust Indenture Act) except that (other than the Private Exchange Securities (as defined below), except that if any) they have been registered pursuant to an effective registration statement under the Securities Act Act, do not contain restrictions on transfers and, in the case of such capital securities and debentures, do not contain provisions for the additional interest distributions and additional interest, as the case may be, contemplated in Section 2(b2(c) below (such new debt securities are hereinafter called “the "Exchange Capital Securities", the "Exchange Guarantee" and the "Exchange Debentures", respectively, and together the "Exchange Securities”"), (ii) . The Company and the Trust agree to use their reasonable efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act, (iii) commence the Exchange Offer promptly after such Exchange Registration Statement has become effective, (iv) hold the Exchange Offer open for at least 20 Business Days (or longer if required by applicable law) Act within 180 days after the date that notice of the Exchange Offer is mailed to holders of the Securities, (v) exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer and (vi) consummate the Exchange Offer on the earliest practicable date after the Exchange Registration Statement has become effective, but in no event later than 30 Business Days thereafter (such 30th Business Day being the “Consummation Closing Date”). The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Company and the Trust further agree to use their reasonable efforts to commence and complete the Exchange Offer promptly after the Exchange Offer Registration Statement has become effective, hold the Exchange Offer open for not less than 30 days and exchange Exchange Securities for all Securities that have been properly tendered and not validly withdrawn on or prior to the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been “completed” completed only (A) if the debt securities and related guarantees Exchange Securities received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky Blue Sky or securities laws of a substantial majority of the states States of the United States of America, and (B) . The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (1i) the Company and the Trust having exchanged the Exchange Securities or Private Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (2ii) the Company having exchanged, pursuant to the Exchange Offer, Exchange Securities or Private Exchange Securities for all Registrable Securities that have been properly tendered and not validly withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 Business Days 30 days following the commencement of the Exchange Offer. The Company and the Guarantors Trust agree (Ix) to include in the Exchange Registration Statement registration statement a prospectus for use in connection with any resales by any holder of Exchange Securities by a holder that is a broker-dealer, other than resales of Exchange Securities received by a broker-dealer pursuant to the Exchange Offer in exchange for Registrable Securities acquired by such broker-dealer directly from the Trust, and (IIy) to keep such the Exchange Offer Registration Statement effective for a period (the “"Resale Period”") beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of (i) either (a) the expiration of the 180th 90th day after the Exchange Offer has been completed or (b) in the event the Company and the Trust have at any time notified any broker-dealers pursuant to Section 3(f)(iii) hereof, the day beyond the 90th day after the Exchange Offer has been completed that reflects an additional period of days equal to the number of days during all of the periods from and including the dates the Company and the Trust give notice pursuant to Section 3(f)(ii) hereof to and including the date when broker-dealers receive an amended or supplemented prospectus necessary to permit resales of Exchange Securities or to and including the date on which the Company and the Trust give notice that the resale of Exchange Securities under the Exchange Offer Registration Statement may resume or (ii) such time as such broker-dealers no longer own any Registrable Securities. With respect to such registration statement, each broker-dealer that holds Exchange Registration Statement, such holders Securities received in an Exchange Offer in exchange for Registrable Securities not acquired by it directly from the Trust shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (b), (c) and (d) Section 6 hereof. The obligations If, prior to consummation of the Exchange Offer, the Initial Purchaser holds any Securities acquired by it and having the status of an unsold allotment in the initial distribution, the Company shall, upon the request of the Initial Purchaser, simultaneously with the delivery of the Exchange Securities in the Exchange Offer issue and deliver to the Initial Purchaser in exchange (the "Private Exchange") for such Securities held by the Initial Purchaser a like aggregate amount of capital securities issued by the Trust and guaranteed by the Company and underlying junior subordinated deferrable interest debentures of the Company that are identical in all material respects to the Exchange Securities (the "Private Exchange Securities") (and which are issued pursuant to the Guarantors set forth in this Section 2(asame indenture and trust agreement as the Exchange Securities) except for the placement of a restrictive legend on such Private Exchange Securities. The Private Exchange Securities shall cease on bear the date on which same CUSIP number as the Securities become Freely TradableExchange Securities.

Registration Under the Securities Act. (a) Subject to the last sentence of this Except as set forth in Section 2(a), if the Securities have not become Freely Tradable on or before the Free Trade Date2(b) hereof, the Company and the Guarantors agree agrees, at its own expense, to use all commercially reasonable efforts to (i) file with the Commission under the Securities Act Act, as soon as practicable, but no later than 180 days after the Settlement Date, a registration statement relating to an offer to exchange (such registration statement, the “Exchange Registration Statement,” ”, and such offer, the “Exchange Offer”) any and all of the such Registrable Securities for a like aggregate principal amount of debt securities issued by the Company and guaranteed by the GuarantorsCompany, which debt securities and guarantees are substantially identical to the Securities and the related Guarantees, respectively (and are entitled to the benefits of a trust indenture that which is substantially identical to the Indenture or is the Indenture and that which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest Additional Interest contemplated in Section 2(b2(c) below hereof (such new debt securities are hereinafter called “Exchange Securities”), (ii) cause the Exchange Registration Statement to become effective under the Securities ActAct within 225 days of the Settlement Date (unless the Exchange Registration Statement is reviewed by the Commission, in which case within 270 days of the Settlement Date), (iii) commence the Exchange Offer promptly after such the Exchange Registration Statement has become effectiveeffective and keep the Exchange Registration Statement effective until the closing of the Exchange Offer, (iv) hold the Exchange Offer open for at least 20 Business Days (or longer if required by applicable law) after the date that notice of the Exchange Offer is mailed to holders of the Registrable Securities, (v) exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer and (vi) consummate complete the Exchange Offer on the earliest practicable date no later than 45 days after the Exchange Registration Statement has become effective, but in no event later than 30 Business Days thereafter (such 30th Business Day being the “Consummation Date”)Effective Time. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Exchange Offer will shall be deemed to have been “completed” only (A) if the debt securities and related guarantees received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the states of the United States of America, and (B) completed upon the earlier to occur of (1i) the Company having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (2ii) the Company having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 Business Days following the commencement of the Exchange Offer. The Company and the Guarantors agree agrees (Ix) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (IIy) to keep such Exchange Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or and such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (bc), (cd) and (de) hereof. The obligations Each holder of Registrable Securities who participates in an Exchange Offer will be required to represent to the Company and in writing (which may be contained in the Guarantors set forth in this Section 2(aapplicable letter of transmittal relating to such Exchange Offer) shall cease on the date on which the Securities become Freely Tradablethat it is not a Restricted Holder.

Registration Under the Securities Act. (a) Subject to the last sentence of this Except as set forth in Section 2(a), if the Securities have not become Freely Tradable on or before the Free Trade Date2(b) below, the Company and the Guarantors agree to use all their respective commercially reasonable efforts to (i) file under the Securities Act a registration statement relating to an offer to exchange (such registration statement, the “Exchange Registration Statement,” ”, and such offer, the “Exchange Offer”) any and all of the Securities for a like aggregate principal amount of debt securities issued by the Company and guaranteed by the Guarantors, which debt securities and guarantees Guarantees are substantially identical to the Securities and the related Guarantees, respectively (and are entitled to the benefits of a trust indenture that which is substantially identical to the Indenture or is the Indenture and that which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain restrictions on transfer or provisions for the additional interest contemplated in Section 2(b2(c) below or the liquidated damages provided in Section 2(d) below (such new debt securities are hereinafter called “Exchange Securities”), (ii) . The Company and the Guarantors agree to use their respective commercially reasonable efforts to cause the Exchange Registration Statement to become effective under the Securities Act, (iii) commence the Exchange Offer promptly after such Exchange Registration Statement has become effective, (iv) hold the Exchange Offer open for at least 20 Business Days (or longer if required by applicable law) Act within 690 days after the date that notice of the Exchange Offer is mailed to holders of the Securities, (v) exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer and (vi) consummate the Exchange Offer on the earliest practicable date after the Exchange Registration Statement has become effective, but in no event later than 30 Business Days thereafter (such 30th Business Day being the “Consummation Reference Date”). The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Exchange Offer will be deemed Company further agrees to have been “completed” only (A) if the debt securities and related guarantees received by holders other than Restricted Holders in use its commercially reasonable efforts to commence the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and promptly after the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the states of the United States of AmericaRegistration Statement becomes effective, and (B) upon the earlier to occur of (1) the Company having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to hold the Exchange Offer and open for the period required by applicable law (2) the Company having exchanged, including pursuant to any applicable interpretation by the Exchange Offerstaff of the Commission), but in any event for at least 10 business days, and exchange the Exchange Securities for all Registrable Securities that have been properly validly tendered and not withdrawn before on or prior to the expiration of the Exchange Offer. If the Company commences the Exchange Offer, which shall the Company will be on a date that is at least 20 Business Days following entitled to close the Exchange Offer 30 business days after the commencement thereof (or at the end of such shorter period permitted by applicable law), provided that the Company has accepted all the Registrable Securities validly tendered in accordance with the terms of the Exchange Offer. The Company and the Guarantors agree (Ix) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (IIy) to keep such Exchange Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th 90th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect Each holder participating in the Exchange Offer shall be required to represent to the Company that (i) any Exchange Securities received by such holder will be acquired in the ordinary course of business, (ii) at the time of the commencement of the Exchange Offer such holder has no arrangements or understanding with any person to participate in the distribution of the Securities or the Exchange Securities within the meaning of the Securities Act, (iii) such holder is not an “affiliate,” as defined in Rule 405 of the Securities Act, of the Company, (iv) if such holder is not a broker-dealer, that it is not engaged in, and does not intend to engage in, the distribution of the Exchange Securities, (v) if such holder is a broker-dealer, that it will receive Exchange Securities for its own account in exchange for Securities that were acquired as a result of market-making activities or other trading activities (other than Securities acquired directly from the Company or any of its affiliates) and that it will deliver a prospectus in connection with any resale of such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (b), (c) Securities and (dvi) hereof. The obligations such holder is not acting on behalf of any person who could not truthfully make the Company and the Guarantors set forth in this Section 2(a) shall cease on the date on which the Securities become Freely Tradableforegoing representations.

Registration Under the Securities Act. (a) Subject to the last sentence of this Section 2(a), if the Securities have not become Freely Tradable on or before the Free Trade Date, the Company The Companies and the Guarantors agree to shall use all their commercially reasonable efforts to (i) file under the Securities Act within 90 days after the Issue Date a “shelf” registration statement relating providing for the registration of, and the sale on a continuous or delayed basis by the holders of, all of the Registrable Securities, pursuant to an offer to exchange Rule 415 or any similar rule that may be adopted by the Commission (such filing, the “Shelf Registration” and such registration statement, the “Exchange Shelf Registration Statement,” and such offer, the “Exchange Offer”) any and all of the Securities for a like aggregate principal amount of debt securities issued by the Company and guaranteed by the Guarantors, which debt securities and guarantees are substantially identical to the Securities and the related Guarantees, respectively (and are entitled use their commercially reasonable efforts to the benefits of a trust indenture that is substantially identical to the Indenture or is the Indenture and that has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest contemplated in Section 2(b) below (such new debt securities are hereinafter called “Exchange Securities”), (ii) cause the Exchange Shelf Registration Statement to become be declared effective under by the Securities Act, (iii) commence Commission as soon thereafter as practicable. The Companies and the Exchange Offer promptly after Guarantors will also use their commercially reasonable efforts to keep such Exchange Shelf Registration Statement has become effective, effective and available (ivsubject to customary exceptions) hold until the Exchange Offer open for at least 20 Business Days (or longer if required by applicable law) after the date that notice later of the Exchange Offer is mailed to holders of the Securities, (v) exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer and (vi) consummate the Exchange Offer on the earliest practicable date after the Exchange Registration Statement has become effective, but in no event later than 30 Business Days thereafter (such 30th Business Day being the “Consummation Date”). The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Exchange Offer will be deemed to have been “completed” only (A) if the debt securities and related guarantees received by holders other than Restricted Holders date on which no broker-dealer making a market in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority is deemed to be an affiliate of the states of the United States of America, Companies and (B) the second anniversary of the Issue Date or such earlier time as there are no longer any Registrable Securities outstanding, provided, however, that no holder shall be entitled to be named as a selling securityholder in the Shelf Registration Statement or to use the prospectus forming a part thereof for resales of Registrable Securities unless such holder is an Electing Holder or an Affiliated Market Maker, and (y) after the Effective Time of the Shelf Registration Statement, promptly upon the earlier to occur request of (1) the Company having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (2) the Company having exchanged, pursuant to the Exchange Offer, Exchange Securities for all any Affiliated Market Maker or holder of Registrable Securities that have been properly tendered and is not withdrawn before then an Electing Holder, to take any action reasonably necessary to enable such holder to use the expiration prospectus forming a part thereof for resales of Registrable Securities, including, without limitation, any action necessary to identify such Affiliated Market Maker or holder as a selling securityholder in the Shelf Registration Statement, provided, however, that nothing in this clause (y) shall (A) relieve any such holder of the Exchange Offer, which shall be on obligation to return a date that is at least 20 Business Days following completed and signed Notice and Questionnaire to the commencement of Companies in accordance with Section 3(c)(ii) hereof or (B) require the Exchange OfferCompanies or the Guarantors to file more than one post-effective amendment to the Shelf Registration Statement in any 45-day period. The Company Companies and the Guarantors further agree (I) to include in supplement or make amendments to the Exchange Shelf Registration Statement, as and when required by the rules, regulations or instructions applicable to the registration form used by the Companies and the Guarantors for such Shelf Registration Statement a prospectus or by the Securities Act or rules and regulations thereunder for use in shelf registration, and the Companies agree to furnish to each Electing Holder copies of any resales by any holder of Exchange Securities that is a such supplement or amendment prior to its being used or promptly following its filing with the Commission. Notwithstanding the foregoing, no broker-dealer and (II) that is an affiliate of the Companies shall be required to keep such Exchange Registration Statement effective for a give notice within the time period (the “Resale Period”) beginning when Exchange Securities are first issued specified in the Exchange Offer and ending upon the earlier first sentence of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (b), (c) and (d) hereof. The obligations of the Company and the Guarantors set forth in this Section 2(a) in order to maintain its registration rights pursuant to this Section 2. The Companies and the Guarantors shall cease on cause the Shelf Registration Statement to be declared effective by the date on which (the Securities become Freely Tradable“Effectiveness Date”) that is 180 days from the Issue Date.

Registration Under the Securities Act. (a) Subject to the last sentence of this Except as set forth in Section 2(a), if the Securities have not become Freely Tradable on or before the Free Trade Date2(b) below, the Company and the Guarantors Issuers agree to use all commercially reasonable efforts to (i) file under the Securities Act Act, as soon as practicable, a registration statement relating to an offer to exchange (such registration statement, the “Exchange Offer Registration Statement,” and such offer, the “Exchange Offer”) any and all of the Registrable Securities for a like aggregate principal amount of debt securities issued by Exchange Notes. The Issuers agree to use their reasonable best efforts to cause the Company and guaranteed by the Guarantors, which debt securities and guarantees are substantially identical Exchange Offer Registration Statement to the Securities and the related Guarantees, respectively (and are entitled to the benefits of a trust indenture that is substantially identical to the Indenture become or is the Indenture and that has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an be declared effective registration statement under the Securities Act and do not contain provisions for as soon as practicable after the additional interest contemplated in Section 2(b) below (such new debt securities are hereinafter called “Closing Date. The Exchange Securities”), (ii) cause the Exchange Registration Statement to become effective Offer will be registered under the Securities Act on the appropriate form and will comply with the Exchange Act, (iii) commence . The Issuers further agree to use their reasonable best efforts to complete the Exchange Offer promptly after such Exchange Registration Statement has become effectivenot later than 450 days following October 1, (iv) hold the Exchange Offer open for at least 20 Business Days 2019 (or longer if required by applicable lawsuch 450th day is not a business day, the next succeeding business day) after (the date that notice of the “Exchange Offer is mailed Date”) and to holders of the Securities, (v) exchange Exchange Securities Notes for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer and (vi) consummate Offer. The Issuers shall keep the Exchange Offer on open for a period of not less than the earliest practicable date after minimum period required under applicable United States federal and state securities laws to complete the Exchange Registration Statement has become effectiveOffer; provided, but however, that in no event later shall such period be less than 30 Business Days thereafter (such 30th Business Day being 20 business days after the “Consummation Date”). The date notice of the Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Actis mailed to holders. The Exchange Offer will be deemed to have been “completed” completed only (A) if the debt securities and related guarantees Exchange Notes received by holders holders, other than Restricted Holders Holders, in the Exchange Offer in exchange for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the states States of the United States of America, and (B) . The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (1i) the Company Issuers having exchanged the Exchange Securities Notes for all outstanding Registrable Securities pursuant to the Exchange Offer and (2ii) the Company Issuers having exchanged, pursuant to the Exchange Offer, Exchange Securities Notes for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 Business Days following the commencement of the Exchange Offer. The Company and the Guarantors Issuers agree (Ix) to include in the Exchange Offer Registration Statement a prospectus for use in any resales by any holder of Exchange Securities Notes that is a broker-dealer and identifies itself as such by written notice to the Issuers prior to the effectiveness of the Exchange Offer Registration Statement and (IIy) to keep such Exchange Offer Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Securities Notes are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Offer Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (bc), (cd) and (de) hereof. The obligations of the Company and the Guarantors set forth in this Section 2(a) shall cease on the date on which the Securities become Freely Tradable.

Registration Under the Securities Act. (a) Subject to the last sentence of this Except as set forth in Section 2(a), if the Securities have not become Freely Tradable on or before the Free Trade Date2(b) below, the Company Issuer and the Guarantors agree to use all commercially reasonable efforts to (i) file under the Securities Act Act, no later than 90 days after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the “Exchange Offer Registration Statement,” ”, and such offer, the “Exchange Offer”) any and all of the Securities for a like aggregate principal amount of debt securities issued by the Company Issuer and guaranteed by the Guarantors, which debt securities and guarantees guarantee are substantially identical to the Securities and the related Guarantees, respectively (and are entitled to the benefits of a trust indenture that is substantially identical to the Indenture or is the Indenture and that has been qualified under the Trust Indenture ActIndenture), except that they have been issued in a transaction registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest Special Interest contemplated in Section 2(b2(c) below (such new debt securities are and guarantee hereinafter called “Exchange Securities”), (ii) . The Issuer and the Guarantors agree to use their reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act, (iii) commence Act no later than 120 days after the Exchange Offer promptly after Closing Date if such Exchange Registration Statement has become effective, (iv) hold is not reviewed by the Exchange Offer open for at least 20 Business Days (SEC or longer if required by applicable law) 270 days after the date that notice of the Exchange Offer is mailed to holders of the Securities, (v) exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer and (vi) consummate the Exchange Offer on the earliest practicable date after the Exchange Closing Date if such Registration Statement has become effective, but in no event later than 30 Business Days thereafter (such 30th Business Day being is reviewed by the “Consummation Date”)SEC. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. Unless the Exchange Offer would not be permitted by applicable law or SEC policy, the Issuer and the Guarantors further agree to use their reasonable best efforts to (i) commence the Exchange Offer promptly (but no later than 10 Business Days) following the Effective Time of the Exchange Offer Registration Statement, (ii) hold the Exchange Offer open for at least 20 Business Days in accordance with Regulation 14E promulgated by the SEC under the Exchange Act, (iii) complete the Exchange Offer within 45 days after the Effective Time of the Exchange Offer Registration Statement and (iv) exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn promptly following the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been “completed” only (A) if the debt securities and related guarantees received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the states of the United States of America, and (B) upon the earlier to occur of (1) the Company having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (2) the Company Issuer having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 Business Days following the commencement of the Exchange Offer. The Company Issuer and the Guarantors agree (Ix) to include in the Exchange Offer Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (IIy) to keep such Exchange Offer Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (b), (c) and (d) hereof. The obligations of the Company and the Guarantors set forth in this Section 2(a) shall cease on the date on which the Securities become Freely Tradable.

Registration Under the Securities Act. (a) Subject to the last sentence of this Except as set forth in Section 2(a), if the Securities have not become Freely Tradable on or before the Free Trade Date2(b) below, the Company and the Guarantors agree agrees to use all commercially reasonable efforts to (i) file under the Securities Act a registration statement relating to an offer to exchange (such registration statement, the “Exchange Registration Statement,” ”, and such offer, the “Exchange Offer”) any and all of the Securities for a like aggregate principal amount of debt securities issued by the Company and guaranteed by the GuarantorsCompany, which debt securities and guarantees are substantially identical to the Securities and the related Guarantees, respectively (and are entitled to the benefits of a trust indenture that is substantially identical to the Indenture or is the Indenture and that has been qualified under the Trust Indenture ActIndenture), except that they have been registered pursuant to an effective registration statement under the Securities Act Act, do not contain transfer restrictions except in the case of debt securities to held by Restricted Holders, and do not contain provisions for the additional interest Additional Interest contemplated in Section 2(b2(c) below (such new debt securities are hereinafter called “Exchange Securities”), (ii) . The Company agrees to use all commercially reasonable efforts to cause the Exchange Registration Statement to become effective under the Securities Act, (iii) commence the Exchange Offer promptly after such Exchange Registration Statement has become effective, (iv) hold the Exchange Offer open for at least 20 Business Days (or longer if required by applicable law) after the date that notice of the Exchange Offer is mailed to holders of the Securities, (v) exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer and (vi) consummate the Exchange Offer on the earliest practicable date after the Exchange Registration Statement has become effective, but in no event later than 30 Business Days thereafter (such 30th Business Day being the “Consummation Date”). The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. Unless the Exchange Offer would not be permitted by applicable law or Commission policy, the Company further agrees to use all commercially reasonable efforts to (i) commence the Exchange Offer promptly (but no later than 10 Business Days) following the Effective Time of such Exchange Registration Statement, (ii) hold the Exchange Offer open for at least 20 Business Days in accordance with Regulation 14E promulgated by the Commission under the Exchange Act and (iii) exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn promptly following the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been “completed” only (Ai) if the debt securities and related guarantees received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the states States of the United States of America, America and (Bii) upon the earlier to occur of (1) the Company having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (2) the Company having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 and not more than 30 Business Days following the commencement of the Exchange Offer. The Company and the Guarantors agree agrees (Ix) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (IIy) to use commercially reasonable efforts to keep such Exchange Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections Subsections 6(a), (bc), (cd) and (d) hereof. The obligations of the Company and the Guarantors set forth in this Section 2(a) shall cease on the date on which the Securities become Freely Tradablee)(4).

Registration Under the Securities Act. (a) Subject to the last sentence of this Except as set forth in Section 2(a), if the Securities have not become Freely Tradable on or before the Free Trade Date2(b) below, the Company and the Guarantors agree agrees to use all commercially reasonable efforts to (i) file under the Securities Act Act, a registration statement relating to an offer to exchange (such registration statement, the “Exchange Registration Statement,” ”, and such offer, the “Exchange Offer”) any and all of the Securities for a like aggregate principal amount of debt securities issued by the Company and guaranteed by the GuarantorsCompany, which debt securities and guarantees are substantially identical to the Securities and the related Guarantees, respectively (and are entitled to the benefits of a trust indenture that is substantially identical to the Indenture or is the Indenture and that has been qualified under the Trust Indenture ActIndenture), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest Special Interest contemplated in Section 2(b2(c) below (such new debt securities are hereinafter called “Exchange Securities”), (ii) . The Company agrees to use commercially reasonable efforts to cause the Exchange Registration Statement to become effective under the Securities Act, (iii) commence . The Company shall use commercially reasonable efforts to cause the Exchange Offer promptly after such Exchange Registration Statement has become effective, (iv) hold to be completed on or before the Exchange Offer open for at least 20 Business Days 360th day following the Closing Date (or longer if required by applicable law) after the date that notice of the Exchange Offer is mailed to holders of the SecuritiesOctober 27, (v) exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer and (vi) consummate the Exchange Offer on the earliest practicable date after the Exchange Registration Statement has become effective, but in no event later than 30 Business Days thereafter (such 30th Business Day being the “Consummation Date”2013). The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. Unless the Exchange Offer would not be permitted by applicable law or Commission policy, the Company further agrees to use commercially reasonable efforts to (i) commence the Exchange Offer promptly following the Effective Time of such Exchange Registration Statement, (ii) hold the Exchange Offer open for at least 20 Business Days in accordance with Regulation 14E promulgated by the Commission under the Exchange Act and (iii) exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn promptly following the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been “completed” only (Ai) if the debt securities and related guarantees received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority such jurisdictions as are necessary to permit completion of the states of the United States of America, and (B) upon the earlier to occur of (1) the Company having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (2ii) upon the Company having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 Business Days following the commencement of the Exchange Offer. The Company and the Guarantors agree agrees (Ix) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (IIy) to keep such Exchange Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day (1) 90 days after the Exchange Offer Registration Statement has been completed or declared effective, (2) the date on which such time as such a broker-dealers dealer is no longer own any Registrable Securitiesrequired to deliver a prospectus in connection with market-making or other activities and (3) the date on which all Securities covered by such Exchange Registration Statement have been sold pursuant to such Exchange Registration Statement. With respect to such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections Subsections 6(a), (bc), (cd) and (d) hereof. The obligations of the Company and the Guarantors set forth in this Section 2(a) shall cease on the date on which the Securities become Freely Tradablee).

Registration Under the Securities Act. (a) Subject to the last sentence of this Except as set forth in Section 2(a), if the Securities have not become Freely Tradable on or before the Free Trade Date2(b) below, the Company and the Guarantors agree agrees to use all commercially its reasonable best efforts to (i) file under the Securities Act Act, as soon as practicable, but no later than 90 days after the Closing, a registration statement relating to an offer to exchange (such registration statement, the “"Exchange Registration Statement,” ", and such offer, the “"Exchange Offer”") any and all of the Securities for a like number or aggregate principal amount of debt securities issued by of the Company and guaranteed by the GuarantorsCompany, which debt securities and guarantees are substantially identical to the Securities and the related GuaranteesSecurities, respectively respectively, (and which, in the case of Exchange Debentures, are entitled to the benefits of a trust indenture that is substantially identical to the Indenture or is the Indenture and that has Indenture, which will have been qualified under the Trust Indenture Act), ) except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest or dividends contemplated in Section 2(b2(c) below (such new debt securities are hereinafter called “"Exchange Securities”"), (ii) . The Company agrees to use its reasonable best efforts to cause the Exchange Registration Statement to become effective under the Securities Act, (iii) commence the Exchange Offer promptly after such Exchange Registration Statement has become effective, (iv) hold the Exchange Offer open for at least 20 Business Days (or longer if required by applicable law) Act as soon as practicable after the date that notice of the Exchange Offer is mailed to holders of the Securities, (v) exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer and (vi) consummate the Exchange Offer on the earliest practicable date after the Exchange Registration Statement has become effective, but in no event later than 30 Business Days thereafter (such 30th Business Day being the “Consummation Date”)Closing. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Company further agrees to use its best efforts to commence the Exchange Offer promptly after such registration statement has become effective, hold the Exchange Offer open for at least 20 business days and issue Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been “"completed” " only (A) if the debt securities and related guarantees received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under need for further compliance with Section 5 of the Securities Act and the Exchange Act (except for the requirement to deliver a prospectus included in the Exchange Registration Statement applicable to resales by any broker-dealer of Exchange Securities received by such broker-dealer pursuant to an Exchange Offer in exchange for Registrable Securities other than those acquired by the broker-dealer directly from the Company), and without material restrictions under the blue sky or securities laws of a substantial majority of the states States of the United States of America, and (B) . The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (1i) the Company having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (2ii) the Company having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 Business Days business days following the commencement of the Exchange Offer. The Company and the Guarantors agree agrees (Ix) to include in the Exchange Registration Statement a prospectus for use in connection with any resales by any holder of Exchange Securities that is by a broker-dealer, other than resales of Exchange Securities received by a broker-dealer pursuant to an Exchange Offer in exchange for Registrable Securities acquired by the broker-dealer directly from the Company, and (IIy) to keep such Exchange Registration Statement effective for a period (the “"Resale Period”") beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Registration Statement, such holders each broker-dealer that holds Exchange Securities received in an Exchange Offer in exchange for Registrable Securities not acquired by it directly from the Company shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (bc), (cd) and (de) hereof. The obligations of the Company and the Guarantors set forth in this Section 2(a) shall cease on the date on which the Securities become Freely Tradable.

Registration Under the Securities Act. (a) Subject to the last sentence of this Except as set forth in Section 2(a), if the Securities have not become Freely Tradable on or before the Free Trade Date2(b) below, the Company and the Guarantors Issuers agree to use all commercially reasonable efforts to (i) file under the Securities Act Act, as soon as practicable, a registration statement relating to an offer to exchange (such registration statement, the “Exchange Offer Registration Statement,” and such offer, the “Exchange Offer”) any and all of the Registrable Securities for a like aggregate principal amount of debt securities issued by Exchange Notes. The Issuers agree to use their reasonable best efforts to cause the Company and guaranteed by the Guarantors, which debt securities and guarantees are substantially identical Exchange Offer Registration Statement to the Securities and the related Guarantees, respectively (and are entitled to the benefits of a trust indenture that is substantially identical to the Indenture become or is the Indenture and that has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an be declared effective registration statement under the Securities Act and do not contain provisions for as soon as practicable after the additional interest contemplated in Section 2(b) below (such new debt securities are hereinafter called “Closing Date. The Exchange Securities”), (ii) cause the Exchange Registration Statement to become effective Offer will be registered under the Securities Act on the appropriate form and will comply with the Exchange Act, (iii) commence . The Issuers further agree to use their reasonable best efforts to complete the Exchange Offer promptly after such Exchange Registration Statement has become effectivenot later than 450 days following March 18, (iv) hold the Exchange Offer open for at least 20 Business Days 2020 (or longer if required by applicable lawsuch 450th day is not a business day, the next succeeding business day) after (the date that notice of the “Exchange Offer is mailed Date”) and to holders of the Securities, (v) exchange Exchange Securities Notes for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer and (vi) consummate Offer. The Issuers shall keep the Exchange Offer on open for a period of not less than the earliest practicable date after minimum period required under applicable United States federal and state securities laws to complete the Exchange Registration Statement has become effectiveOffer; provided, but however, that in no event later shall such period be less than 30 Business Days thereafter (such 30th Business Day being 20 business days after the “Consummation Date”). The date notice of the Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Actis mailed to holders. The Exchange Offer will be deemed to have been “completed” completed only (A) if the debt securities and related guarantees Exchange Notes received by holders holders, other than Restricted Holders Holders, in the Exchange Offer in exchange for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the states States of the United States of America, and (B) . The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (1i) the Company Issuers having exchanged the Exchange Securities Notes for all outstanding Registrable Securities pursuant to the Exchange Offer and (2ii) the Company Issuers having exchanged, pursuant to the Exchange Offer, Exchange Securities Notes for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 Business Days following the commencement of the Exchange Offer. The Company and the Guarantors Issuers agree (Ix) to include in the Exchange Offer Registration Statement a prospectus for use in any resales by any holder of Exchange Securities Notes that is a broker-dealer and identifies itself as such by written notice to the Issuers prior to the effectiveness of the Exchange Offer Registration Statement and (IIy) to keep such Exchange Offer Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Securities Notes are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Offer Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (bc), (cd) and (de) hereof. The obligations of the Company and the Guarantors set forth in this Section 2(a) shall cease on the date on which the Securities become Freely Tradable.

Registration Under the Securities Act. (a) Subject to the last sentence of this Section 2(a), if the Securities have not become Freely Tradable on or before the Free Trade Date, the The Company and the Guarantors agree to use all commercially reasonable efforts to (i) shall file under the Securities Act Act, a “shelf” registration statement relating providing for the registration of, and the resale on a continuous or delayed basis by, each Electing Holder of all of the Registrable Securities then held by such Electing Holder, pursuant to an offer to exchange Rule 415 or any similar rule that may be adopted by the Commission (each such filing, the “Shelf Registration” and each such registration statement, the “Exchange Shelf Registration Statement,” ”), as follows: (x) with respect to the Purchased Common Shares, the Company shall file a Shelf Registration Statement no later than the Closing Date (as defined in the Purchase Agreement), and (y) with respect to the Conversion Shares, if applicable, the Company shall file a Shelf Registration Statement no later than five (5) Business Days of the Conversion Share Issuance Date (such offerfiling date, the “Exchange Offer”) any and all of the Securities for a like aggregate principal amount of debt securities issued by the Company and guaranteed by the Guarantors, which debt securities and guarantees are substantially identical to the Securities and the related Guarantees, respectively (and are entitled to the benefits of a trust indenture that is substantially identical to the Indenture or is the Indenture and that has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest contemplated in Section 2(b) below (such new debt securities are hereinafter called “Exchange Securities”), (ii) cause the Exchange Registration Statement to become effective under the Securities Act, (iii) commence the Exchange Offer promptly after such Exchange Registration Statement has become effective, (iv) hold the Exchange Offer open for at least 20 Business Days (or longer if required by applicable law) after the date that notice of the Exchange Offer is mailed to holders of the Securities, (v) exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer and (vi) consummate the Exchange Offer on the earliest practicable date after the Exchange Registration Statement has become effective, but in no event later than 30 Business Days thereafter (such 30th Business Day being the “Consummation Conversion Share Filing Date”). The Exchange Offer will Company agrees to use its reasonable best efforts to cause each Shelf Registration Statement to become or be registered under declared effective within sixty (60) days of the applicable Shelf Registration Statement filing deadline described above and, subject to Section 3(d), to keep each Shelf Registration Statement continuously effective for 180 days following the Closing Date or the Conversion Share Filing Date, as applicable; provided, that in the event that the Registrable Securities shall not be freely distributable pursuant to Rule 144 at any time between the applicable 180-day anniversary and the date that is 365 days following the Closing Date or the Conversion Share Filing Date, as applicable, the Company shall keep the applicable Shelf Registration Statement continuously effective until the earlier of (i) such time as all Registrable Securities become freely distributable pursuant to Rule 144 and (ii) the date that is 365 days following the Closing Date or the Conversion Share Filing Date, as applicable. After the Effective Time of any Shelf Registration Statement, promptly upon the request of an Eligible Person holding Registrable Securities that is not then an Electing Holder, the Company shall use its best efforts to take any action reasonably necessary to enable such holder to use the prospectus forming a part thereof for resales of Registrable Securities, including, without limitation, any action necessary to identify such holder as a selling securityholder in the Shelf Registration Statement; provided, however, that such Eligible Person must return a completed and signed Notice and Questionnaire to the Company in accordance with this Agreement. The Company further agrees to promptly supplement or make amendments to the Shelf Registration Statement, including, without limitation, any post-effective amendments, as and when required by the rules, regulations or instructions applicable to the registration form used by the Company for any such Shelf Registration Statement or by the Securities Act on the appropriate form and will comply with all applicable tender offer or rules and regulations under the Exchange Act. The Exchange Offer will be deemed to have been “completed” only (A) if the debt securities and related guarantees received by holders other than Restricted Holders in the Exchange Offer thereunder for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the states of the United States of America, and (B) upon the earlier to occur of (1) the Company having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (2) the Company having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 Business Days following the commencement of the Exchange Offer. The Company and the Guarantors agree (I) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (II) to keep such Exchange Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (b), (c) and (d) hereof. The obligations of the Company and the Guarantors set forth in this Section 2(a) shall cease on the date on which the Securities become Freely Tradableshelf registration.

Registration Under the Securities Act. (a) Subject to Upon the last sentence written demand (the "Shelf Demand") of this Section 2(a), if the Securities have not become Freely Tradable on or before the Free Trade DateRequired Holders, the Company Obligors shall be required to file, on up to three occasions, a Shelf Registration Statement with the SEC to cover resales of the Registrable Securities; provided that, each Shelf Demand shall include Registrable Securities with an aggregate principal amount of no less than the lesser of (i) the aggregate principal amount of Registrable Securities held by the Initial Purchasers at such time and (ii) $50,000,000.00. In that case, the Guarantors agree to Obligors will use all their commercially reasonable efforts to (ia) file the Shelf Registration Statement within 75 days of receipt of the Shelf Demand, (b) cause the Shelf Registration Statement to be declared effective under the Securities Act a registration statement relating to an offer to exchange by the 165th day after they receive the Shelf Demand and (such registration statement, c) maintain the “Exchange Registration Statement,” and such offer, the “Exchange Offer”) any and all effectiveness of the Securities for a like aggregate principal amount Shelf Registration Statement during the Shelf Effectiveness Period (defined below). The Obligors agree to use their commercially reasonable efforts to keep the Shelf Registration Statement continuously effective until the earliest of debt securities issued by (i) two years from the Company and guaranteed by date the Guarantors, which debt securities and guarantees are substantially identical to the Securities and the related Guarantees, respectively (and are entitled to the benefits of a trust indenture that Shelf Registration Statement is substantially identical to the Indenture or is the Indenture and that has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an declared effective registration statement under the Securities Act and do not contain provisions for the additional interest contemplated in Section 2(b) below (such new debt securities are hereinafter called “Exchange Securities”), or (ii) cause such shorter period that will terminate when all the Exchange Registrable Securities covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement (the "Shelf Effectiveness Period"). The Obligors further agree to supplement or amend the Shelf Registration Statement and the related Prospectus if required by the rules, regulations or instructions applicable to the registration form used by the Obligors for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registration or if reasonably requested by a Holder of Registrable Securities with respect to information relating to such Holder, and to use their commercially reasonable efforts to cause any such amendment to become effective under and such Shelf Registration Statement and Prospectus to become usable as soon as thereafter practicable. The Obligors agree to furnish to the Holders of Registrable Securities Act, (iii) commence the Exchange Offer copies of any such supplement or amendment promptly after such Exchange its being used or filed with the SEC. The Shelf Registration Statement has become effective, (iv) hold the Exchange Offer open for at least 20 Business Days (or longer if required by applicable law) after the date that notice may cover any securities of the Exchange Offer is mailed to holders of the Securities, (v) exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior Obligors in addition to the expiration of the Exchange Offer and (vi) consummate the Exchange Offer on the earliest practicable date after the Exchange Registration Statement has become effective, but in no event later than 30 Business Days thereafter (such 30th Business Day being the “Consummation Date”). The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Exchange Offer will be deemed to have been “completed” only (A) if the debt securities and related guarantees received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the states of the United States of America, and (B) upon the earlier to occur of (1) the Company having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (2) the Company having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 Business Days following the commencement of the Exchange Offer. The Company and the Guarantors agree (I) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (II) to keep such Exchange Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (b), (c) and (d) hereof. The obligations of the Company and the Guarantors set forth in this Section 2(a) shall cease on the date on which the Securities become Freely Tradable.

Registration Under the Securities Act. (a) Subject to the last sentence of this Except as set forth in Section 2(a), if the Securities have not become Freely Tradable on or before the Free Trade Date2(b) below, the Company and the Guarantors agree Issuer agrees to use all its commercially reasonable efforts to (i) file under the Securities Act a registration statement relating to an offer to exchange (such registration statement, the “Exchange Registration Statement,” ”, and such offer, the “Exchange Offer”) any and all of the Securities for a like aggregate principal amount of debt securities issued by the Company Issuer and guaranteed by the Guarantors, which debt securities and guarantees Guarantees are substantially identical to the Securities and the related Guarantees, respectively (and are entitled to the benefits of a trust indenture that which is substantially identical to the Indenture or is the Indenture and that which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act Act, and do not contain restrictions on transfer or provisions for the additional interest contemplated in Section 2(b2(c) below or the liquidated damages provided in Section 2(d) below (such new debt securities are hereinafter called “Exchange Securities”), (ii) . The Issuer agrees to use its commercially reasonable efforts to cause the Exchange Registration Statement to become effective under the Securities Act, (iii) commence Act within 365 days following the Exchange Offer promptly after such Exchange Registration Statement has become effective, (iv) hold the Exchange Offer open for at least 20 Business Days (or longer if required by applicable law) after the date that notice of the Exchange Offer is mailed to holders of the Securities, (v) exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer and (vi) consummate the Exchange Offer on the earliest practicable date after the Exchange Registration Statement has become effective, but in no event later than 30 Business Days thereafter (such 30th Business Day being the “Consummation Closing Date”). The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Exchange Offer will be deemed Issuer further agrees to have been “completed” only (A) if the debt securities and related guarantees received by holders other than Restricted Holders in use its commercially reasonable efforts to commence the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and promptly after the Exchange Act and without material restrictions under Registration Statement becomes effective, hold the blue sky or securities laws of a substantial majority Exchange Offer open for the period required by applicable law (including pursuant to any applicable interpretation by the staff of the states of the United States of AmericaCommission), but in any event for at least 10 business days, and (B) upon the earlier to occur of (1) the Company having exchanged exchange the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (2) the Company having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly validly tendered and not withdrawn before on or prior to the expiration of the Exchange Offer. If the Issuer commences the Exchange Offer, which shall the Issuer will be on a date that is at least 20 Business Days following entitled to close the Exchange Offer 30 days after the commencement thereof (or at the end of such shorter period permitted by applicable law; provided that such period shall not, in any case, be less than 10 business days), provided that the Issuer has accepted all the Securities validly tendered in accordance with the terms of the Exchange Offer. The Company and the Guarantors agree Issuer agrees (Ix) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (IIy) to keep such Exchange Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th 90th day after the Exchange Offer has been completed or and such time as such broker-dealers no longer own any Registrable Securities. With respect Each holder participating in the Exchange Offer shall be required to represent to the Issuer that (i) any Exchange Securities received by such holder will be acquired in the ordinary course of business, (ii) at the time of commencement of the Exchange Offer such holder has no arrangements or understanding with any person to participate in the distribution of the Securities or the Exchange Securities within the meaning of the Securities Act, (iii) such holder is not an “affiliate,” as defined in Rule 405 of the Securities Act, of the Issuer, (iv) if such holder is not a broker-dealer, that it is not engaged in, and does not intend to engage in, the distribution of the Exchange Securities, (v) if such holder is a broker-dealer, that it will receive Exchange Securities for its own account in exchange for Securities that were acquired as a result of market making activities or other trading activities and, that it will deliver a prospectus in connection with any resale of such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (b), (c) Securities and (dvi) hereof. The obligations such holder is not acting on behalf of any person who could not truthfully make the Company and the Guarantors set forth in this Section 2(a) shall cease on the date on which the Securities become Freely Tradableforegoing representations.

Registration Under the Securities Act. (a) Subject to the last sentence of this (i) Except as set forth in Section 2(a), if the Securities have not become Freely Tradable on or before the Free Trade Date2(b) below, the Company Guarantor and the Guarantors Trust agree to use all commercially their reasonable best efforts to (i) file under the Securities Act within 150 days after the Closing Date, a registration statement (the “Exchange Offer Registration Statement”) relating to an offer to exchange (such registration statement, the “Exchange Registration Statement,” and such offer, the “Exchange Offer”) any and all of the Securities for a like aggregate principal amount of debt capital securities issued by the Company Trust and guaranteed by the GuarantorsGuarantor and underlying junior subordinated deferrable interest debentures of the Guarantor, which debt securities capital securities, guarantee and guarantees debentures are substantially identical to the Securities Capital Securities, the Guarantee and the related GuaranteesDebentures, respectively (and are entitled to the benefits of a trust indenture that is substantially identical to the Indenture or is the Indenture and that has indentures which have been qualified under the Trust Indenture Act), ) except that they have been registered pursuant to an effective registration statement under the Securities Act Act, do not contain restrictions on transfers and do not contain provisions for the additional interest and additional distributions contemplated in Section 2(b2(c) below (such new debt securities are hereinafter called “Exchange Securities”), (ii) . The Guarantor and the Trust agree to use their reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities ActAct within 180 days after the Closing Date and, in connection with the foregoing, (iiiA) commence the file all pre-effective amendments to such Exchange Offer promptly after Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement has to become effective, (ivB) hold the if applicable, file a post-effective amendment to such Exchange Offer open for at least 20 Business Days Registration Statement pursuant to Rule 430A under the Securities Act and (or longer if required by applicable lawC) after cause all necessary filings in connection with the date that notice registration and qualification of the Exchange Offer is mailed Securities to holders be made under the blue sky laws of the Securities, (v) exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior such jurisdiction as are necessary to the expiration permit completion of the Exchange Offer and (vi) consummate the Exchange Offer on the earliest practicable date after the Exchange Registration Statement has become effective, but in no event later than 30 Business Days thereafter (such 30th Business Day being the “Consummation Date”)Offer. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Guarantor and the Trust further agree to use their reasonable best efforts to commence and complete the Exchange Offer promptly after the Exchange Offer Registration Statement has become effective, hold the Exchange Offer open for at least 30 days and exchange Exchange Securities for all Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been “completed” completed only (A) if the debt securities and related guarantees Exchange Securities received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the states States of the United States of America, and (B) . The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (1i) the Company Guarantor and the Trust having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (2ii) the Company Guarantor having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 Business Days 30 days following the commencement of the Exchange Offer. The Company Guarantor and the Guarantors Trust, agree (Ix) to include in the Exchange Registration Statement registration statement a prospectus for use in connection with any resales by any holder of Exchange Securities by a holder that is a broker-dealer, other than resales of Exchange Securities received by a broker-dealer pursuant to the Exchange Offer in exchange for Registrable Securities acquired by such broker-dealer directly from the Trust, and (IIy) to keep such the Exchange Offer Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of (i) either (a) the expiration of the 180th day after the Exchange Offer has been completed or (b) in the event the Guarantor and the Trust have at any time notified any broker-dealers pursuant to Section 3(f)(iii) hereof, the day beyond the 180th day after the Exchange Offer has been completed that reflects an additional period of days equal to the number of days during all of the periods from and including the dates the Guarantor and the Trust give notice pursuant to Section 3(f)(iii)(F) hereof to and including the date when broker-dealers receive an amended or supplemented prospectus necessary to permit resales of Exchange Securities or to and including the date on which the Guarantor and the Trust give notice that the resale of Exchange Securities under the Exchange Offer Registration Statement may resume or (ii) such time as such broker-dealers no longer own any Registrable Securities. With respect to such registration statement, each broker-dealer that holds Exchange Registration Statement, such holders Securities received in an Exchange Offer in exchange for Registerable Securities not acquired by it directly from the Guarantor shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (b), (c) and (d) Section 6 hereof. The obligations of the Company and the Guarantors set forth in this Section 2(a) shall cease on the date on which the Securities become Freely Tradable.

Registration Under the Securities Act. (a) Subject to the last sentence of this Except as set forth in Section 2(a), if the Securities have not become Freely Tradable on or before the Free Trade Date2(b) below, the Company and the Guarantors agree to use all commercially reasonable efforts to (i) file under the Securities Act a registration statement relating to an offer to exchange (such registration statement, the “Exchange Registration Statement,” ”, and such offer, the “Exchange Offer”) any and all of the Securities for a like aggregate principal amount of debt securities issued by the Company and guaranteed by the Guarantors, which debt securities and guarantees are substantially identical to the Securities and the related Guarantees, respectively (and are entitled to the benefits of a trust indenture that is substantially identical to the Indenture or is the Indenture and that has been qualified under the Trust Indenture ActIndenture), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest Special Interest contemplated in Section 2(b2(c) below (such new debt securities are hereinafter called “Exchange Securities”), (ii) . The Company and the Guarantors agrees to use all commercially reasonable efforts to cause the Exchange Registration Statement to become effective under the Securities Act, (iii) commence the Exchange Offer promptly after such Exchange Registration Statement has become effective, (iv) hold the Exchange Offer open for at least 20 Business Days (or longer if required by applicable law) after the date that notice of the Exchange Offer is mailed to holders of the Securities, (v) exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer and (vi) consummate the Exchange Offer on the earliest practicable date after the Exchange Registration Statement has become effective, but in no event later than 30 Business Days thereafter (such 30th Business Day being the “Consummation Date”). The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. Unless the Exchange Offer would not be permitted by applicable law or Commission policy, the Company further agrees to use all commercially reasonable efforts to (i) commence the Exchange Offer promptly (but no later than 10 Business Days) following the Effective Time of such Exchange Registration Statement, (ii) hold the Exchange Offer open for at least 20 Business Days in accordance with Regulation 14E promulgated by the Commission under the Exchange Act and (iii) exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn promptly following the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been “completed” only (Ai) if the debt securities and related guarantees received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the states States of the United States of America, America and (Bii) upon the earlier to occur of (1) the Company having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (2) the Company having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 and not more than 30 Business Days following the commencement of the Exchange Offer. The Company and the Guarantors agree (Ix) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (IIy) to keep such Exchange Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections Subsections 6(a), (bc), (cd) and (d) hereof. The obligations of the Company and the Guarantors set forth in this Section 2(a) shall cease on the date on which the Securities become Freely Tradablee)(4).

Registration Under the Securities Act. (aa )Except as set forth in Section 2(b) Subject below, and to the last sentence extent there are Registrable Securities outstanding on the fifth Business Day after the one year anniversary of this Section 2(a), if the Securities have not become Freely Tradable on or before the Free Trade Closing Date, the Company and the Guarantors agree to use all commercially reasonable efforts to (i) file under the Securities Act a registration statement relating to an offer to exchange (such registration statement, the “Exchange Registration Statement,” ”, and such offer, the “Exchange Offer”) any and all of the Securities for a like aggregate principal amount of debt securities issued by the Company and guaranteed by the Guarantors, which debt securities and guarantees are substantially identical to the Securities and the related Guarantees, respectively (and are entitled to the benefits of a trust indenture that is substantially identical to the Indenture or is the Indenture and that has been qualified under the Trust Indenture ActIndenture), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest Special Interest contemplated in Section 2(b2(c) below (such new debt securities are hereinafter called “Exchange Securities”), (ii) . The Company and the Guarantors agree to use all commercially reasonable efforts to cause the Exchange Registration Statement to become effective under the Securities Act, (iii) commence Act as promptly as practicable and no later than 45 calendar days after the Exchange Offer promptly after Effective Time of such Exchange Registration Statement has become effective, (iv) hold the Exchange Offer open for at least 20 Business Days (or longer if required by applicable law) after the date that notice of the Exchange Offer is mailed to holders of the Securities, (v) exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer and (vi) consummate the Exchange Offer on the earliest practicable date after the Exchange Registration Statement has become effective, but in no event later than 30 Business Days thereafter (such 30th Business Day being the “Consummation Date”)Statement. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. Unless the Exchange Offer would not be permitted by applicable law or Commission policy, the Company further agrees to use all commercially reasonable efforts to (i) commence the Exchange Offer promptly following the Effective Time of such Exchange Registration Statement, (ii) hold the Exchange Offer open for at least 30 calendar days in accordance with Regulation 14E promulgated by the Commission under the Exchange Act and (iii) exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn promptly following the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been “completed” only (Ai) if the debt securities and related guarantees received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the states States of the United States of America, America and (Bii) upon the earlier to occur of (1) the Company having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (2) the Company having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 Business Days 30 calendar days following the commencement of the Exchange Offer. The Company and the Guarantors agree (Ix) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (IIy) to keep such Exchange Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th 90th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections Subsections 6(a), (bc), (cd) and (d) hereof. The obligations of the Company and the Guarantors set forth in this Section 2(a) shall cease on the date on which the Securities become Freely Tradablee).

Registration Under the Securities Act. (a) Subject to the last sentence of this Except as set forth in Section 2(a), if the Securities have not become Freely Tradable on or before the Free Trade Date2(b) below, the Company Issuer and the Guarantors agree to use all commercially reasonable efforts to (i) file under the Securities Act Act, no later than 270 days after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the “Exchange Offer Registration Statement,” ”, and such offer, the “Exchange Offer”) any and all of the Securities for a like aggregate principal amount of debt securities issued by the Company Issuer and guaranteed by the Guarantors, which debt securities and guarantees are substantially identical to the Securities and the related Guarantees, respectively (and are entitled to the benefits of a trust indenture that is substantially identical to the Indenture or is the Indenture and that has been qualified under the Trust Indenture ActIndenture), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest Special Interest contemplated in Section 2(b2(c) below (such new debt securities are hereinafter called “Exchange Securities”), (ii) . The Issuer and the Guarantors agree to use commercially reasonable efforts to cause the Exchange Offer Registration Statement to be declared effective or to become effective under the Securities Act, (iii) commence the Exchange Offer promptly after such Exchange Registration Statement has become effective, (iv) hold the Exchange Offer open for at least 20 Business Days (or longer if required by applicable law) Act no later than 365 days after the date that notice of the Exchange Offer is mailed to holders of the Securities, (v) exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer and (vi) consummate the Exchange Offer on the earliest practicable date after the Exchange Registration Statement has become effective, but in no event later than 30 Business Days thereafter (such 30th Business Day being the “Consummation Closing Date”). The Exchange Offer will shall be registered under the Securities Act on the appropriate form and will shall comply with all applicable tender offer rules and regulations under the Exchange Act. Unless the Exchange Offer would not be permitted by applicable law or Commission policy, the Issuer further agrees to use commercially reasonable efforts to (i) commence the Exchange Offer promptly following the Effective Time of such Exchange Offer Registration Statement, (ii) hold the Exchange Offer open for at least 20 Business Days in accordance with Regulation 14E promulgated by the Commission under the Exchange Act, or longer if required by the federal securities laws and (iii) issue on or prior to 30 Business Days, or longer if required by the federal securities laws, after the date on which the Exchange Offer Registration Statement was declared effective by the Commission, Exchange Securities in exchange for the Registrable Securities tendered prior thereto in the Exchange Offer. The Exchange Offer will be deemed to have been “completed” only (Ai) if the debt securities and related guarantees received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the states States of the United States of America, America and (Bii) upon the earlier to occur of (1) the Company having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (2) the Company Issuer having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 Business Days following the commencement of the Exchange Offer. The Company and the Guarantors agree Issuer agrees (Ix) to include in the Exchange Offer Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (IIy) to keep such Exchange Offer Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Offer Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections Subsections 6(a), (bc), (cd) and (d) hereof. The obligations of the Company and the Guarantors set forth in this Section 2(a) shall cease on the date on which the Securities become Freely Tradablee).

Registration Under the Securities Act. (a) Subject to the last sentence of this Section 2(a), if the Securities have not become Freely Tradable on or before the Free Trade Date, the Company and the Guarantors agree to use all commercially reasonable efforts to (i) file under the Securities Act a registration statement relating to an offer to exchange (such registration statement, the “Exchange Registration Statement,” and such offer, the “Exchange Offer”) any and all of the Securities for a like aggregate principal amount of debt securities issued by the Company and guaranteed by the Guarantors, which debt securities and guarantees are substantially identical to the Securities and the related Guarantees, respectively (and are entitled to the benefits of a trust indenture that is substantially identical to the Indenture or is the Indenture and that has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest contemplated in Section 2(b) below (such new debt securities are hereinafter called “Exchange Securities”), (ii) cause the Exchange Registration Statement to become effective under the Securities Act, (iii) commence the Exchange Offer promptly after such Exchange Registration Statement has become effective, (iv) hold the Exchange Offer open for at least 20 Business Days (or longer if required by applicable law) after the date that notice of the Exchange Offer is mailed to holders of the Securities, (v) exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer and (vi) consummate the Exchange Offer on the earliest practicable date after the Exchange Registration Statement has become effectiveaffected, but in no event later than 30 Business Days thereafter (such 30th Business Day being the “Consummation Date”). The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Exchange Offer will be deemed to have been “completed” only (A) if the debt securities and related guarantees received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the states of the United States of America, and (B) . The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (1A) the Company having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (2B) the Company having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 Business Days following the commencement of the Exchange Offer. The Company and the Guarantors agree (I) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (II) to keep such Exchange Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (b), (c) and (d) hereof. The obligations of the Company and the Guarantors set forth in this Section 2(a) shall cease on the date on which the Securities become Freely Tradable.

Registration Under the Securities Act. (a) Subject to the last sentence of this Except as set forth in Section 2(a), if the Securities have not become Freely Tradable on or before the Free Trade Date2(b) below, the Company and the Guarantors agree agrees to use all commercially reasonable efforts to (i) file under the Securities Act Act, as soon as practicable, but no later than 180 days after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the “"Exchange Registration Statement,” ", and such offer, the “"Exchange Offer”") any and all of the Securities for a like aggregate principal amount of debt securities issued by the Company and guaranteed by the Guarantors, which debt securities and guarantees are substantially identical to the Securities and the related GuaranteesGuarantee, respectively (and are entitled to the benefits of a trust indenture that which is substantially identical to the 2010 Indenture or the 2013 Indenture, as applicable, or is the 2010 Indenture or the 2013 Indenture, as applicable, and that which has been qualified under the Trust Indenture Act), except that they such new debt securities have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest contemplated in Section 2(b2(c) below (such new debt securities are hereinafter called “"Exchange Securities”"), (ii) . The Company agrees to use all commercially reasonable efforts to cause the Exchange Registration Statement to become effective under the Securities ActAct as soon as practicable, (iii) commence the Exchange Offer promptly after such Exchange Registration Statement has become effective, (iv) hold the Exchange Offer open for at least 20 Business Days (or longer if required by applicable law) but no later than 270 days after the date that notice of the Exchange Offer is mailed to holders of the Securities, (v) exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer and (vi) consummate the Exchange Offer on the earliest practicable date after the Exchange Registration Statement has become effective, but in no event later than 30 Business Days thereafter (such 30th Business Day being the “Consummation Closing Date”). The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Company further agrees to use all commercially reasonable efforts to commence and complete the Exchange Offer promptly, but no later than 30 days after such registration statement has become effective, hold the Exchange Offer open for at least 30 days and exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been “"completed” " only (A) if the debt securities and related guarantees received by holders holders, other than Restricted Holders Holders, in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the states States of the United States of America, and (B) . The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (1i) the Company having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (2ii) the Company having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 Business Days 30 days following the commencement of the Exchange Offer. The Company and the Guarantors agree agrees (Ix) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (IIy) to keep such Exchange Registration Statement effective for a period (the “"Resale Period”") beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (b7(a), (c), (d) and (de) hereof. The obligations of the Company and the Guarantors set forth in this Section 2(a) shall cease on the date on which the Securities become Freely Tradable.

Registration Under the Securities Act. (a) Subject to the last sentence of this Except as set forth in Section 2(a), if the Securities have not become Freely Tradable on or before the Free Trade Date2(b) below, the Company and the Guarantors agree agrees to use all commercially reasonable efforts to (i) file under the Securities Act Act, as soon as practicable, but no later than 30 days after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the “Exchange Registration Statement,” and such offer, the “"Exchange Offer”") any and all of the Registrable Securities for a like aggregate principal amount of debt securities issued by the Company and guaranteed by the GuarantorsCompany, which debt securities and guarantees are substantially identical to the Registrable Securities and the related Guarantees, respectively (and are entitled to the benefits of a trust indenture that which is substantially identical to the Indenture or is the Indenture and that which has been qualified under the Trust Indenture Act), ) except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest contemplated in Section 2(b2(c) below (such new debt securities are hereinafter called “"Exchange Securities”"), (ii) . The Company agrees to use its best efforts to cause the Exchange Registration Statement such registration statement to become effective under the Securities ActAct as soon as practicable, (iii) commence the Exchange Offer promptly after such Exchange Registration Statement has become effective, (iv) hold the Exchange Offer open for at least 20 Business Days (or longer if required by applicable law) but no later than 75 days after the date that notice of the Exchange Offer is mailed to holders of the Securities, (v) exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer and (vi) consummate the Exchange Offer on the earliest practicable date after the Exchange Registration Statement has become effective, but in no event later than 30 Business Days thereafter (such 30th Business Day being the “Consummation Closing Date”). The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Company further agrees to use its best efforts to commence and complete the Exchange Offer promptly after such registration statement has become effective, hold the Exchange Offer open for at least 30 days and exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been “completed” completed only (A) if the debt securities and related guarantees received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the states States of the United States of America, and (B) . The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (1i) the Company having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (2ii) the Company having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 Business Days 30 days following the commencement of the Exchange Offer. The Company and the Guarantors agree agrees (Ix) to include in the Exchange Registration Statement registration statement a prospectus for use in connection with any resales by any holder of Exchange Securities that is by a broker-dealer, other than resales of Exchange Securities received by a broker-dealer pursuant to an Exchange Offer in exchange for Registrable Securities acquired by the broker-dealer directly from the Company, and (IIy) to keep such Exchange Registration Statement registration statement effective for a period (the “"Resale Period”") beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th 90th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (b), (c) and (d) hereof. The obligations of the Company and the Guarantors set forth in this Section 2(a) shall cease on the date on which the Securities become Freely Tradable.dealers

Registration Under the Securities Act. (a) Subject to the last sentence of this Except as set forth in Section 2(a), if the Securities have not become Freely Tradable on or before the Free Trade Date2(b) below, the Company and the Guarantors agree to use all commercially reasonable efforts to (i) file under the Securities Act a registration statement relating to an offer to exchange (such registration statement, the “Exchange Registration Statement,” ”, and such offer, the “Exchange Offer”) any and all of the Securities for a like aggregate principal amount of debt securities issued by the Company and guaranteed by the Guarantors, which debt securities and guarantees are substantially identical to the Securities and the related Guarantees, respectively (and are entitled to the benefits of a trust indenture that is substantially identical to the Indenture or is the Indenture and that has been qualified under the Trust Indenture ActIndenture), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest Special Interest contemplated in Section 2(b2(c) below (such new debt securities are hereinafter called “Exchange Securities”), (ii) . The Company and the Guarantors agree to use all commercially reasonable efforts to cause the Exchange Registration Statement to become effective under the Securities Act, (iii) commence the Exchange Offer promptly after such Exchange Registration Statement has become effective, (iv) hold the Exchange Offer open for at least 20 Business Days (or longer if required by applicable law) after the date that notice of the Exchange Offer is mailed to holders of the Securities, (v) exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer and (vi) consummate the Exchange Offer on the earliest practicable date after the Exchange Registration Statement has become effective, but in no event later than 30 Business Days thereafter (such 30th Business Day being the “Consummation Date”). The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. Unless the Exchange Offer would not be permitted by applicable law or Commission policy, the Company further agrees to use all commercially reasonable efforts to (i) commence the Exchange Offer promptly (but no later than 10 Business Days) following the Effective Time of such Exchange Registration Statement, (ii) hold the Exchange Offer open for at least 20 Business Days in accordance with Regulation 14E promulgated by the Commission under the Exchange Act and (iii) exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn promptly following the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been “completed” only (Ai) if the debt securities and related guarantees received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the states States of the United States of America, America and (Bii) upon the earlier to occur of (1) the Company having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (2) the Company having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 and not more than 30 Business Days following the commencement of the Exchange Offer. The Company and the Guarantors agree (Ix) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer broker‑dealer and (IIy) to keep such Exchange Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections Subsections 6(a), (bc), (cd) and (d) hereof. The obligations of the Company and the Guarantors set forth in this Section 2(a) shall cease on the date on which the Securities become Freely Tradablee)(4).

Registration Under the Securities Act. (a) Subject to the last sentence of this Except as set forth in Section 2(a), if the Securities have not become Freely Tradable on or before the Free Trade Date2(b) below, the Company and the Guarantors agree agrees to use all commercially reasonable its best efforts to (i) file under the Securities Act Act, as soon as practicable, but no later than 60 days after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the “Exchange Registration Statement,” and such offer, the “"Exchange Offer”") any and all of the Securities for a like aggregate principal amount of debt securities issued by of the Company and guaranteed by the Guarantors, which debt securities and guarantees are substantially identical to the Securities and the related Guarantees, respectively (and which are entitled to the benefits of a trust indenture that which is substantially identical to the Indenture or is the Indenture and that which has been qualified under the Trust Indenture Act), ) except that they have been registered pursuant to an effective registration statement under the Securities Act and do will not contain provisions for the additional interest contemplated in by Section 2(b2(c) below hereof or provisions restricting transfer (such new debt securities are hereinafter called “"Exchange Securities”"), (ii) . The Company agrees to use its best efforts to cause the Exchange Registration Statement such registration statement to become effective under the Securities ActAct as soon as practicable, (iii) commence the Exchange Offer promptly after such Exchange Registration Statement has become effective, (iv) hold the Exchange Offer open for at least 20 Business Days (or longer if required by applicable law) but no later than 150 days after the date that notice of the Exchange Offer is mailed to holders of the Securities, (v) exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer and (vi) consummate the Exchange Offer on the earliest practicable date after the Exchange Registration Statement has become effective, but in no event later than 30 Business Days thereafter (such 30th Business Day being the “Consummation Closing Date”). The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Company further agrees to use its best efforts to commence and complete the Exchange Offer promptly after such registration statement has become effective, hold the Exchange Offer open for at least 20 business days and exchange the Exchange Securities for all Registrable Securities that have been tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been “completed” completed only (A) if the debt securities and related guarantees Exchange Securities received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the states States of the United States of America, and (B) it being understood that broker-dealers receiving Exchange Securities will be subject to certain prospectus delivery requirements with respect to resale of the Exchange Securities. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (1i) the Company having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (2ii) the Company having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 Business Days business days following the commencement of the Exchange Offer. The Company and the Guarantors agree agrees (Ii) to include in the Exchange Registration Statement registration statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (IIii) to keep such Exchange Registration Statement registration statement effective for a period (the “Resale Period”) beginning when Exchange Securities are first issued in the Exchange Offer and ending upon on the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Registration Statement, registration statement such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (b), (c) and (d) Section 6 hereof. The obligations of the Company and the Guarantors set forth in this Section 2(a) shall cease on the date on which the Securities become Freely Tradable.

Registration Under the Securities Act. (a) Subject to the last sentence of this Section 2(a), if the Securities have not become Freely Tradable on or before the Free Trade Date, the Company If Dominion Resources and the Guarantors agree to use all commercially reasonable efforts to (i) Trust file under the Securities Act a registration statement relating pursuant to Section 2(a) of the Capital Securities Exchange and Registration Rights Agreement, then Dominion Resources and the Trust agree, jointly and severally, to include in such registration statement an offer to exchange (such registration statement, the “Exchange Registration Statement,” and such offer, the “"Exchange Offer”") any and all of the Securities Debentures for a like aggregate principal amount of debt securities issued by the Company and guaranteed by the Guarantors, a new series of junior subordinated deferrable interest debentures of Dominion Resources which debt securities and guarantees are substantially identical to the Securities and the related Guarantees, respectively Debentures (and which are entitled to the benefits of a trust indenture that is substantially identical to the Indenture or is the Indenture and that has been which will be qualified under the Trust Indenture Act), ) except that they have been registered pursuant to an effective registration statement under the Securities Act and do such new debentures will not contain provisions for Special Interest or provisions restricting transfer in the additional interest contemplated in Section 2(b) below absence of registration under the Securities Act (such new debt securities are debentures hereinafter called “"Exchange Debentures"). Such registration statement shall also relate to, and the consummation of the Exchange Offer shall be conditioned upon the consummation of, an offer to exchange the Securities for substantially identical capital securities of the Trust pursuant to the Capital Securities Exchange and Registration Rights Agreement (the "Exchange Securities”") and to an offer to exchange the Guarantee for a substantially identical guarantee of Dominion Resources pursuant to the Guarantee Exchange and Registration Rights Agreement (the "Exchange Guarantee"). Dominion Resources and the Trust agree, (ii) jointly and severally, to use their reasonable best efforts to cause the Exchange Registration Statement such registration statement to become effective under the Securities Act, (iii) commence the Exchange Offer promptly after such Exchange Registration Statement has become effective, (iv) hold the Exchange Offer open for at least 20 Business Days (or longer if required by applicable law) after the date that notice Act within 180 days of the Exchange Offer is mailed to holders of the Securities, (v) exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer and (vi) consummate the Exchange Offer on the earliest practicable date after the Exchange Registration Statement has become effective, but in no event later than 30 Business Days thereafter (such 30th Business Day being the “Consummation Issue Date”). The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Actform. The Exchange Offer will shall be deemed to have been “completed” only (A) if completed upon the debt securities and related guarantees received by holders other than Restricted Holders in completion of the exchange of the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the states of the United States of America, and (B) upon the earlier to occur of (1) the Company having exchanged the Exchange Securities Debentures for all outstanding Registrable Securities pursuant to the Exchange Offer and (2) the Company having exchanged, Debentures pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 Business Days following the commencement of the Exchange Offer. The Company and the Guarantors agree (I) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (II) to keep such Exchange Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (b), (c) and (d) hereof. The obligations of the Company and the Guarantors set forth in this Section 2(a) shall cease on the date on which the Securities become Freely Tradable.

Registration Under the Securities Act. (a) Subject to the last sentence of this Except as set forth in Section 2(a), if the Securities have not become Freely Tradable on or before the Free Trade Date2(b) below, the Company and the Guarantors agree agrees to use all commercially reasonable efforts to (i) file under the Securities Act Act, as soon as practicable, but no later than 60 days after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the “Exchange Registration Statement,” ”, and such offer, the “Exchange Offer”) any and all of the Securities for a like aggregate principal amount of debt securities issued by the Company and guaranteed by the GuarantorsCompany, which debt securities and guarantees are substantially identical to the Securities and the related Guarantees, respectively (and are entitled to the benefits of a trust indenture that is indentures which are substantially identical to the Indenture Indentures or is are the Indenture Indentures and that has which have been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest contemplated in Section 2(b2(c) below (such new debt securities are hereinafter called “Exchange Securities”), (ii) . The Company agrees to use its best efforts to cause the Exchange Registration Statement to become effective under the Securities ActAct as soon as practicable, (iii) commence the Exchange Offer promptly after such Exchange Registration Statement has become effective, (iv) hold the Exchange Offer open for at least 20 Business Days (or longer if required by applicable law) but no later than 180 days after the date that notice of the Exchange Offer is mailed to holders of the Securities, (v) exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer and (vi) consummate the Exchange Offer on the earliest practicable date after the Exchange Registration Statement has become effective, but in no event later than 30 Business Days thereafter (such 30th Business Day being the “Consummation Closing Date”). The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Company further agrees to use its best efforts to commence and complete the Exchange Offer promptly, but no later than 45 days after such registration statement has become effective, hold the Exchange Offer open for at least 30 days and exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been “completed” only (A) if the debt securities and related guarantees received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the states States of the United States of America, and (B) . The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (1i) the Company having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (2ii) the Company having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 Business Days 30 days following the commencement of the Exchange Offer. The Company and the Guarantors agree agrees (Ix) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (IIy) to keep such Exchange Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (bc), (cd) and (de) hereof. The obligations of the Company and the Guarantors set forth in this Section 2(a) shall cease on the date on which the Securities become Freely Tradable.

Registration Under the Securities Act. (a) Subject to the last sentence of this Except as set forth in Section 2(a), if the Securities have not become Freely Tradable on or before the Free Trade Date2(b) below, the Company and the Guarantors agree to use all commercially reasonable efforts to (i) file under the Securities Act Act, no later than 360 days after the Settlement Date, a registration statement relating to an offer to exchange (such registration statement, the “Exchange Registration Statement,” ”, and such offer, the “Exchange Offer”) any and all of the Securities for a like aggregate principal amount of debt securities issued by the Company and guaranteed by the Guarantors, which debt securities and guarantees are will be substantially identical to the Securities and the related Guarantees, respectively (and are entitled to the benefits of a trust indenture that is substantially identical to the Indenture or is the Indenture and that has been qualified under the Trust Indenture ActIndenture), except that they will have been registered pursuant to an effective registration statement under the Securities Act and do will not contain provisions for the additional interest Special Interest contemplated in Section 2(b2(c) below (such new debt securities are hereinafter called “Exchange Securities”), (ii) . The Company and the Guarantors agree to use commercially reasonable efforts to cause the Exchange Registration Statement to become be declared effective by the Commission under the Securities Act, (iii) commence the Exchange Offer promptly after such Exchange Registration Statement has become effective, (iv) hold the Exchange Offer open for at least 20 Business Days (or longer if required by applicable law) Act no later than 420 days after the date that notice of the Exchange Offer is mailed to holders of the Securities, (v) exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer and (vi) consummate the Exchange Offer on the earliest practicable date after the Exchange Registration Statement has become effective, but in no event later than 30 Business Days thereafter (such 30th Business Day being the “Consummation Settlement Date”). The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. Unless the Exchange Offer would not be permitted by applicable law or Commission policy, the Company further agrees to use commercially reasonable efforts to (i) commence the Exchange Offer promptly (but no later than 10 Business Days) following the Effective Time of such Exchange Registration Statement, (ii) hold the Exchange Offer open for at least 20 Business Days in accordance with Regulation 14E promulgated by the Commission under the Exchange Act and (iii) exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn promptly following the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been “completed” only (Ai) if the debt securities Exchange Securities and related guarantees received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the states of the United States of America, and (Bii) upon the earlier to occur of (1) the Company having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (2) the Company having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 and not more than 30 Business Days following the commencement of the Exchange Offer. The Company and the Guarantors agree agree, that upon request, they will (Ix) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (IIy) to keep such Exchange Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (bc), (cd) and (d) hereof. The obligations of the Company and the Guarantors set forth in this Section 2(a) shall cease on the date on which the Securities become Freely Tradablee).

Registration Under the Securities Act. (a) Subject to the last sentence of this Except as set forth in Section 2(a), if the Securities have not become Freely Tradable on or before the Free Trade Date2(b) below, the Company Issuer and the Guarantors Guarantor agree to use all commercially reasonable efforts to (i) file under the Securities Act Act, as soon as practicable, but no later than 90 days after the Initial Closing Date, (i) an amendment to an existing Initial Exchange Registration Statement or (ii) a registration statement statement, relating to an offer to exchange (such amendment or registration statement, the “Exchange Registration Statement,” ”, and such offer, the “Exchange Offer”) any and all of the Securities for a like aggregate principal amount of debt securities issued by the Company Issuer and guaranteed by the GuarantorsGuarantor, which debt securities and guarantees guarantee are substantially identical to the Securities and the related GuaranteesGuarantee, respectively (and are entitled to the benefits of a trust indenture that which is substantially identical to the Indenture or is the Indenture and that which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest contemplated in Section 2(b2(c) below (such new debt securities are hereinafter called “Exchange Securities”), (ii) . The Issuer and the Guarantor agree to use their best efforts to cause the Exchange Registration Statement to become effective under the Securities ActAct as soon as practicable, (iii) commence but no later than 180 days after the Exchange Offer promptly after such Initial Closing Date and in any event concurrently with the effectiveness of an Initial Exchange Registration Statement has become effective, (iv) hold the Exchange Offer open for at least 20 Business Days (or longer if required by applicable law) after the date that notice of the Exchange Offer is mailed to holders of the Securities, (v) exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer and (vi) consummate the Exchange Offer on the earliest practicable date after the Exchange Registration Statement has become effective, but in no event later than 30 Business Days thereafter (such 30th Business Day being the “Consummation Date”)Statement. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Issuer and the Guarantor further agree to use their best efforts to commence and complete the Exchange Offer promptly, but no later than 45 days after such registration statement has become effective and in any event concurrently with the commencement and completion of an Initial Exchange Offer, hold the Exchange Offer open for at least 20 business days and exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been “completed” only (A) if the debt securities and related guarantees guarantee received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the states States of the United States of America, and (B) . The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (1i) the Company Issuer having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (2ii) the Company Issuer having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 Business Days business days following the commencement of the Exchange Offer. The Company Issuer and the Guarantors Guarantor agree (Ix) to include in the Exchange Registration Statement a prospectus Prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (IIy) to keep such Exchange Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (b5(a), (c), (d) and (de) hereof. The obligations of the Company and the Guarantors set forth in this Section 2(a) shall cease on the date on which the Securities become Freely Tradable.

Registration Under the Securities Act. (a) Subject to the last sentence of this Except as set forth in Section 2(a), if the Securities have not become Freely Tradable on or before the Free Trade Date2(b) below, the Company and the Guarantors agree agrees to use all commercially reasonable efforts to (i) file under the Securities Act a Act, one or more registration statement statements relating to an offer to exchange (such registration statementstatements, together, the “Exchange Registration Statement,” and such offer, the “Exchange Offer”) any and all of the Securities for a like aggregate principal amount of debt securities issued by the Company and guaranteed by the Guarantors, which debt securities and guarantees are substantially identical to the Securities and the related Guarantees, respectively (and are entitled to the benefits of a trust indenture that which is substantially identical to the applicable Indenture or is the applicable Indenture and that which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest contemplated in Section 2(b2(d) below (such new debt securities are hereinafter called “Exchange Securities”), (ii) . The Company agrees to use all commercially reasonable efforts to cause the Exchange Registration Statement to become effective under the Securities Act, (iii) commence the Exchange Offer promptly after such Exchange Registration Statement has become effective, (iv) hold the Exchange Offer open for at least 20 Business Days (or longer if required by applicable law) after the date that notice of the Exchange Offer is mailed to holders of the Securities, (v) exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer and (vi) consummate the Exchange Offer on the earliest practicable date after the Exchange Registration Statement has become effective, but in no event later than 30 Business Days thereafter (such 30th Business Day being the “Consummation Date”). The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. Unless the Exchange Offer would not be permitted by applicable law or Commission policy, the Company further agrees to use all commercially reasonable efforts to (i) hold the Exchange Offer open for at least 20 Business Days in accordance with Regulation 14E promulgated by the Commission under the Exchange Act and (ii) exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn promptly following the expiration of the Exchange Offer and (iii) consummate the Exchange Offer on or prior to the 360th day following the Closing Date. A holder who wishes to exchange Securities for Exchange Securities in the Exchange Offer will be required to represent that it is not, and will not be at the time of the consummation of the Exchange Offer, a Restricted Holder. Each broker-dealer that wishes to exchange Securities for Exchange Securities in the Exchange Offer will be required to acknowledge that it will deliver a prospectus in connection with any resale of the Exchange Securities. The Exchange Offer will be deemed to have been “completed” only (A) if the debt securities and related guarantees received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the states States of the United States of America, and (B) upon the earlier to occur of (1) the Company having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the . The Exchange Offer and (2) shall be deemed to have been completed upon the Company having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 Business Days following the commencement of the Exchange Offer. The Company and the Guarantors agree agrees (Ix) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (IIy) to use all commercially reasonable efforts to keep such Exchange Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th 90th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections Subsections 6(a), (b), (cf) and (d) hereof. The obligations of the Company and the Guarantors set forth in this Section 2(a) shall cease on the date on which the Securities become Freely Tradableg).

Registration Under the Securities Act. (a) Subject to the last sentence of this Except as set forth in Section 2(a), if the Securities have not become Freely Tradable on or before the Free Trade Date2(b) below, the Company and the Guarantors Guarantor agree to use all their commercially reasonable efforts efforts, no later than the 270th day following the Closing Date to (i) file under the Securities Act Act, a registration statement relating to an offer to exchange (such registration statement, the “Exchange Offer Registration Statement,” ”, and such offer, the “Exchange Offer”) any and all of the Securities for a like aggregate principal amount of debt securities issued by the Company and guaranteed by the GuarantorsGuarantor, which debt securities and guarantees guarantee are substantially identical to the Securities and the related GuaranteesGuarantee, respectively (and are entitled to the benefits of a trust indenture that is substantially identical to the Indenture or is the Indenture and that has been qualified under the Trust Indenture ActIndenture), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest Special Interest contemplated in Section 2(b2(c) below (such new debt securities are hereinafter called “Exchange Securities”), (ii) cause the Exchange Offer Registration Statement to become effective under the Securities Act, Act and (iii) commence cause the Exchange Offer promptly after such Exchange Registration Statement has become effective, (iv) hold the Exchange Offer open for at least 20 Business Days (or longer if required by applicable law) after the date that notice of the Exchange Offer is mailed to holders of the Securities, (v) exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer and (vi) consummate the Exchange Offer on the earliest practicable date after the Exchange Registration Statement has become effective, but in no event later than 30 Business Days thereafter (such 30th Business Day being the “Consummation Date”)be completed. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. Unless the Exchange Offer would not be permitted by applicable law or Commission policy, the Company further agrees to use commercially reasonable efforts to (i) commence the Exchange Offer promptly following the Effective Time of such Exchange Offer Registration Statement, (ii) hold the Exchange Offer open for at least 20 Business Days (or longer if required by applicable law) after the date notice of the Exchange Offer is mailed to the holders of the Registrable Securities in accordance with Regulation 14E promulgated by the Commission under the Exchange Act and (iii) issue on or prior to 30 Business Days (or longer if required by the federal securities laws) after the date on which the Exchange Offer Registration Statement was declared effective by the Commission, Exchange Securities in exchange for the Registrable Securities that have been properly tendered and not withdrawn promptly following the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been “completed” only (Ai) if the debt securities and related guarantees guarantee received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the states States of the United States of America, America and (Bii) upon the earlier to occur of (1) the Company having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (2) the Company having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 Business Days following the commencement of the Exchange Offer. The Company and the Guarantors Guarantor agree (Ix) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (IIy) to keep such Exchange Offer Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Offer Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections Subsections 6(a), (bc), (cd) and (d) hereof. The obligations of the Company and the Guarantors set forth in this Section 2(a) shall cease on the date on which the Securities become Freely Tradablee).

Registration Under the Securities Act. (a) Subject to To the last sentence extent not prohibited by any applicable law or applicable interpretation of this Section 2(a), if the Securities have not become Freely Tradable on or before staff of the Free Trade DateCommission, the Company shall prepare and file or cause to be prepared and filed with the Commission within forty-five (45) days of the Closing Date (the “Filing Deadline”) a “shelf” registration statement providing for the registration of, and the Guarantors agree sale on a continuous or delayed basis by the holders of, all of the Registrable Securities, pursuant to use all commercially reasonable efforts to Rule 415 or any similar rule that may be adopted by the Commission (i) file under such filing, the Securities Act a registration statement relating to an offer to exchange (“Shelf Registration” and such registration statement, the “Exchange Shelf Registration Statement,” and such offer, ”). The Company agrees to use its reasonable best efforts (x) to cause the Shelf Registration Statement to become or be declared effective by the Commission no later than one-hundred eighty (180) days after the Closing Date (the “Exchange OfferEffectiveness Deadline”) any and and, except as otherwise provided for herein, to keep such Shelf Registration Statement continuously effective for a period ending on the earlier of (i) the date when all of the Registrable Securities for a like aggregate principal amount of debt securities issued by the Company and guaranteed by the Guarantors, which debt securities and guarantees are substantially identical to the Securities and the related Guarantees, respectively (and are entitled to the benefits of a trust indenture that is substantially identical to the Indenture or is the Indenture and that has been qualified under the Trust Indenture Act), except that they have been registered sold pursuant to an effective registration statement under Rule 144 or the Securities Act and do not contain provisions for the additional interest contemplated in Section 2(b) below (such new debt securities are hereinafter called “Exchange Securities”)Shelf Registration Statement, (ii) cause the Exchange Registration Statement to become effective expiration of the holding period under Rule 144(k) under the Securities Act, or any successor provision, (iii) commence the Exchange Offer promptly after such Exchange Registration Statement has become effective, time as there are no longer any Registrable Securities outstanding or (iv) hold two (2) years (the Exchange Offer open “Effectiveness Period”); provided, however, that no holder shall be entitled to be named as a selling securityholder in the Shelf Registration Statement or to use the prospectus forming a part thereof for at least 20 Business Days resales of Registrable Securities unless such holder is an Electing Holder, and (or longer if required by applicable lawy) after the date that notice Effective Time of the Exchange Offer is mailed to holders Shelf Registration Statement, upon the request of the Securities, (v) exchange Exchange Securities for all any holder of Registrable Securities that have been properly tendered is not then an Electing Holder, to take such reasonable action to make such filings with the Commission as could enable such holder to use the prospectus forming a part thereof for resales of Registrable Securities, including, without limitation, any action necessary to identify such holder as a selling securityholder in the Shelf Registration Statement, provided, however, that nothing in this clause (y) shall relieve any such holder of the obligation to return a completed and not withdrawn on or prior signed Notice and Questionnaire to the expiration Company in accordance with Section 3(c)(iii) hereof or obligate the Company to take such action until receipt of a completed and signed Notice and Questionnaire. The Company further agrees to use its reasonable best efforts to supplement or make amendments to the Exchange Offer Shelf Registration Statement, as and (vi) consummate when required by the Exchange Offer on rules, regulations or instructions applicable to the earliest practicable date after registration form used by the Exchange Company for such Shelf Registration Statement has become effective, but in no event later than 30 Business Days thereafter (such 30th Business Day being the “Consummation Date”). The Exchange Offer will be registered under or by the Securities Act on for shelf registration, and the appropriate form and will comply Company agrees to furnish to each Electing Holder copies of any such supplement or amendment prior to its being used or promptly following its filing with all the Commission. Notwithstanding anything to the contrary contained herein, subject to applicable tender offer rules and regulations under law, neither the Exchange ActCompany nor any of its subsidiaries or affiliates shall disclose the name of any Holders in any filing, announcement, release or otherwise without the prior written consent of the applicable Holder. The Exchange Offer will be deemed to have been “completed” only (A) if the debt securities and related guarantees received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws receipt of a substantial majority of the states of the United States of America, Notice and (B) upon the earlier to occur of (1) the Company having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (2) the Company having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which Questionnaire shall be on considered a date that is at least 20 Business Days following valid consent for the commencement purposes of the Exchange Offer. The Company and the Guarantors agree (I) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (II) to keep such Exchange Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (b), (c) and (d) hereof. The obligations of the Company and the Guarantors set forth in this Section 2(a) shall cease on the date on which the Securities become Freely Tradable2.

Registration Under the Securities Act. (a) Subject to the last sentence of this Except as set forth in Section 2(a), if the Securities have not become Freely Tradable on or before the Free Trade Date2(b) below, the Company and the Guarantors agree agrees to use all its commercially reasonable efforts to (i) file under the Securities Act a registration statement relating to an offer to exchange (such registration statement, the “Exchange Registration Statement,” ”, and such offer, the “Exchange Offer”) any and all of the Securities for a like aggregate principal amount of debt securities issued by the Company and guaranteed by the Guarantors, which debt securities and guarantees Guarantees are substantially identical to the Securities and the related Guarantees, respectively (and are entitled to the benefits of a trust indenture that which is substantially identical to the Indenture or is the Indenture and that which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain restrictions on transfer or provisions for the additional interest contemplated in Section 2(b2(c) below or the liquidated damages provided in Section 2(d) below (such new debt securities are hereinafter called “Exchange Securities”), (ii) . The Company agrees to use its commercially reasonable efforts to cause the Exchange Registration Statement to become effective under the Securities Act, (iii) commence Act within 365 days following the Exchange Offer promptly after such Exchange Registration Statement has become effective, (iv) hold the Exchange Offer open for at least 20 Business Days (or longer if required by applicable law) after the date that notice of the Exchange Offer is mailed to holders of the Securities, (v) exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer and (vi) consummate the Exchange Offer on the earliest practicable date after the Exchange Registration Statement has become effective, but in no event later than 30 Business Days thereafter (such 30th Business Day being the “Consummation Existing Notes Closing Date”). The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Exchange Offer will be deemed Company further agrees to have been “completed” only (A) if the debt securities and related guarantees received by holders other than Restricted Holders in use its commercially reasonable efforts to commence the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and promptly after the Exchange Act and without material restrictions under Registration Statement becomes effective, hold the blue sky or securities laws of a substantial majority Exchange Offer open for the period required by applicable law (including pursuant to any applicable interpretation by the staff of the states of the United States of AmericaCommission), but in any event for at least 10 business days, and (B) upon the earlier to occur of (1) the Company having exchanged exchange the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (2) the Company having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly validly tendered and not withdrawn before on or prior to the expiration of the Exchange Offer. If the Company commences the Exchange Offer, which shall the Company will be on a date that is at least 20 Business Days following entitled to close the Exchange Offer 30 days after the commencement thereof (or at the end of such shorter period permitted by applicable law; provided that such period shall not, in any case, be less than 10 business days); provided that the Company has accepted all the Securities validly tendered in accordance with the terms of the Exchange Offer. The Company and the Guarantors agree agrees (Ix) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (IIy) to keep such Exchange Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th 90th day after the Exchange Offer has been completed or and such time as such broker-dealers no longer own any Registrable Securities. With respect Each holder participating in the Exchange Offer shall be required to represent to the Company that (i) any Exchange Securities received by such holder will be acquired in the ordinary course of business, (ii) at the time of the commencement of the Exchange Offer such holder has no arrangements or understanding with any person to participate in the distribution of the Securities or the Exchange Securities within the meaning of the Securities Act, (iii) such holder is not an “affiliate,” as defined in Rule 405 of the Securities Act, of the Company, (iv) if such holder is not a broker-dealer, that it is not engaged in, and does not intend to engage in, the distribution of the Exchange Securities, (v) if such holder is a broker-dealer, that it will receive Exchange Securities for its own account in exchange for Securities that were acquired as a result of market making activities or other trading activities and that it will deliver a prospectus in connection with any resale of such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (b), (c) Securities and (dvi) hereof. The obligations such holder is not acting on behalf of any person who could not truthfully make the Company and the Guarantors set forth in this Section 2(a) shall cease on the date on which the Securities become Freely Tradableforegoing representations.

Registration Under the Securities Act. (a) Subject to the last sentence of this Except as set forth in Section 2(a), if the Securities have not become Freely Tradable on or before the Free Trade Date2(b) below, the Company and the Guarantors agree to use all commercially reasonable reasonably efforts to (i) file under the Securities Act a registration statement relating to an offer to exchange (such registration statement, the “Exchange Registration Statement,” ”, and such offer, the “Exchange Offer”) any and all of the Securities for a like aggregate principal amount of debt securities issued by the Company and guaranteed by the Guarantors, which debt securities and guarantees are substantially identical to the Securities and the related Guarantees, respectively (and are entitled to the benefits of a trust indenture that is substantially identical to the Indenture or is the Indenture and that has been qualified under the Trust Indenture ActIndenture), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest Special Interest contemplated in Section 2(b2(c) below (such new debt securities are hereinafter called “Exchange Securities”), ) and (ii) cause the Exchange Registration Statement to become effective under the Securities Act, (iii) commence the Exchange Offer promptly after such Exchange Registration Statement has become effective, (iv) hold the Exchange Offer open for at least 20 Business Days (or longer if required by applicable law) Act no later than 365 days after the date that notice of the Exchange Offer is mailed to holders of the Securities, (v) exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer and (vi) consummate the Exchange Offer on the earliest practicable date after the Exchange Registration Statement has become effective, but in no event later than 30 Business Days thereafter (such 30th Business Day being the “Consummation Closing Date”). The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply in all material respects with all applicable tender offer rules and regulations under the Exchange Act. Unless the Exchange Offer would not be permitted by applicable law or Commission policy, the Company further agrees to use commercially reasonable efforts to (i) commence the Exchange Offer promptly following the Effective Time of such Exchange Registration Statement, (ii) hold the Exchange Offer open for at least 20 Business Days in accordance with Regulation 14E promulgated by the Commission under the Exchange Act and (iii) exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn promptly following the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been “completed” only (Ai) if the debt securities and related guarantees received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the states States of the United States of America, America and (Bii) upon the earlier to occur of (1) the Company having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (2) the Company having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 and not more than 30 Business Days following the commencement of the Exchange Offer. The Company and the Guarantors agree (Ix) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (IIy) to keep such Exchange Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections Subsections 6(a), (bc), (cd) and (d) hereof. The obligations of the Company and the Guarantors set forth in this Section 2(a) shall cease on the date on which the Securities become Freely Tradablee).

Registration Under the Securities Act. (a) Subject to the last sentence of this Except as set forth in Section 2(a), if the Securities have not become Freely Tradable on or before the Free Trade Date2(b) below, the Company Issuer and the Guarantors agree to use all their respective commercially reasonable efforts to (i) file under the Securities Act a registration statement relating to an offer to exchange (such registration statement, the “Exchange Offer Registration Statement,” ”, and such offer, the “Exchange Offer”) any and all of the Securities for a like aggregate principal amount of debt securities issued by the Company Issuer and guaranteed by the Guarantors, which debt securities and guarantees are substantially identical to the Securities and the related Guarantees, respectively (and are entitled to the benefits of a trust indenture that is substantially identical to the Indenture or is the Indenture and that has been qualified under the Trust Indenture ActIndenture), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest Special Interest contemplated in Section 2(b2(c) below (such new debt securities are hereinafter called “Exchange Securities”), . The Issuer and the Guarantors agree to use their respective commercially reasonable efforts to (iii) cause the Exchange Offer Registration Statement to be declared effective or to become effective under the Securities Act, Act and (iiiii) commence complete the Exchange Offer promptly after such Exchange Registration Statement has become effective, (iv) hold the Exchange Offer open for at least 20 Business Days (or longer if required by applicable law) no later than 365 days after the date that notice of the Exchange Offer is mailed to holders of the Securities, (v) exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer and (vi) consummate the Exchange Offer on the earliest practicable date after the Exchange Registration Statement has become effective, but in no event later than 30 Business Days thereafter (such 30th Business Day being the “Consummation Closing Date”). The Exchange Offer will shall be registered under the Securities Act on the appropriate form and will shall comply with all applicable tender offer rules and regulations under the Exchange Act. Unless the Exchange Offer would not be permitted by applicable law or Commission policy, the Issuer further agrees to use its commercially reasonable efforts to (i) commence the Exchange Offer promptly following the Effective Time of such Exchange Offer Registration Statement, (ii) hold the Exchange Offer open for at least 20 Business Days in accordance with Regulation 14E promulgated by the Commission under the Exchange Act, or longer if required by the federal securities laws and (iii) issue on or prior to 30 Business Days, or longer if required by the federal securities laws, after the date on which the Exchange Offer Registration Statement was declared effective by the Commission, Exchange Securities in exchange for the Registrable Securities tendered prior thereto in the Exchange Offer. The Exchange Offer will be deemed to have been “completed” only (Ai) if the debt securities and related guarantees received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the states States of the United States of America, America and (Bii) upon the earlier to occur of (1) the Company having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (2) the Company Issuer having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 Business Days following the commencement of the Exchange Offer. The Company and the Guarantors agree Issuer agrees (Ix) to include in the Exchange Offer Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (IIy) to keep such Exchange Offer Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th 120th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Offer Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections Subsections 6(a), (bc), (cd) and (d) hereof. The obligations of the Company and the Guarantors set forth in this Section 2(a) shall cease on the date on which the Securities become Freely Tradablee).

Registration Under the Securities Act. (a) Subject to the last sentence of this Except as set forth in Section 2(a), if the Securities have not become Freely Tradable on or before the Free Trade Date2(b) below, the Company and the Guarantors agree Issues agrees to use all commercially reasonable efforts to (i) file under the Securities Act on or prior to 180 days after the Closing Date, a registration statement on Form F-10 (which shall include a Canadian Prospectus in the form of a base shelf prospectus contemplated by National Instrument 44-102 - Shelf Distributions (“National Instrument 44-102”) or a short form prospectus or other appropriate form, prepared and filed with the OSC) relating to an offer to exchange (such registration statement, the “Exchange Registration Statement,” ”, and such offer, the “Exchange Offer”) any and all of the Securities for a like aggregate principal amount of debt securities issued by the Company and guaranteed by the GuarantorsIssuer, which debt securities and guarantees are substantially identical to the applicable Securities and the related Guarantees, respectively (and are entitled to the benefits of a trust indenture that which is substantially identical to the Indenture or is the Indenture and that which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest contemplated in Section 2(b2(c) below (such new debt securities are hereinafter called “Exchange Securities”), (ii) . The Exchange Securities will be issued as evidence of the same continuing indebtedness of the Issuer and will not constitute the creation of new indebtedness. The Issuer agrees to use its commercially reasonable efforts to cause the Exchange Registration Statement to become effective under the Securities ActAct on or prior to 270 days after the Closing Date. Notwithstanding the foregoing, (iii) if the Issuer is not then eligible to file the Exchange Registration Statement or the filing of an Exchange Registration Statement is prohibited by any applicable law or applicable interpretation of the staff of the Commission or the OSC, the Issuer shall then, to the extent not prohibited by applicable law or applicable interpretation of the staff of the Commission or the OSC, prepare and file an Exchange Registration Statement on Form F-4 or another appropriate form permitting registration of the Transfer Restricted Securities under the Securities Act and in accordance with the methods of distribution elected by the holders and set forth in the Exchange Registration Statement. The Issuer further agrees to use its commercially reasonable efforts to commence and complete the Exchange Offer promptly on or prior to 60 business days after such Exchange Registration Statement registration statement has become effective, (iv) hold the Exchange Offer open for at least not less than 20 Business Days (or longer if required by applicable law) after the date that notice of the Exchange Offer is mailed to holders of the Securities, (v) business days and exchange Exchange Securities for all Registrable Transfer Restricted Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer and (vi) consummate the Exchange Offer on the earliest practicable date after the Exchange Registration Statement has become effective, but in no event later than 30 Business Days thereafter (such 30th Business Day being the “Consummation Date”). The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange ActOffer. The Exchange Offer will be deemed to have been “completed” only (A) if the debt securities and related guarantees Exchange Securities received by holders other than Restricted Holders in the Exchange Offer for Registrable Transfer Restricted Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the states States of the United States of America, and (B) States. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (1i) the Company Issuer having exchanged the Exchange Securities for all outstanding Registrable Transfer Restricted Securities pursuant to the Exchange Offer and (2ii) the Company Issuer having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Transfer Restricted Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least not less than 20 Business Days business days following the commencement of the Exchange Offer. The Company and the Guarantors agree Issuer agrees (Ix) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer that has acquired such Transfer Restricted Securities for its own account as a result of market-making activities or other trading activities and not directly from the Issuer, and (IIy) to keep such Exchange Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Transfer Restricted Securities, other than Transfer Restricted Securities acquired from the Issuer. With respect to such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (bc), (cd) and (de) hereof. The obligations of the Company and the Guarantors set forth in this Section 2(a) shall cease on the date on which the Securities become Freely Tradable.

Registration Under the Securities Act. (a) Subject to the last sentence of this Except as set forth in Section 2(a), if the Securities have not become Freely Tradable on or before the Free Trade Date2(b) below, the Company and the Guarantors agree to that they shall use all commercially their reasonable efforts to (i) file under the Securities Act Act, as soon as practicable, but no later than ninety (90) days after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the “Exchange Registration Statement,” and such offer, the “Exchange Offer”) any and all of the Transfer Restricted Securities for a like aggregate principal amount of debt securities issued by the Company and fully and unconditionally guaranteed by each of the Guarantors, which debt securities and guarantees are substantially identical to the Securities and the related Guarantees, respectively (and are entitled to the benefits of a trust indenture that which is substantially identical to the Indenture or is the Indenture and that which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest contemplated in Section 2(b2(c) below (such new debt securities are hereinafter called “Exchange Securities”), (ii) . The Company and the Guarantors agree that they shall use their reasonable efforts to cause the Exchange Registration Statement to become effective under the Securities ActAct as soon as practicable, (iii) commence the Exchange Offer promptly after such Exchange Registration Statement has become effective, (iv) hold the Exchange Offer open for at least 20 Business Days (or longer if required by applicable law) but no later than 180 days after the date that notice of the Exchange Offer is mailed to holders of the Securities, (v) exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer and (vi) consummate the Exchange Offer on the earliest practicable date after the Exchange Registration Statement has become effective, but in no event later than 30 Business Days thereafter (such 30th Business Day being the “Consummation Closing Date”). The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Company and the Guarantors further agree that the Company shall use its reasonable efforts to commence and consummate the Exchange Offer promptly, but no later than two hundred and fifteen (215) days after the Closing Date, hold the Exchange Offer open for at least thirty (30) days (or longer if required by applicable law) and exchange Exchange Securities for all Transfer Restricted Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been “completedconsummated” only (A) if the debt securities and related guarantees received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the need for further compliance with Section 5 of the Securities Act and the Exchange Act (except for the requirement to deliver a prospectus included in the Exchange Offer Registration Statement applicable to resales by broker-dealers of Exchange Securities received by such broker-dealer pursuant to the Exchange Offer in exchange for Transfer Restricted Securities other than those acquired by the broker-dealer directly from the Company) and without material restrictions under the blue sky or securities laws of a substantial majority of the states States of the United States of America, and (B) . The Exchange Offer shall be deemed to have been consummated upon the earlier to occur of (1i) the Company and the Guarantors having exchanged the Exchange Securities for all outstanding Registrable Transfer Restricted Securities pursuant to the Exchange Offer and (2ii) the Company and the Guarantors having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Transfer Restricted Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 Business Days thirty (30) days following the commencement of the Exchange Offer. The If the Company is notified prior to the completion of the Exchange Offer by a broker-dealer that is a holder of Transfer Restricted Securities (other than Transfer Restricted Securities received by the broker-dealer directly from the Company), the Company and the Guarantors agree (Ix) to include in the Exchange Registration Statement a prospectus for use in connection with any resales of Exchange Securities by any holder of Exchange Securities thereof that is a broker-dealer, other than resales of Exchange Securities received by a broker-dealer pursuant to the Exchange Offer in exchange for Transfer Restricted Securities acquired by the broker-dealer directly from the Company, and (IIy) to keep such Exchange Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of (1) the expiration of the 180th day after the Exchange Offer has been completed consummated (if the Exchange Offer Registration Statement shall be suspended from use during such 180-day period, such date shall be extended by the number of days in the period from and including the date of the giving of notice of such suspension to and including the date when the Company and the Guarantors shall have made available to participating broker-dealers copies of the supplemented or amended prospectus necessary to resume dispositions by such participating broker-dealers) and (2) such time as such broker-dealers no longer own any Registrable Transfer Restricted Securities. With respect to such Exchange Registration Statement, such holders each broker-dealer that holds Exchange Securities received in the Exchange Offer in exchange for Transfer Restricted Securities not acquired by it directly from the Company shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (bc), (cd) and (de) hereof. The obligations of the Company and the Guarantors set forth in this Section 2(a) shall cease on the date on which the Securities become Freely Tradable.

Registration Under the Securities Act. (a) Subject to the last sentence of this Except as set forth in Section 2(a), if the Securities have not become Freely Tradable on or before the Free Trade Date2(b) below, the Company and the Guarantors agree to use all commercially reasonable efforts to (i) file under the Securities Act Act, no later than 180 days after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the “Exchange Offer Registration Statement,” ”, and such offer, the “Exchange Offer”) any and all of the Securities for a like aggregate principal amount of debt securities issued by the Company and guaranteed by the Guarantors, which debt securities and guarantees are substantially identical to the Securities and the related Guarantees, respectively (and are entitled to the benefits of a trust indenture that is substantially identical to the Indenture or is the Indenture and that has been qualified under the Trust Indenture ActIndenture), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest Special Interest contemplated in Section 2(b2(c) below (such new debt securities are hereinafter called “Exchange Securities”), (ii) . The Company and the Guarantors agree to use all commercially reasonable efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act, (iii) commence the Exchange Offer promptly after such Exchange Registration Statement has become effective, (iv) hold the Exchange Offer open for at least 20 Business Days (or longer if required by applicable law) Act no later than 270 days after the date that notice of the Exchange Offer is mailed to holders of the Securities, Closing Date (v) exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer and (vi) consummate the Exchange Offer on the earliest practicable date after the Exchange Registration Statement has become effective, but in no event later than 30 Business Days thereafter (such 30th Business Day being the “Consummation Effectiveness Target Date”). The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Exchange Offer will be deemed to have been “completed” only (A) if the debt securities and related guarantees received by holders other than Restricted Holders in Unless the Exchange Offer would not be permitted by applicable law or Commission policy, the Company further agrees to use all commercially reasonable efforts to (i) commence the Exchange Offer promptly (but no later than 10 Business Days) following the Effective Time of such Exchange Offer Registration Statement, (ii) hold the Exchange Offer open for Registrable Securities are, upon receipt, transferable at least 20 Business Days in accordance with Regulation 14E promulgated by each such holder without restriction the Commission under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the states of the United States of America, and (Biii) upon the earlier to occur of (1) the Company having exchanged the exchange Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (2) the Company having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Eligible Securities that have been properly tendered and not withdrawn before promptly following the expiration of the Exchange Offer, which shall be on a date that is at least 20 Business Days following the commencement of the Exchange Offer. The Company and the Guarantors agree (Ix) to include in the Exchange Offer Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (IIy) except as provided in the following sentence, to keep such Exchange Offer Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Eligible Securities; provided, that such time shall be extended for the amount of time during any Exchange Offer Suspension Period. With respect Notwithstanding anything to such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (b), (c) and (d) hereof. The obligations of the Company and the Guarantors set forth contrary in this Section 2(a), upon notice to broker-dealers that hold Eligible Securities, after the Exchange Offer has been completed the Company may suspend the use or the effectiveness of such Exchange Offer Registration Statement for up to 45 consecutive days and up to 90 days in the aggregate (an “Exchange Offer Suspension Period”) if the Board of Directors of the Company determines that (i) such action is required by applicable law or (ii) such action is taken by the Company in good faith and for valid business reasons (not including avoidance of the Company’s obligations hereunder) as determined by the board of directors of the Company or an authorized committee thereof, including the acquisition or divestiture of assets; provided, that the Company shall cease on promptly notify the date on which broker-dealers holding Eligible Securities when the Exchange Offer Registration Statement may once again be used or is effective. The broker-dealers holding Eligible Securities become Freely Tradableagree not to offer or sell any Eligible Securities pursuant to such Exchange Offer Registration Statement during the Exchange Offer Suspension Period.