Common use of Registration Under the Securities Act Clause in Contracts

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Company and the Guarantors agree to file under the Securities Act a registration statement on an appropriate form relating to an offer to exchange (such registration statement, the “Exchange Registration Statement”, and such offer, the “Exchange Offer”) any and all of the Notes 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 Notes and the Guarantees (and are entitled to the benefits of a trust indenture which is substantially identical to the Indenture or is the Indenture and 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(c) below (such new debt securities, together with such guarantees, hereinafter called “Exchange Securities”). The Exchange Securities will be issued as evidence of the same continuing indebtedness of the Company and will not constitute the creation of new indebtedness. 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 on or prior to 360 days after the Closing Date. The Company and the Guarantors further agree to use their commercially reasonable efforts to commence and complete the Exchange Offer on or prior to 30 business days after such registration statement has become effective, hold the Exchange Offer open for not less than 20 business days and exchange Exchange Securities for all Transfer Restricted Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer.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 “completed” only if the Exchange Securities received by holders other than Restricted Holders in the Exchange Offer for 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 blue sky or securities laws of a substantial majority of the States of the United States. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Company having exchanged the Exchange Securities for all outstanding Transfer Restricted Securities pursuant to the Exchange Offer and (ii) the Company having exchanged, pursuant to the Exchange Offer, Exchange Securities for all 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 not less than 20 business days following the commencement of the Exchange Offer. The Company and the Guarantors agree (x) 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 an Issuer, and (y) 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 Transfer Restricted Securities, other than Transfer Restricted Securities acquired from the Company. 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), (c), (d) and (e) hereof. (b) If (i) on or prior to the time the Exchange Offer is completed, existing Commission interpretations are changed such that the debt securities received by holders other than Restricted Holders in the Exchange Offer for Transfer Restricted Securities are not or would not be, upon receipt, transferable by each such holder without restriction under the Securities Act, (ii) the Exchange Offer has not been completed within the applicable time period set forth in section 2(a) hereof or (iii) the Exchange Offer is not available to any holder of the Securities in the United States (other than Restricted Holders), the Company and the Guarantors shall, in lieu of (or, in the case of clause (iii), in addition to) conducting the Exchange Offer contemplated by Section 2(a), use their commercially reasonable efforts to file with the Commission, a “shelf” registration statement on an appropriate form providing for the registration of, and the sale on a continuous or delayed basis by the holders of, all of the Transfer Restricted 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”). The Company and the Guarantors agree to use their commercially reasonable efforts (x) to cause the Shelf Registration Statement to become or be declared effective on or prior to 360 days after the Closing Date and to keep such Shelf Registration Statement continuously effective for a period ending on the earlier of the first anniversary of the Effective Time or such time as there are no longer any Transfer Restricted 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 Transfer Restricted Securities unless such holder is an Electing Holder, and (y) after the Effective Time of the Shelf Registration Statement, promptly upon the request of any holder of Transfer Restricted Securities that is not then an Electing Holder, to take any action reasonably necessary to enable such holder to use the prospectus forming a part thereof for resales of Transfer Restricted 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 signed Notice and Questionnaire to the Company and the Guarantors in accordance with Section 3(b)(iii) hereof. The Company and the Guarantors further agree to supplement or make amendments to the Shelf Registration Statement, as and when required by the rules, regulations or instructions applicable to the registration form used by the Company and the Guarantors for such Shelf Registration Statement or by the Securities Act or rules and regulations thereunder for shelf registration, and the Company and the Guarantors agree to furnish to each Electing Holder copies of any such supplement or amendment prior to its being used or promptly following its filing with the Commission. (c) In the event that (i) the Exchange Registration Statement or Shelf Registration Statement has not become effective or been declared effective by the Commission on or prior to the date on which such registration statement is required to become or be declared effective pursuant to Section 2(a) or 2(b), respectively, or (ii) the Exchange Offer has not been completed within 30 business days after the initial effective date of the Exchange Registration Statement relating to the Exchange Offer (if the Exchange Offer is then required to be made), or (iii) any Exchange Registration Statement or Shelf Registration Statement required by Section 2(a) or 2(b) hereof is filed and declared effective but thereafter ceases to be effective or usable in connection with resales of Transfer Restricted Securities during the time periods specified herein, or (iv) the Company and the Guarantors require holders to refrain from disposing of their Securities or Exchange Securities under the circumstances described in Section 3(g) and that suspension period exceeds 60 days in one instance or 90 days in the aggregate during any consecutive 12-month period (each such event referred to in clauses (i) through (iv), a “Registration Default” and each period during which a Registration Default has occurred and is continuing, a “Registration Default Period”), then, as the sole remedy for such Registration Default, additional interest (“Additional Interest”), in addition to the Base Interest, shall accrue on the Notes that are Transfer Restricted Securities at a per annum rate of 0.25% with respect to the first 90-day period immediately following the occurrence of the first Registration Default. The amount of the Additional Interest will increase by an additional per annum rate of 0.25% with respect to each subsequent 90 day Registration Default Period until all Registration Defaults have been cured, up to a maximum per annum rate of 0.50% for all Registration Defaults. Following the cure of all Registration Defaults, the accrual of Additional Interest will cease. The Company and the Guarantors shall pay all Additional Interest, if any, in the manner and on the dates specified in the Indenture. (d) The Company and the Guarantors shall use their commercially reasonable efforts to take all actions necessary or advisable to be taken by them to ensure that the transactions contemplated herein are effected as so contemplated. Such actions may include amending and supplementing the prospectus and amending the Exchange Registration Statement or Shelf Registration Statement if required by the rules, regulations or instructions applicable to the registration form used by the Company and the Guarantors for such Exchange Registration Statement or Shelf Registration Statement. (e) Any reference herein to a registration statement as of any time shall be deemed to include any document incorporated, or deemed to be incorporated, therein by reference as of such time and any reference herein to any post-effective amendment to a registration statement as of any time shall be deemed to include any document incorporated, or deemed to be incorporated, therein by reference as of such time. (f) The Company and the Guarantors will (i) cause any Exchange Registration Statement and Shelf Registration Statement and any amendment thereto and any prospectus forming part thereof and any supplement thereto to comply in all material respects with the Securities Act and the rules and regulations thereunder, (ii) cause any Exchange Registration Statement and Shelf Registration Statement and any amendment thereto, when it becomes effective, not to contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any prospectus forming part of any Exchange Registration Statement or Shelf Registration Statement, and any supplement to such prospectus, not to include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Company and the Guarantors Issuers agree to file under the Securities Act Act, as soon as practicable, but no later than 120 days after the Closing Date, a registration statement on an appropriate form 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 Notes for a like aggregate principal amount of debt securities notes issued by the Company and guaranteed by the Guarantors Issuers, which debt securities and guarantees notes are substantially identical in all material respects to the Notes and the Guarantees (and are entitled to the benefits of a trust indenture which is substantially has terms identical in all material respects to the Indenture or is the Indenture and 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(c) below (such new debt securities, together with such guarantees, notes hereinafter called “"Exchange Securities”Notes"). The Exchange Securities will be issued as evidence of the same continuing indebtedness of the Company and will not constitute the creation of new indebtedness. The Company and the Guarantors Issuers agree to use their respective commercially reasonable best efforts to cause the Exchange Offer Registration Statement to become or be declared effective under the Securities Act on or prior to 360 as soon as practicable, but no later than 180 days after the Closing Date. The Company 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 Guarantors Exchange Act. The Issuers further agree to use their commercially reasonable best efforts to commence and complete the Exchange Offer on or prior to promptly, but no later than 30 business days or longer, if required by the federal securities laws, after such registration statement has become effective, hold the Exchange Offer open for not less than 20 business at least 30 days and exchange Exchange Securities Notes for all Transfer Restricted 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 if the Exchange Securities Notes received by holders holders, other than Restricted Holders Holders, in the Exchange Offer in exchange for Transfer Restricted 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 StatesStates of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Company Issuers having exchanged the Exchange Securities Notes for all outstanding Transfer Restricted Registrable Securities pursuant to the Exchange Offer and (ii) the Company Issuers having exchanged, pursuant to the Exchange Offer, Exchange Securities Notes for all Transfer Restricted 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 not less than 20 at least 30 business days following the commencement of the Exchange Offer. The Company and the Guarantors Issuers agree (x) 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 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 an Issuer, and (y) to use commercially reasonable efforts 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 Transfer Restricted Registrable Securities, other than Transfer Restricted Securities acquired from the Company. 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), (c), (d) and (e) hereof. (b) If (i) on or prior to the time the Exchange Offer is completed, completed existing law or Commission policy or interpretations are changed such that the debt securities Exchange Notes received by holders holders, other than Restricted Holders Holders, in the Exchange Offer in exchange for Transfer Restricted Registrable Securities are not or would not be, upon receipt, transferable by each such holder without restriction under the Securities Act, (ii) the Exchange Offer has not been completed within 210 days following the applicable time period set forth in section 2(a) hereof Closing Date or (iii) the Exchange Offer is not available to any holder of the Securities in the United States (other than Restricted Holders)Notes, the Company and the Guarantors Issuers shall, in lieu of (or, in the case of clause (iii), in addition to) conducting the Exchange Offer contemplated by Section 2(a), use their commercially reasonable efforts file under the Securities Act on or prior to 30 business days after the time such obligation to file with the Commissionarises, a “"shelf” " registration statement on an appropriate form providing for the registration of, and the sale on a continuous or delayed basis by the holders of, all of the Transfer Restricted 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”"). The Company and the Guarantors Issuers agree to use their commercially reasonable best efforts (x) to cause the Shelf Registration Statement to become or be declared effective on or prior to 360 by the Commission no later than 90 days after the Closing Date such obligation to file arises and to keep such Shelf Registration Statement continuously effective for a period ending on the earlier of (i) the first second anniversary of the Effective Time or (ii) such time as there are no longer any Transfer Restricted 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 Transfer Restricted Registrable Securities unless such holder is an Electing Holder, and (y) after the Effective Time of the Shelf Registration Statement, promptly upon the request of any holder of Transfer Restricted Registrable Securities that is not then an Electing Holder, to take any action reasonably necessary to enable such holder to use the prospectus forming a part thereof for resales of Transfer Restricted 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 signed Notice and Questionnaire to the Company and the Guarantors Issuers in accordance with Section 3(b)(iii3(d)(iii) hereof. The Company and the Guarantors Issuers further agree to supplement or make amendments to the Shelf Registration Statement, as and when required by the rules, regulations or instructions applicable to the registration form used by the Company and the Guarantors Issuers for such Shelf Registration Statement or by the Securities Act or rules and regulations thereunder for shelf registration, and the Company and the Guarantors Issuers agree to furnish to each Electing Holder copies of any such supplement or amendment prior to its being used or promptly following its filing with the Commission. (c) In the event that (i) the Issuers have not filed the Exchange Offer Registration Statement or Shelf Registration Statement on or before the date on which such registration statement is required to be filed pursuant to Section 2(a) or 2(b), respectively, or (ii) such Exchange Offer Registration Statement or Shelf Registration Statement has not become effective or been declared effective by the Commission on or prior to before the date on which such registration statement is required to become or be declared effective pursuant to Section 2(a) or 2(b), respectively, or (iiiii) the Exchange Offer has not been completed within 30 business days after the initial effective date of the Exchange Offer Registration Statement relating to the Exchange Offer (if the Exchange Offer is then required to be made), ) or (iiiiv) any Exchange Offer Registration Statement or Shelf Registration Statement required by Section 2(a) or 2(b) hereof is filed and becomes or is declared effective but shall thereafter ceases either be withdrawn by the Issuers or shall become subject to be an effective or usable in connection with resales stop order issued pursuant to Section 8(d) of Transfer Restricted the Securities during Act suspending the time periods specified effectiveness of such registration statement (except as specifically permitted herein, or (iv) the Company without being succeeded immediately by an additional registration statement filed and the Guarantors require holders to refrain from disposing of their Securities or Exchange Securities under the circumstances described in Section 3(g) and that suspension period exceeds 60 days in one instance or 90 days in the aggregate during any consecutive 12-month period declared effective (each such event referred to in clauses (i) through (iv), a “"Registration Default” " and each period during which a Registration Default has occurred and is continuing, a “"Registration Default Period”"), then, as the sole remedy liquidated damages for such Registration Default, additional subject to the provisions of Section 9(b), special interest (“Additional "Special Interest”"), in addition to the Base Interest, shall accrue on the aggregate principal amount of the outstanding Notes that are Transfer Restricted Securities at a per annum rate of 0.25% with respect to for the first 90-day period immediately following the occurrence 90 days of the first Registration Default. The amount of the Additional Interest will increase by an additional per annum rate of 0.25% with respect to each subsequent 90 day Registration Default Period until all Registration Defaults have been curedPeriod, up to at a maximum per annum rate of 0.50% for all the second 90 days of the Registration DefaultsDefault Period, at a per annum rate of 0.75% for the third 90 days of the Registration Default Period and at a per annum rate of 1.0% thereafter for the remaining portion of the Registration Default Period. Following All accrued Special Interest shall be paid in cash by the cure of all Registration Defaults, Issuers on each Interest Payment Date (as defined in the accrual of Additional Interest will ceaseIndenture). The Company Notwithstanding the foregoing and anything in this Agreement to the Guarantors shall pay all Additional Interest, if anycontrary, in the manner case of an event referred to in clause (ii) above, a "Registration Default" shall be deemed not to have occurred so long as the Issuers, in their sole reasonable judgment, are using and on continuing to use their reasonable best efforts to cause such Exchange Offer Registration Statement or Shelf Registration Statement, as the dates specified in the Indenturecase may be, to become or be declared effective. (d) The Company and the Guarantors Issuers shall use their commercially reasonable best efforts to take all actions necessary or advisable to be taken by them to ensure that the transactions contemplated herein are effected as so contemplated. Such actions may include amending and supplementing the prospectus and amending the Exchange Registration Statement contemplated in Section 2(a) or Shelf Registration Statement if required by the rules, regulations or instructions applicable to the registration form used by the Company and the Guarantors for such Exchange Registration Statement or Shelf Registration Statement2(b) hereof. (e) Any reference herein to a registration statement as of any time shall be deemed to include any document incorporated, or deemed to be incorporated, therein by reference as of such time and any reference herein to any post-effective amendment to a registration statement as of any time shall be deemed to include any document incorporated, or deemed to be incorporated, therein by reference as of such time. (f) The Company and the Guarantors will (i) cause any Exchange Registration Statement and Shelf Registration Statement and any amendment thereto and any prospectus forming part thereof and any supplement thereto to comply in all material respects with the Securities Act and the rules and regulations thereunder, (ii) cause any Exchange Registration Statement and Shelf Registration Statement and any amendment thereto, when it becomes effective, not to contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any prospectus forming part of any Exchange Registration Statement or Shelf Registration Statement, and any supplement to such prospectus, not to include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Company and the Guarantors Issuers agree to file under the Securities Act Act, as soon as practicable, but no later than 120 days after the Closing Date, a registration statement on an appropriate form 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 Notes for a like aggregate principal amount of debt securities notes issued by the Company and guaranteed by the Guarantors Issuers, which debt securities and guarantees notes are substantially identical in all material respects to the Notes and the Guarantees (and are entitled to the benefits of a trust indenture which is substantially has terms identical in all material respects to the Indenture or is the Indenture and 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(c) below (such new debt securities, together with such guarantees, notes hereinafter called “"Exchange Securities”Notes"). The Exchange Securities will be issued as evidence of the same continuing indebtedness of the Company and will not constitute the creation of new indebtedness. The Company and the Guarantors Issuers agree to use their respective commercially reasonable best efforts to cause the Exchange Offer Registration Statement to become or be declared effective under the Securities Act on or prior to 360 as soon as practicable, but no later than 180 days after the Closing Date. The Company 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 Guarantors Exchange Act. The Issuers further agree to use their commercially reasonable best efforts to commence and complete the Exchange Offer on or prior to promptly, but no later than 30 business days or longer, if required by the federal securities laws, after such registration statement has become effective, hold the Exchange Offer open for not less than 20 business at least 30 days and exchange Exchange Securities Notes for all Transfer Restricted 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 if the Exchange Securities Notes received by holders holders, other than Restricted Holders Holders, in the Exchange Offer in exchange for Transfer Restricted 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 StatesStates of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Company Issuers having exchanged the Exchange Securities Notes for all outstanding Transfer Restricted Registrable Securities pursuant to the Exchange Offer and (ii) the Company Issuers having exchanged, pursuant to the Exchange Offer, Exchange Securities Notes for all Transfer Restricted 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 not less than 20 at least 30 business days following the commencement of the Exchange Offer. The Company and the Guarantors Issuers agree (x) 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 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 an Issuer, and (y) to use commercially reasonable efforts 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 Transfer Restricted Registrable Securities, other than Transfer Restricted Securities acquired from the Company. 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), (c), (d) and (e) hereof. (b) If (i) on or prior to the time the Exchange Offer is completed, completed existing law or Commission policy or interpretations are changed such that the debt securities Exchange Notes received by holders holders, other than Restricted Holders Holders, in the Exchange Offer in exchange for Transfer Restricted Registrable Securities are not or would not be, upon receipt, transferable by each such holder without restriction under the Securities Act, (ii) the Exchange Offer has not been completed within 210 days following the applicable time period set forth in section 2(a) hereof Closing Date or (iii) the Exchange Offer is not available to any holder of the Securities in the United States (other than Restricted Holders)Notes, the Company and the Guarantors Issuers shall, in lieu of (or, in the case of clause (iii), in addition to) conducting the Exchange Offer contemplated by Section 2(a), use their commercially reasonable efforts file under the Securities Act on or prior to 30 business days after the time such obligation to file with the Commissionarises, a “"shelf” " registration statement on an appropriate form providing for the registration of, and the sale on a continuous or delayed basis by the holders of, all of the Transfer Restricted 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”"). The Company and the Guarantors Issuers agree to use their commercially reasonable best efforts (x) to cause the Shelf Registration Statement to become or be declared effective on or prior to 360 by the Commission no later than 90 days after the Closing Date such obligation to file arises and to keep such Shelf Registration Statement continuously effective for a period ending on the earlier of (i) the first second anniversary of the Effective Time or (ii) such time as there are no longer any Transfer Restricted 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 Transfer Restricted Registrable Securities unless such holder is an Electing Holder, and (y) after the Effective Time of the Shelf Registration Statement, promptly upon the request of any holder of Transfer Restricted Registrable Securities that is not then an Electing Holder, to take any action reasonably necessary to enable such holder to use the prospectus forming a part thereof for resales of Transfer Restricted 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 signed Notice and Questionnaire to the Company and the Guarantors Issuers in accordance with Section 3(b)(iii3(d)(iii) hereof. The Company and the Guarantors Issuers further agree to supplement or make amendments to the Shelf Registration Statement, as and when required by the rules, regulations or instructions applicable to the registration form used by the Company and the Guarantors Issuers for such Shelf Registration Statement or by the Securities Act or rules and regulations thereunder for shelf registration, and the Company and the Guarantors Issuers agree to furnish to each Electing Holder copies of any such supplement or amendment prior to its being used or promptly following its filing with the Commission. (c) In the event that (i) the Issuers have not filed the Exchange Offer Registration Statement or Shelf Registration Statement on or before the date on which such registration statement is required to be filed pursuant to Section 2(a) or 2(b), respectively, or (ii) such Exchange Offer Registration Statement or Shelf Registration Statement has not become effective or been declared effective by the Commission on or prior to before the date on which such registration statement is required to become or be declared effective pursuant to Section 2(a) or 2(b), respectively, or (iiiii) the Exchange Offer has not been completed within 30 business days after the initial effective date of the Exchange Offer Registration Statement relating to the Exchange Offer (if the Exchange Offer is then required to be made), ) or (iiiiv) any Exchange Offer Registration Statement or Shelf Registration Statement required by Section 2(a) or 2(b) hereof is filed and becomes or is declared effective but shall thereafter ceases either be withdrawn by the Issuers or shall become subject to be an effective or usable in connection with resales stop order issued pursuant to Section 8(d) of Transfer Restricted the Securities during Act suspending the time periods specified effectiveness of such registration statement (except as specifically permitted herein, or (iv) the Company without being succeeded immediately by an additional registration statement filed and the Guarantors require holders to refrain from disposing of their Securities or Exchange Securities under the circumstances described in Section 3(g) and that suspension period exceeds 60 days in one instance or 90 days in the aggregate during any consecutive 12-month period declared effective (each such event referred to in clauses (i) through (iv), a “"Registration Default” " and each period during which a Registration Default has occurred and is continuing, a “"Registration Default Period”"), then, as the sole remedy liquidated damages for such Registration Default, additional subject to the provisions of Section 9(b), special interest (“Additional "Special Interest”"), in addition to the Base Interest, shall accrue on the average Accreted Value (as defined in the Indenture) of the outstanding Notes that are Transfer Restricted Securities at a per annum rate of 0.25% with respect to for the first 90-day period immediately following the occurrence 90 days of the first Registration Default. The amount of the Additional Interest will increase by an additional per annum rate of 0.25% with respect to each subsequent 90 day Registration Default Period until all Registration Defaults have been curedPeriod, up to at a maximum per annum rate of 0.50% for all the second 90 days of the Registration DefaultsDefault Period, at a per annum rate of 0.75% for the third 90 days of the Registration Default Period and at a per annum rate of 1.0% thereafter for the remaining portion of the Registration Default Period. Following All accrued Special Interest shall be paid in cash by the cure of all Registration Defaults, Issuers on each Interest Payment Date (as defined in the accrual of Additional Interest will ceaseIndenture). The Company Notwithstanding the foregoing and anything in this Agreement to the Guarantors shall pay all Additional Interest, if anycontrary, in the manner case of an event referred to in clause (ii) above, a "Registration Default" shall be deemed not to have occurred so long as the Issuers, in their sole reasonable judgment, are using and on continuing to use their reasonable best efforts to cause such Exchange Offer Registration Statement or Shelf Registration Statement, as the dates specified in the Indenturecase may be, to become or be declared effective. (d) The Company and the Guarantors Issuers shall use their commercially reasonable best efforts to take all actions necessary or advisable to be taken by them to ensure that the transactions contemplated herein are effected as so contemplated. Such actions may include amending and supplementing the prospectus and amending the Exchange Registration Statement contemplated in Section 2(a) or Shelf Registration Statement if required by the rules, regulations or instructions applicable to the registration form used by the Company and the Guarantors for such Exchange Registration Statement or Shelf Registration Statement2(b) hereof. (e) Any reference herein to a registration statement as of any time shall be deemed to include any document incorporated, or deemed to be incorporated, therein by reference as of such time and any reference herein to any post-effective amendment to a registration statement as of any time shall be deemed to include any document incorporated, or deemed to be incorporated, therein by reference as of such time. (f) The Company and the Guarantors will (i) cause any Exchange Registration Statement and Shelf Registration Statement and any amendment thereto and any prospectus forming part thereof and any supplement thereto to comply in all material respects with the Securities Act and the rules and regulations thereunder, (ii) cause any Exchange Registration Statement and Shelf Registration Statement and any amendment thereto, when it becomes effective, not to contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any prospectus forming part of any Exchange Registration Statement or Shelf Registration Statement, and any supplement to such prospectus, not to include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) belowEXCHANGE OFFER REGISTRATION. To the extent not prohibited by any applicable law or applicable interpretation of the Staff of the Commission, the Company at its cost, shall (A) file with the Commission within 60 calendar days after the date hereof an Exchange Offer Registration Statement covering the offer by the Company to the Holders to exchange all of the Registrable Notes for Exchange Notes, (B) use its best efforts to cause such Exchange Offer Registration Statement to be declared effective by the Commission within 120 days after the date hereof, (C) use its best efforts to cause such Registration Statement to remain effective until the closing of the Exchange Offer and (D) consummate the Guarantors agree Exchange Offer within 150 days following the date hereof. The Exchange Notes will be issued under the Indentures. Upon the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to file enable each Holder (other than Participating Broker-Dealers (as defined in Section 4(f)) eligible and electing to exchange Registrable Notes for Exchange Notes (assuming that such Holder is not an affiliate of the Company within the meaning of Rule 405 under the Securities Act a registration statement on an appropriate form relating Act, acquires the Exchange Notes in the ordinary course of such Holder's business and has no arrangements or understandings with any Person to an offer participate in the Exchange Offer for the purpose of distributing the Exchange Notes) to exchange (trade such registration statement, the “Exchange Registration Statement”, Notes from and such offer, the “Exchange Offer”) after their receipt without any and all of the Notes 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 Notes and the Guarantees (and are entitled to the benefits of a trust indenture which is substantially identical to the Indenture limitations or is the Indenture and which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement restrictions under the Securities Act and do not contain provisions for without material restrictions under the additional interest contemplated in Section 2(csecurities laws of a substantial proportion of the several states of the United States. In connection with the Exchange Offer, the Company shall: (i) below (such new debt securitiesmail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with such guarantees, hereinafter called “Exchange Securities”). The Exchange Securities will be issued as evidence an appropriate letter of the same continuing indebtedness of the Company transmittal and will not constitute the creation of new indebtedness. 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 on or prior to 360 days after the Closing Date. The Company and the Guarantors further agree to use their commercially reasonable efforts to commence and complete the Exchange Offer on or prior to 30 business days after such registration statement has become effective, hold related documents; (ii) keep the Exchange Offer open for not less than 20 30 business days and exchange after the date notice thereof is mailed to the Holders (or longer if required by applicable law); (iii) use the services of the Depositary for the Exchange Securities for all Transfer Restricted Securities that have been properly Offer; (iv) permit Holders to withdraw tendered and not withdrawn on or Registrable Notes at any time prior to the expiration close of business, Eastern Standard Time, on the last business day on which the Exchange Offer shall remain open, by sending to the institution specified in the notice, a telegram, telex, facsimile transmission or letter setting forth the name of such Holder, the principal amount of Registrable Notes delivered for exchange, and a statement that such Holder is withdrawing his election to have such Initial Notes exchanged; and (v) otherwise comply in all respects with all applicable laws relating to the Exchange Offer. As soon as practicable after the close of the Exchange Offer. The Exchange Offer will be deemed , the Company shall: (i) accept for exchange Registrable Notes duly tendered and not validly withdrawn pursuant to have been “completed” only if the Exchange Securities received by holders other than Restricted Holders in the Exchange Offer for Transfer Restricted Securities are, upon receipt, transferable by each such holder without restriction under in accordance with the Securities Act terms of the Exchange Offer Registration Statement and the letter of transmittal which is an exhibit thereto; (ii) deliver, or cause to be delivered, to the Trustee for cancellation all Registrable Notes so accepted for exchange by the Company; and (iii) cause the Trustee promptly to authenticate and deliver Exchange Act and without material restrictions under blue sky or securities laws Notes to each Holder of a substantial majority Registrable Notes equal in amount to the Registrable Notes of such Holder so accepted for exchange. Interest on each Exchange Note will accrue from the States of last date on which interest was paid on the United StatesRegistrable Notes surrendered in exchange therefor or, if no interest has been paid on the Registrable Notes, from the date hereof. The Exchange Offer shall not be deemed subject to have been completed upon the earlier to occur of (i) the Company having exchanged the Exchange Securities for all outstanding Transfer Restricted Securities pursuant to the Exchange Offer and (ii) the Company having exchangedany conditions, pursuant to other than that the Exchange Offer, Exchange Securities for all Transfer Restricted Securities that have been properly tendered and or the making of any exchange by a Holder, does not withdrawn before the expiration violate applicable law or any applicable interpretation of the Staff of the Commission. Each Holder of Registrable Notes (other than Participating Broker-Dealers) who wishes to exchange such Registrable Notes for Exchange Offer, which Notes in the Exchange Offer shall be on a date have represented that (i) it is not less than 20 an affiliate (as defined in Rule 405 under the Securities Act) of the Company, (ii) any Exchange Notes to be received by it were acquired in the ordinary course of business days following and (iii) at the time of the commencement of the Exchange OfferOffer it has no arrangement with any person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Notes. The Company and shall inform the Guarantors agree (x) 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 an Issuer, and (y) 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 Initial Purchasers of the expiration names and addresses of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Transfer Restricted Securities, other than Transfer Restricted Securities acquired from the Company. With respect Holders to such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (c), (d) and (e) hereof. (b) If (i) on or prior to the time whom the Exchange Offer is completedmade, existing Commission interpretations are changed and the Initial Purchasers shall have the right to contact such that Holders and otherwise facilitate the debt securities received by holders other than Restricted Holders tender of Registrable Notes in the Exchange Offer for Transfer Restricted Securities are not or would not be, upon receipt, transferable by each such holder without restriction under the Securities Act, (ii) the Exchange Offer has not been completed within the applicable time period set forth in section 2(a) hereof or (iii) the Exchange Offer is not available to any holder of the Securities in the United States (other than Restricted Holders), the Company and the Guarantors shall, in lieu of (or, in the case of clause (iii), in addition to) conducting the Exchange Offer contemplated by Section 2(a), use their commercially reasonable efforts to file with the Commission, a “shelf” registration statement on an appropriate form providing for the registration of, and the sale on a continuous or delayed basis by the holders of, all of the Transfer Restricted 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”). The Company and the Guarantors agree to use their commercially reasonable efforts (x) to cause the Shelf Registration Statement to become or be declared effective on or prior to 360 days after the Closing Date and to keep such Shelf Registration Statement continuously effective for a period ending on the earlier of the first anniversary of the Effective Time or such time as there are no longer any Transfer Restricted 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 Transfer Restricted Securities unless such holder is an Electing Holder, and (y) after the Effective Time of the Shelf Registration Statement, promptly upon the request of any holder of Transfer Restricted Securities that is not then an Electing Holder, to take any action reasonably necessary to enable such holder to use the prospectus forming a part thereof for resales of Transfer Restricted 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 signed Notice and Questionnaire to the Company and the Guarantors in accordance with Section 3(b)(iii) hereof. The Company and the Guarantors further agree to supplement or make amendments to the Shelf Registration Statement, as and when required by the rules, regulations or instructions applicable to the registration form used by the Company and the Guarantors for such Shelf Registration Statement or by the Securities Act or rules and regulations thereunder for shelf registration, and the Company and the Guarantors agree to furnish to each Electing Holder copies of any such supplement or amendment prior to its being used or promptly following its filing with the CommissionOffer. (c) In the event that (i) the Exchange Registration Statement or Shelf Registration Statement has not become effective or been declared effective by the Commission on or prior to the date on which such registration statement is required to become or be declared effective pursuant to Section 2(a) or 2(b), respectively, or (ii) the Exchange Offer has not been completed within 30 business days after the initial effective date of the Exchange Registration Statement relating to the Exchange Offer (if the Exchange Offer is then required to be made), or (iii) any Exchange Registration Statement or Shelf Registration Statement required by Section 2(a) or 2(b) hereof is filed and declared effective but thereafter ceases to be effective or usable in connection with resales of Transfer Restricted Securities during the time periods specified herein, or (iv) the Company and the Guarantors require holders to refrain from disposing of their Securities or Exchange Securities under the circumstances described in Section 3(g) and that suspension period exceeds 60 days in one instance or 90 days in the aggregate during any consecutive 12-month period (each such event referred to in clauses (i) through (iv), a “Registration Default” and each period during which a Registration Default has occurred and is continuing, a “Registration Default Period”), then, as the sole remedy for such Registration Default, additional interest (“Additional Interest”), in addition to the Base Interest, shall accrue on the Notes that are Transfer Restricted Securities at a per annum rate of 0.25% with respect to the first 90-day period immediately following the occurrence of the first Registration Default. The amount of the Additional Interest will increase by an additional per annum rate of 0.25% with respect to each subsequent 90 day Registration Default Period until all Registration Defaults have been cured, up to a maximum per annum rate of 0.50% for all Registration Defaults. Following the cure of all Registration Defaults, the accrual of Additional Interest will cease. The Company and the Guarantors shall pay all Additional Interest, if any, in the manner and on the dates specified in the Indenture. (d) The Company and the Guarantors shall use their commercially reasonable efforts to take all actions necessary or advisable to be taken by them to ensure that the transactions contemplated herein are effected as so contemplated. Such actions may include amending and supplementing the prospectus and amending the Exchange Registration Statement or Shelf Registration Statement if required by the rules, regulations or instructions applicable to the registration form used by the Company and the Guarantors for such Exchange Registration Statement or Shelf Registration Statement. (e) Any reference herein to a registration statement as of any time shall be deemed to include any document incorporated, or deemed to be incorporated, therein by reference as of such time and any reference herein to any post-effective amendment to a registration statement as of any time shall be deemed to include any document incorporated, or deemed to be incorporated, therein by reference as of such time. (f) The Company and the Guarantors will (i) cause any Exchange Registration Statement and Shelf Registration Statement and any amendment thereto and any prospectus forming part thereof and any supplement thereto to comply in all material respects with the Securities Act and the rules and regulations thereunder, (ii) cause any Exchange Registration Statement and Shelf Registration Statement and any amendment thereto, when it becomes effective, not to contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any prospectus forming part of any Exchange Registration Statement or Shelf Registration Statement, and any supplement to such prospectus, not to include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Company and the Guarantors Issuers agree to file under the Securities Act Act, as soon as practicable, but no later than 120 days after the Closing Date, a registration statement on an appropriate form 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 Notes for a like aggregate principal amount of debt securities notes issued by the Company and guaranteed by the Guarantors Issuers, which debt securities and guarantees notes are substantially identical in all material respects to the Notes and the Guarantees (and are entitled to the benefits of a trust indenture which is substantially has terms identical in all material respects to the Indenture or is the Indenture and 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(c) below (such new debt securities, together with such guarantees, notes hereinafter called “"Exchange Securities”Notes"). The Exchange Securities will be issued as evidence of the same continuing indebtedness of the Company and will not constitute the creation of new indebtedness. The Company and the Guarantors Issuers agree to use their respective commercially reasonable best efforts to cause the Exchange Offer Registration Statement to become or be declared effective under the Securities Act on or prior to 360 as soon as practicable, but no later than 180 days after the Closing Date. The Company 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 Guarantors Exchange Act. The Issuers further agree to use their commercially reasonable best efforts to commence and complete the Exchange Offer on or prior to promptly, but no later than 30 business days or longer, if required by the federal securities laws, after such registration statement has become effective, hold the Exchange Offer open for not less than 20 business at least 30 days and exchange Exchange Securities Notes for all Transfer Restricted 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 if the Exchange Securities Notes received by holders holders, other than Restricted Holders Holders, in the Exchange Offer in exchange for Transfer Restricted 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 StatesStates of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Company Issuers having exchanged the Exchange Securities Notes for all outstanding Transfer Restricted Registrable Securities pursuant to the Exchange Offer and (ii) the Company Issuers having exchanged, pursuant to the Exchange Offer, Exchange Securities Notes for all Transfer Restricted 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 not less than 20 at least 30 business days following the commencement of the Exchange Offer. The Company and the Guarantors Issuers agree (x) 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 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 an Issuer, and (y) to use commercially reasonable efforts 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 Transfer Restricted Registrable Securities, other than Transfer Restricted Securities acquired from the Company. 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), (c), (d) and (e) hereof. (b) If (i) on or prior to the time the Exchange Offer is completed, completed existing law or Commission policy or interpretations are changed such that the debt securities Exchange Notes received by holders holders, other than Restricted Holders Holders, in the Exchange Offer in exchange for Transfer Restricted Registrable Securities are not or would not be, upon receipt, transferable by each such holder without restriction under the Securities Act, (ii) the Exchange Offer has not been completed within 210 days following the applicable time period set forth in section 2(a) hereof Closing Date or (iii) the Exchange Offer is not available to any holder of the Securities in the United States (other than Restricted Holders)Notes, the Company and the Guarantors Issuers shall, in lieu of (or, in the case of clause (iii), in addition to) conducting the Exchange Offer contemplated by Section 2(a), use their commercially reasonable efforts file under the Securities Act on or prior to 30 business days after the time such obligation to file with the Commissionarises, a “"shelf” " registration statement on an appropriate form providing for the registration of, and the sale on a continuous or delayed basis by the holders of, all of the Transfer Restricted 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”"). The Company and the Guarantors Issuers agree to use their commercially reasonable best efforts (x) to cause the Shelf Registration Statement to become or be declared effective on or prior to 360 by the Commission no later than 90 days after the Closing Date such obligation to file arises and to keep such Shelf Registration Statement continuously effective for a period ending on the earlier of (i) the first second anniversary of the Effective Time or (ii) such time as there are no longer any Transfer Restricted 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 Transfer Restricted Registrable Securities unless such holder is an Electing Holder, and (y) after the Effective Time of the Shelf Registration Statement, promptly upon the request of any holder of Transfer Restricted Registrable Securities that is not then an Electing Holder, to take any action reasonably necessary to enable such holder to use the prospectus forming a part thereof for resales of Transfer Restricted 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 signed Notice and Questionnaire to the Company and the Guarantors Issuers in accordance with Section 3(b)(iii3(d)(iii) hereof. The Company and the Guarantors Issuers further agree to supplement or make amendments to the Shelf Registration Statement, as and when required by the rules, regulations or instructions applicable to the registration form used by the Company and the Guarantors Issuers for such Shelf Registration Statement or by the Securities Act or rules and regulations thereunder for shelf registration, and the Company and the Guarantors Issuers agree to furnish to each Electing Holder copies of any such supplement or amendment prior to its being used or promptly following its filing with the Commission. (c) In the event that (i) the Issuers have not filed the Exchange Offer Registration Statement or Shelf Registration Statement on or before the date on which such registration statement is required to be filed pursuant to Section 2(a) or 2(b), respectively, or (ii) such Exchange Offer Registration Statement or Shelf Registration Statement has not become effective or been declared effective by the Commission on or prior to before the date on which such registration statement is required to become or be declared effective pursuant to Section 2(a) or 2(b), respectively, or (iiiii) the Exchange Offer has not been completed within 30 business days after the initial effective date of the Exchange Offer Registration Statement relating to the Exchange Offer (if the Exchange Offer is then required to be made), ) or (iiiiv) any Exchange Offer Registration Statement or Shelf Registration Statement required by Section 2(a) or 2(b) hereof is filed and becomes or is declared effective but shall thereafter ceases either be withdrawn by the Issuers or shall become subject to be an effective or usable in connection with resales stop order issued pursuant to Section 8(d) of Transfer Restricted the Securities during Act suspending the time periods specified effectiveness of such registration statement (except as specifically permitted herein, or (iv) the Company without being succeeded immediately by an additional registration statement filed and the Guarantors require holders to refrain from disposing of their Securities or Exchange Securities under the circumstances described in Section 3(g) and that suspension period exceeds 60 days in one instance or 90 days in the aggregate during any consecutive 12-month period declared effective (each such event referred to in clauses (i) through (iv), a “"Registration Default” " and each period during which a Registration Default has occurred and is continuing, a “"Registration Default Period”"), then, as the sole remedy liquidated damages for such Registration Default, additional subject to the provisions of Section 9(b), special interest (“Additional "Special Interest”"), in addition to the Base Interest, shall accrue on the aggregate principal amount of the outstanding Notes that are Transfer Restricted Securities at a per annum rate of 0.25% with respect to for the first 90-day period immediately following the occurrence 90 days of the first Registration Default. The amount of the Additional Interest will increase by an additional per annum rate of 0.25% with respect to each subsequent 90 day Registration Default Period until all Registration Defaults have been curedPeriod, up to at a maximum per annum rate of 0.50% for all the second 90 days of the Registration DefaultsDefault Period, at a per annum rate of 0.75% for the third 90 days of the Registration Default Period and at a per annum rate of 1.0% thereafter for the remaining portion of the Registration Default Period. Following All accrued Special Interest shall be paid in cash by the cure of all Registration Defaults, Issuers on each Interest Payment Date (as defined in the accrual of Additional Interest will ceaseIndenture). The Company Notwithstanding the foregoing and anything in this Agreement to the Guarantors shall pay all Additional Interest, if anycontrary, in the manner case of an event referred to in clause (ii) above, a "Registration Default" shall be deemed not to have occurred so long as the Issuers are, in their sole reasonable judgment, using and on continuing to use their reasonable best efforts to cause such Exchange Offer Registration Statement or Shelf Registration Statement, as the dates specified in the Indenturecase may be, to become or be declared effective. (d) The Company and the Guarantors Issuers shall use their commercially reasonable best efforts to take all actions necessary or advisable to be taken by them to ensure that the transactions contemplated herein are effected as so contemplated. Such actions may include amending and supplementing the prospectus and amending the Exchange Registration Statement contemplated in Section 2(a) or Shelf Registration Statement if required by the rules, regulations or instructions applicable to the registration form used by the Company and the Guarantors for such Exchange Registration Statement or Shelf Registration Statement2(b) hereof. (e) Any reference herein to a registration statement as of any time shall be deemed to include any document incorporated, or deemed to be incorporated, therein by reference as of such time and any reference herein to any post-effective amendment to a registration statement as of any time shall be deemed to include any document incorporated, or deemed to be incorporated, therein by reference as of such time. (f) The Company and the Guarantors will (i) cause any Exchange Registration Statement and Shelf Registration Statement and any amendment thereto and any prospectus forming part thereof and any supplement thereto to comply in all material respects with the Securities Act and the rules and regulations thereunder, (ii) cause any Exchange Registration Statement and Shelf Registration Statement and any amendment thereto, when it becomes effective, not to contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any prospectus forming part of any Exchange Registration Statement or Shelf Registration Statement, and any supplement to such prospectus, not to include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Company and the Guarantors agree agrees to use its commercially reasonable efforts to file under the Securities Act Act, on or prior to, but no later than 90 days after the Closing Date, a registration statement on an appropriate form 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 Notes Securities for a like aggregate principal amount of debt securities issued by the Company and guaranteed by the Guarantors Guarantors, which debt securities and guarantees are substantially identical to the Notes Securities and the Guarantees related Guarantees, respectively (and are entitled to the benefits of a trust indenture which is substantially identical to the Indenture or is the Indenture and 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 as contemplated in Section 2(c) below (such new debt securities, together with such guarantees, securities hereinafter called “"Exchange Securities”Notes"). The Exchange Securities will be issued as evidence of the same continuing indebtedness of the Company and will not constitute the creation of new indebtedness. The Company and the Guarantors agree agrees to use their respective its commercially reasonable efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act and to commence the Exchange Offer on or prior to 360 150 days after the Closing Date. The Company and the Guarantors shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to consummate the Exchange Offer; provided, however, that in no event shall such period be less than 30 business days. 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 agree agrees to use their its commercially reasonable efforts to commence and complete the Exchange Offer on or prior to 30 business 180 days after such registration statement has become effective, hold the Exchange Offer open for not less than 20 business days Closing Date and exchange Exchange Securities Notes 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 “"completed” " only if the Exchange Securities debt securities and related guarantees received by holders other than Restricted Holders in the Exchange Offer for 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 of the United StatesStates of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Company having exchanged the Exchange Securities Notes for all outstanding Transfer Restricted Securities pursuant to the Exchange Offer and (ii) the Company having exchanged, pursuant to the Exchange Offer, Exchange Securities Notes for all 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 not less than at least 20 business days following the commencement of the Exchange Offer. The Company and the Guarantors agree agrees (x) 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 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 an Issuer, and (y) to use commercially reasonable efforts 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-broker- dealers no longer own any Transfer Restricted Securities, other than Transfer Restricted Securities acquired from the Company. 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), (c), (d) and (e) hereof. (b) If (i) on or prior the Company is not (A) required to the time file the Exchange Offer is completed, existing Commission interpretations are changed such that the debt securities received by holders other than Restricted Holders in Registration Statement; or (B) permitted to consummate the Exchange Offer for Transfer Restricted Securities are not or would not be, upon receipt, transferable by each such holder without restriction under the Securities Act, (ii) the Exchange Offer has not been completed within the applicable time period set forth in section 2(a) hereof or (iii) because the Exchange Offer is not available to permitted by applicable law or Commission policy, (ii) any holder of Transfer Restricted Securities notifies the Securities Company prior to the 20th day following the consummation of the Exchange Offer that (X) it is prohibited by applicable law or Commission policy from participating in the United States Exchange Offer; or (other than Restricted Holders)Y ) that it may not resell the Exchange Notes acquired by it in the Exchange Offer to the public without delivering a prospectus and the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for resales; or (Z) that it is a broker-dealer and owns Securities acquired directly from the Company or an affiliate of the Company, the Company and the Guarantors shall, in lieu of (or, in the case of clause (iii), in addition to) conducting the Exchange Offer contemplated by Section 2(a), will use their commercially reasonable efforts to file with under the CommissionSecurities Act on or prior to 90 days after such filing obligation arises, a “"shelf” " registration statement on an appropriate form providing for the registration of, and the sale on a continuous or delayed basis by the holders of, all of the Transfer Restricted 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”"). The Company and the Guarantors agree agrees to use their its commercially reasonable efforts (x) to cause the Shelf Registration Statement to become or be declared effective on or prior to 360 180 days after the Closing Date such obligation arises and to keep such Shelf Registration Statement continuously effective for a period ending on the earlier of the first second anniversary of the Effective Time or such time as there are no longer any Transfer Restricted 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 Transfer Restricted Securities unless such holder is an Electing Holder, and (y) after the Effective Time of the Shelf Registration Statement, promptly upon the request of any holder of Transfer Restricted Securities that is not then an Electing Holder, to take any action reasonably necessary to enable such holder to use the prospectus forming a part thereof for resales of Transfer Restricted 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 Clause (y) shall relieve any such holder of the obligation to return a completed and signed Notice and Questionnaire to the Company and the Guarantors in accordance with Section 3(b)(iii3(d)(ii) hereof. The Company and the Guarantors further agree agrees to supplement or make amendments to the Shelf Registration Statement, as and when required by the rules, regulations or instructions applicable to the registration form used by the Company and the Guarantors for such Shelf Registration Statement or by the Securities Act or rules and regulations thereunder for shelf registrationAct, and the Company and the Guarantors agree 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 the Commission. (c) In the event that (i) the Company has not filed the Exchange Offer Registration Statement or Shelf Registration Statement on or before the date on which such registration statement is required to be filed pursuant to Section 2(a) or 2(b), respectively, or (ii) such Exchange Offer Registration Statement or Shelf Registration Statement has not become effective or been declared effective by the Commission on or prior to before the date on which such registration statement is required to become or be declared effective pursuant to Section 2(a) or 2(b), respectively, or (iiiii) the Exchange Offer has not been completed within 30 business 180 days after the initial effective date of the Exchange Registration Statement relating to the Exchange Offer (if the Exchange Offer is then required to be made), Closing Date or (iiiiv) any Exchange Offer Registration Statement or Shelf Registration Statement required by Section 2(a) or 2(b) hereof is filed and declared effective but thereafter ceases to be effective or usable useable in connection with resales re-sales of Transfer Restricted Securities during the time periods specified herein, or (iv) the Company and the Guarantors require holders to refrain from disposing of their Securities or Exchange Securities under the circumstances described in Section 3(g) and that suspension period exceeds 60 days in one instance or 90 days in the aggregate during any consecutive 12-month period herein (each such event referred to in clauses (i) through (iv), a “"Registration Default” " and each period during which a Registration Default has occurred and is continuing, a “"Registration Default Period”"), then, as the sole remedy liquidated damages for such Registration Default, additional interest subject to the provisions of Section 9(b), liquidated damages (“Additional Interest”"Liquidated Damages"), in addition to the Base Interest, shall accrue on in an amount equal to $.05 per week per $1,000 principal amount of Notes held by the Notes that are Transfer Restricted Securities at a per annum rate of 0.25% with respect to the first 90-day period immediately following the occurrence of the first Registration DefaultHolders. The amount of the Additional Interest Liquidated Damages will increase by an additional $.05 per annum rate week per $1,000 principal amount of 0.25% Securities with respect to each subsequent 90 90-day Registration Default Period period until all Registration Defaults have been cured, up to a maximum per annum rate amount of 0.50% Liquidated Damages for all Registration Defaults. Following the cure Defaults of all Registration Defaults, the accrual $.20 per week per $1,000 principal amount of Additional Interest will cease. The Company and the Guarantors shall pay all Additional Interest, if any, in the manner and on the dates specified in the IndentureSecurities. (d) The Company shall take and shall cause the Guarantors shall use their commercially reasonable efforts to take all actions necessary or advisable to be taken by them it to ensure that the transactions contemplated herein are effected as so contemplated. Such contemplated including all actions may include amending and supplementing necessary to register the prospectus and amending the Exchange Registration Statement or Shelf Registration Statement if required by the rules, regulations or instructions applicable to Guarantees under the registration form used by the Company and the Guarantors for such Exchange Registration Statement statement contemplated in Section 2(a) or Shelf Registration Statement2(b) hereof, as applicable. (e) Any reference herein to a registration statement as of any time shall be deemed to include any document incorporated, or deemed to be incorporated, therein by reference as of such time and any reference herein to any post-post- effective amendment to a registration statement as of any time shall be deemed to include any document incorporated, or deemed to be incorporated, therein by reference as of such time. (f) The Company and the Guarantors will (i) cause any Exchange Registration Statement and Shelf Registration Statement and any amendment thereto and any prospectus forming part thereof and any supplement thereto to comply in all material respects with the Securities Act and the rules and regulations thereunder, (ii) cause any Exchange Registration Statement and Shelf Registration Statement and any amendment thereto, when it becomes effective, not to contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any prospectus forming part of any Exchange Registration Statement or Shelf Registration Statement, and any supplement to such prospectus, not to include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Company and the Guarantors Issuers agree to file under the Securities Act on or prior to April 1, 2005, a registration statement on an appropriate form relating to an offer to exchange (such registration statement, the “Exchange Registration Statement”, and such offer, the “Exchange Offer”) any and all of the Notes Securities for a like aggregate principal amount of debt securities issued by the Company Issuers and guaranteed by the Guarantors Guarantors, which debt securities and guarantees are substantially identical to the Notes Securities and the Guarantees related Guarantees, respectively (and are entitled to the benefits of a trust indenture which is substantially identical to the Indenture or is the Indenture and 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(c) below (such new debt securities, together with such guarantees, securities hereinafter called “Exchange Securities”). The Exchange Securities will be issued as evidence of the same continuing indebtedness of the Company and will not constitute the creation of new indebtedness. The Company and the Guarantors Issuers agree to use their respective all commercially reasonable efforts to cause the Exchange Registration Statement to become effective under the Securities Act on or prior to 360 days after the Closing DateJuly 1, 2005. The Company 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 Guarantors Exchange Act. Unless the Exchange Offer would not be permitted by applicable law or SEC policy, the Issuers further agree to use their all commercially reasonable efforts to commence and complete the Exchange Offer on or prior to 30 promptly, but no later than 45 business days after such registration statement has become effective, hold the Exchange Offer open for not less than 20 at least 30 business days and exchange Exchange Securities for all Transfer Restricted 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 if the Exchange Securities debt securities and related guarantees received by holders other than Restricted Holders in the Exchange Offer for Transfer Restricted 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 StatesStates of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Company Issuers having exchanged the Exchange Securities for all outstanding Transfer Restricted Registrable Securities pursuant to the Exchange Offer and (ii) the Company Issuers having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Transfer Restricted 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 not less than 20 at least 30 business days following the commencement of the Exchange Offer. The Company and the Guarantors Issuers agree (x) 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 an Issuer, and (y) to use all commercially reasonable efforts effects 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 Transfer Restricted Registrable Securities, other than Transfer Restricted Securities acquired from the Company. 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), (c), (d) and (e) hereof. (b) If (i) on or prior to the time the Exchange Offer is completed, completed existing Commission interpretations are changed such that the debt securities received by holders other than Restricted Holders in Issuers and the Guarantors are not permitted to conduct or consummate the Exchange Offer for Transfer Restricted Securities are because the Exchange Offer is not permitted by applicable law or would not be, upon receipt, transferable by each such holder without restriction under the Securities ActSEC policy, (ii) the Exchange Offer has not been completed within on or prior to the applicable time period set forth in section 2(a) hereof date that is 45 days after July 1, 2005 or (iii) any holder of Registrable Securities notifies the Issuer prior the 20th business day following completion of the Exchange Offer that (A) it is prohibited by law or SEC policy from participating in the Exchange Offer; (B) it may not resell the Exchange Securities acquired by it to the public without a prospectus and the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available to any holder for such resales; or (C) it is a broker-dealer and owns notes acquired directly from the Issuers or an affiliate of the Securities in the United States (other than Restricted Holders)either Issuer, the Company and the Guarantors Issuers shall, in lieu of (or, in the case of clause (iii), in addition to) conducting the Exchange Offer contemplated by Section 2(a), use their commercially reasonable efforts file under the Securities Act on or prior to the date that is the later of 30 days after the time such obligation to file with the Commissionarises, a “shelf” registration statement on an appropriate form providing for the registration of, and the sale on a continuous or delayed basis by the holders of, all of the Transfer Restricted 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”). The Company and the Guarantors Issuers agree to use their all commercially reasonable efforts (x) to cause the Shelf Registration Statement to become or be declared effective on or prior to 360 no later than 90 days after the Closing Date such Shelf Registration Statement is filed and to keep such Shelf Registration Statement continuously effective for a period ending on the earlier of the first second anniversary of the Effective Time or such time as there are no longer any Transfer Restricted 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 Transfer Restricted Registrable Securities unless such holder is an Electing Holder, and (y) after the Effective Time of the Shelf Registration Statement, promptly upon the request of any holder of Transfer Restricted Registrable Securities that is not then an Electing Holder, to take any action reasonably necessary to enable such holder to use the prospectus forming a part thereof for resales of Transfer Restricted 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 Clause (y) shall relieve any such holder of the obligation to return a completed and signed Notice and Questionnaire to the Company and the Guarantors Issuers in accordance with Section 3(b)(iii3(d)(iii) hereof. The Company and the Guarantors Issuers further agree to supplement or make amendments to the Shelf Registration Statement, as and when required by the rules, regulations or instructions applicable to the registration form used by the Company and the Guarantors Issuers for such Shelf Registration Statement or by the Securities Act or rules and regulations thereunder for shelf registration, and the Company and the Guarantors Issuers agree to furnish to each Electing Holder copies of any such supplement or amendment prior to its being used or promptly following its filing with the Commission. (c) In the event that (i) the Issuers have not filed the Exchange Registration Statement or Shelf Registration Statement on or before the date on which such registration statement is required to be filed pursuant to Section 2(a) or 2(b), respectively, (ii) such Exchange Registration Statement or Shelf Registration Statement has not become effective or been declared effective by the Commission on or prior to before the date on which such registration statement is required to become or be declared effective pursuant to Section 2(a) or 2(b), respectivelyrespectively (the “Effectiveness Target Date”), or (iiiii) the Exchange Offer has not been completed within 30 business days after the initial effective date Effectiveness Target Date of the Exchange Registration Statement relating to the Exchange Offer (if the Exchange Offer is then required to be made), ) or (iiiiv) any Exchange Registration Statement or Shelf Registration Statement required by Section 2(a) or 2(b) hereof is filed and declared effective but shall thereafter ceases either be withdrawn by the Issuers or shall become subject to be an effective or usable in connection with resales stop order issued pursuant to Section 8(d) of Transfer Restricted the Securities during Act suspending the time periods specified effectiveness of such registration statement (except as specifically permitted herein, or (iv) the Company without being succeeded immediately by an additional registration statement filed and the Guarantors require holders to refrain from disposing of their Securities or Exchange Securities under the circumstances described in Section 3(g) and that suspension period exceeds 60 days in one instance or 90 days in the aggregate during any consecutive 12-month period declared effective (each such event referred to in clauses (i) through (iv), a “Registration Default” and each period during which a Registration Default has occurred and is continuing, a “Registration Default Period”), then, as the sole remedy liquidated damages for such Registration Default, additional subject to the provisions of Section 9(b), special interest (“Additional Special Interest”), in addition to the Base Interest, shall accrue on the Notes that are Transfer Restricted outstanding principal amount of the Registrable Securities at a per annum rate of 0.25% with respect to for the first 90-day period immediately following the occurrence 90 days of the first Registration Default. The amount of the Additional Interest will increase by an additional per annum rate of 0.25% with respect to each subsequent 90 day Registration Default Period until all Registration Defaults have been curedPeriod, up to at a maximum per annum rate of 0.50% for all the second 90 days of the Registration DefaultsDefault Period, at a per annum rate of 0.75% for the third 90 days of the Registration Default Period and at a per annum rate of 1.0% thereafter for the remaining portion of the Registration Default Period. Following A Registration Default shall be deemed not to be continuing, (A) for any Registration Default pursuant to Section 2(c)(i), upon the cure filing of all the Exchange Registration DefaultsStatement or Shelf Registration Statement, (B) for any Registration Default pursuant to Section 2(c)(ii), upon the accrual effectiveness of Additional Interest will cease. The Company such Exchange Registration Statement or Shelf Registration Statement, (C) for any Registration Default pursuant to Section 2(c)(iii), upon the completion of the Exchange Offer, and (D) for any Registration Default pursuant to Section 2(c)(iv), upon such Exchange Registration Statement or Shelf Registration Statement (or any successor registration statement) being declared effective or the Guarantors shall pay all Additional Interest, if any, in the manner and on the dates specified in the Indentureremoval of any stop order giving rise to such Registration Default. (d) The Company Issuers shall take, and shall cause the Guarantors shall use their commercially reasonable efforts to take take, all actions necessary or advisable to be taken by them to ensure that the transactions contemplated herein are effected as so contemplated. Such , including all actions may include amending and supplementing necessary or desirable to register the prospectus and amending the Exchange Registration Statement or Shelf Registration Statement if required by the rules, regulations or instructions applicable to Guarantee under the registration form used by the Company and the Guarantors for such Exchange Registration Statement statement contemplated in Section 2(a) or Shelf Registration Statement2(b) hereof, as applicable. (e) Any reference herein to a registration statement as of any time shall be deemed to include any document incorporated, or deemed to be incorporated, therein by reference as of such time and any reference herein to any post-effective amendment to a registration statement as of any time shall be deemed to include any document incorporated, or deemed to be incorporated, therein by reference as of such time. (f) The Company and the Guarantors will (i) cause any Exchange Registration Statement and Shelf Registration Statement and any amendment thereto and any prospectus forming part thereof and any supplement thereto to comply in all material respects with the Securities Act and the rules and regulations thereunder, (ii) cause any Exchange Registration Statement and Shelf Registration Statement and any amendment thereto, when it becomes effective, not to contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any prospectus forming part of any Exchange Registration Statement or Shelf Registration Statement, and any supplement to such prospectus, not to include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Company and the Guarantors agree to file under the Securities Act a registration statement on an appropriate form relating to an offer to exchange (such registration statement, the “Exchange Registration Statement”, and such offer, the “Exchange Offer”) any and all of the Notes 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 Notes and the Guarantees (and are entitled to the benefits of a trust indenture which is substantially identical to the Indenture or is the Indenture and 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(c) below (such new debt securities, together with such guarantees, hereinafter called “Exchange Securities”). The Exchange Securities will be issued as evidence of the same continuing indebtedness of the Company and will not constitute the creation of new indebtedness. 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 on or prior to 360 days after the Closing Date. The Company and the Guarantors further agree to use their commercially reasonable efforts to commence and complete the Exchange Offer on or prior to 30 business days after such registration statement has become effective, hold the Exchange Offer open for not less than 20 business days 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 “completed” only if the Exchange Securities received by holders other than Restricted Holders in the Exchange Offer for 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 blue sky or securities laws of a substantial majority of the States of the United States. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Company having exchanged the Exchange Securities for all outstanding Transfer Restricted Securities pursuant to the Exchange Offer and (ii) the Company having exchanged, pursuant to the Exchange Offer, Exchange Securities for all 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 not less than 20 business days following the commencement of the Exchange Offer. The Company and the Guarantors agree (x) 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 an Issuer, and (y) 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 Transfer Restricted Securities, other than Transfer Restricted Securities acquired from the Company. 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), (c), (d) and (e) hereof. (b) If (i) on or prior to the time the Exchange Offer is completed, existing Commission interpretations are changed such that the debt securities received by holders other than Restricted Holders in the Exchange Offer for Transfer Restricted Securities are not or would not be, upon receipt, transferable by each such holder without restriction under the Securities Act, (ii) the Exchange Offer has not been completed within the applicable time period set forth in section 2(a) hereof or (iii) the Exchange Offer is not available to any holder of the Securities in the United States (other than Restricted Holders), the Company and the Guarantors shall, in lieu of (or, in the case of clause (iii), in addition to) conducting the Exchange Offer contemplated by Section 2(a), use their commercially reasonable efforts to file with the Commission, a “shelf” registration statement on an appropriate form providing for the registration of, and the sale on a continuous or delayed basis by the holders of, all of the Transfer Restricted 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”). The Company and the Guarantors agree to use their commercially reasonable efforts (x) to cause the Shelf Registration Statement to become or be declared effective on or prior to 360 days after the Closing Date and to keep such Shelf Registration Statement continuously effective for a period ending on the earlier of the first anniversary of the Effective Time or such time as there are no longer any Transfer Restricted 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 Transfer Restricted Securities unless such holder is an Electing Holder, and (y) after the Effective Time of the Shelf Registration Statement, promptly upon the request of any holder of Transfer Restricted Securities that is not then an Electing Holder, to take any action reasonably necessary to enable such holder to use the prospectus forming a part thereof for resales of Transfer Restricted 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 signed Notice and Questionnaire to the Company and the Guarantors in accordance with Section 3(b)(iii) hereof. The Company and the Guarantors further agree to supplement or make amendments to the Shelf Registration Statement, as and when required by the rules, regulations or instructions applicable to the registration form used by the Company and the Guarantors for such Shelf Registration Statement or by the Securities Act or rules and regulations thereunder for shelf registration, and the Company and the Guarantors agree to furnish to each Electing Holder copies of any such supplement or amendment prior to its being used or promptly following its filing with the Commission. (c) In the event that (i) the Exchange Registration Statement or Shelf Registration Statement has not become effective or been declared effective by the Commission on or prior to the date on which such registration statement is required to become or be declared effective pursuant to Section 2(a) or 2(b), respectively, or (ii) the Exchange Offer has not been completed within 30 business days after the initial effective date of the Exchange Registration Statement relating to the Exchange Offer (if the Exchange Offer is then required to be made), or (iii) any Exchange Registration Statement or Shelf Registration Statement required by Section 2(a) or 2(b) hereof is filed and declared effective but thereafter ceases to be effective or usable in connection with resales of Transfer Restricted Securities during the time periods specified herein, or (iv) the Company and the Guarantors require holders to refrain from disposing of their Securities or Exchange Securities under the circumstances described in Section 3(g) and that suspension period exceeds 60 days in one instance or 90 days in the aggregate during any consecutive 12-month period (each such event referred to in clauses (i) through (iv), a “Registration Default” and each period during which a Registration Default has occurred and is continuing, a “Registration Default Period”), then, as the sole remedy for such Registration Default, additional interest (“Additional Interest”), in addition to the Base Interest, shall accrue on the Notes that are Transfer Restricted Securities at a per annum rate of 0.25% with respect to the first 90-day period immediately following the occurrence of the first Registration Default. The amount of the Additional Interest will increase by an additional per annum rate of 0.25% with respect to each subsequent 90 day Registration Default Period until all Registration Defaults have been cured, up to a maximum per annum rate of 0.50% for all Registration Defaults. Following the cure of all Registration Defaults, the accrual of Additional Interest will cease. The Company and the Guarantors shall pay all Additional Interest, if any, in the manner and on the dates specified in the Indenture. (d) The Company and the Guarantors shall use their commercially reasonable efforts to take all actions necessary or advisable to be taken by them to ensure that the transactions contemplated herein are effected as so contemplated. Such actions may include amending and supplementing the prospectus and amending the Exchange Registration Statement or Shelf Registration Statement if required by the rules, regulations or instructions applicable to the registration form used by the Company and the Guarantors for such Exchange Registration Statement or Shelf Registration Statement. (e) Any reference herein to a registration statement as of any time shall be deemed to include any document incorporated, or deemed to be incorporated, therein by reference as of such time and any reference herein to any post-effective amendment to a registration statement as of any time shall be deemed to include any document incorporated, or deemed to be incorporated, therein by reference as of such time. (f) The Company and the Guarantors will (i) cause any Exchange Registration Statement and Shelf Registration Statement and any amendment thereto and any prospectus forming part thereof and any supplement thereto to comply in all material respects with the Securities Act and the rules and regulations thereunder, (ii) cause any Exchange Registration Statement and Shelf Registration Statement and any amendment thereto, when it becomes effective, not to contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any prospectus forming part of any Exchange Registration Statement or Shelf Registration Statement, and any supplement to such prospectus, not to include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.Exchange

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Company and the Guarantors agree agrees to file under the Securities Act a registration statement on an appropriate form relating to an offer to exchange (such registration statement, the “Exchange Registration Statement”, and such offer, the “Exchange Offer”) any and all of the Notes Securities for a like aggregate principal amount of debt securities issued by the Company and guaranteed by the Guarantors Company, which debt securities and guarantees are substantially identical to the Notes and the Guarantees Securities (and are entitled to the benefits of a trust indenture which is substantially identical to the Indenture or is the Indenture and which 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(c) below (such new debt securities, together with such guarantees, securities hereinafter called “Exchange Securities”). The Exchange Securities will be issued as evidence of the same continuing indebtedness of the Company and will not constitute the creation of new indebtedness. The Company and the Guarantors agree agrees to use their respective all commercially reasonable efforts to cause the Exchange Registration Statement to become effective under the Securities Act. 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 prior to 360 days after Commission policy, the Closing Date. The Company and the Guarantors further agree agrees to use their all commercially reasonable efforts to (i) commence and complete the Exchange Offer on or prior to 30 business days after promptly (but no later than 10 Business Days) following the Effective Time of such registration statement has become effectiveExchange Registration Statement, (ii) hold the Exchange Offer open for not less than at least 20 business days Business Days in accordance with Regulation 14E promulgated by the Commission under the Exchange Act and (iii) exchange Exchange Securities for all Transfer Restricted Registrable Securities that have been properly tendered and not withdrawn on or prior to promptly following the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been “completed” only (i) if the Exchange Securities debt securities received by holders other than Restricted Holders in the Exchange Offer for Transfer Restricted 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. The Exchange Offer shall be deemed to have been completed upon the earlier to occur States of (i) the Company having exchanged the Exchange Securities for all outstanding Transfer Restricted Securities pursuant to the Exchange Offer America and (ii) upon the Company having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Transfer Restricted 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 less more than 20 business days 30 Business Days following the commencement of the Exchange Offer. The Company and the Guarantors agree agrees (x) 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 an Issuer, and (y) 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 Transfer Restricted Registrable Securities, other than Transfer Restricted Securities acquired from the Company. 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), (c), (d) and (e) hereofe)(4). (b) If (i) on or prior to the time the Exchange Offer is completed, existing law or Commission interpretations are changed such that the debt securities received by holders other than Restricted Holders in the Exchange Offer for Transfer Restricted Registrable Securities are not or would not be, upon receipt, transferable by each such holder without restriction under the Securities Act, (ii) the Exchange Offer has not been completed within 360 days following the applicable time period set forth in section 2(a) hereof Closing Date or (iii) any holder of Registrable Securities notifies the Company prior to the 20th Business Day following the completion of the Exchange Offer that: (A) it is prohibited by law or Commission policy from participating in the Exchange Offer, (B) it may not resell the Exchange Securities to the public without delivering a prospectus and the prospectus supplement contained in the Exchange Registration Statement is not appropriate or available to any holder for such resales or (C) it is a broker-dealer and owns Securities acquired directly from the Company or an affiliate of the Securities in the United States (other than Restricted Holders)Company, then the Company and the Guarantors shall, in lieu of (or, in the case of clause (iii), in addition to) conducting the Exchange Offer contemplated by Section 2(a), use their its commercially reasonable efforts to file with under the Commission, Securities Act a “shelf” registration statement on an appropriate form providing for the registration of, and the sale on a continuous or delayed basis by the holders of, all of the Transfer Restricted 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”). The Company and the Guarantors agree agrees to use their all commercially reasonable efforts (x) to cause the Shelf Registration Statement to become or be declared effective on or prior to no later than 90 days after such Shelf Registration Statement filing obligation arises (but no earlier than 360 days after the Closing Date Date); provided, that if at any time the Company is a “well-known seasoned issuer” (as defined in Rule 405) and is eligible to file an “automatic shelf registration statement” (as defined in Rule 405), then the Company shall file the Shelf Registration Statement in the form of an automatic shelf registration statement as provided in Rule 405. The Company agrees to use all commercially reasonable efforts to keep such Shelf Registration Statement continuously effective for a period ending on the earlier of the first anniversary of the Effective Time or such time as there are no longer any Transfer Restricted Registrable Securities outstanding, provided, however, that no . 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 Transfer Restricted Registrable Securities unless such holder is an Electing Holder. The Company agrees, and (y) after the Effective Time of the Shelf Registration Statement, Statement and promptly upon the request of any holder of Transfer Restricted Registrable Securities that is not then an Electing Holder, to take any action reasonably necessary use all commercially reasonable efforts to enable such holder to use the prospectus forming a part thereof for resales of Transfer Restricted Registrable Securities, including, without limitation, any action necessary to identify such holder as a selling securityholder in the Shelf Registration StatementStatement (whether by post-effective amendment thereto or by filing a prospectus pursuant to Rules 430B and 424(b) under the Securities Act identifying such holder), provided, however, that nothing in this clause (y) sentence shall relieve any such holder of the obligation to return a completed and signed Notice and Questionnaire to the Company and the Guarantors in accordance with Section 3(b)(iii) hereof. The Company and the Guarantors further agree to supplement or make amendments to the Shelf Registration Statement, as and when required by the rules, regulations or instructions applicable to the registration form used by the Company and the Guarantors for such Shelf Registration Statement or by the Securities Act or rules and regulations thereunder for shelf registration, and the Company and the Guarantors agree to furnish to each Electing Holder copies of any such supplement or amendment prior to its being used or promptly following its filing with the Commission3(d)(iii). (c) In the event that (i) the Exchange Registration Statement or Shelf Registration Statement has not become effective or been declared effective by the Commission on or prior to the date on which such registration statement is required to become or be declared effective pursuant to Section 2(a) or 2(b), respectively, or (ii) the Exchange Offer has not been completed within 30 business 360 days after the initial effective date of Closing Date or (ii)(x) the Exchange Shelf Registration Statement relating to the Exchange Offer (if required) has not become or been declared effective within the Exchange Offer is then required to be made), later of 90 days after such Shelf Registration Statement filing obligation arises and 360 days after the Closing Date or (iiiy) any Exchange Registration Statement or Shelf Registration Statement required by Section 2(a) or Section 2(b) hereof is filed and declared effective but shall thereafter ceases to either be effective or usable in connection with resales of Transfer Restricted Securities during the time periods specified herein, or (iv) withdrawn by the Company or shall become subject to an effective stop order issued pursuant to Section 8(d) of the Securities Act suspending the effectiveness of such registration statement (except as specifically permitted herein) without being succeeded immediately by an additional registration statement filed and the Guarantors require holders to refrain from disposing of their Securities or Exchange Securities under the circumstances described in Section 3(g) and that suspension period exceeds 60 days in one instance or 90 days in the aggregate during any consecutive 12-month period declared effective (each such event referred to in clauses (i) through and (ivii), a “Registration Default” and each period during which a Registration Default has occurred and is continuing, a “Registration Default Period”), then, as the sole remedy liquidated damages for such Registration Default, subject to the provisions of Section 9(b), additional interest (“Additional Interest”), in addition to the Base Interest, shall accrue on the Notes that are Transfer Restricted all Registrable Securities then outstanding at a per annum rate of 0.25% with respect to for the first 90-day period immediately following the occurrence 90 days of the first Registration Default. The amount of the Additional Interest will increase by an additional per annum rate of 0.25% with respect to each subsequent 90 day Registration Default Period until all Registration Defaults have been curedPeriod, up to at a maximum per annum rate of 0.50% for all the second 90 days of the Registration DefaultsDefault Period, at a per annum rate of 0.75% for the third 90 days of the Registration Default Period and at a per annum rate of 1.00% thereafter for the remaining portion of the Registration Default Period. Following the cure of all Registration Defaults, the accrual of Additional Interest will cease. The Company shall accrue and be payable only with respect to a single Registration Default at any given time, notwithstanding the Guarantors shall pay all Additional Interest, if any, in the manner and on the dates specified in the Indenturefact that multiple Registration Defaults may exist at such time. (d) The Company and the Guarantors shall use their commercially reasonable efforts to take all actions necessary or advisable to be taken by them it to ensure that the transactions contemplated herein are effected as so contemplated. Such actions may include amending and supplementing the prospectus and amending the Exchange Registration Statement or Shelf Registration Statement if required by the rules, regulations or instructions applicable to the registration form used by the Company and the Guarantors for such Exchange Registration Statement or Shelf Registration Statement. (e) Any reference herein to a registration statement or prospectus as of any time shall be deemed to include any document incorporated, or deemed to be incorporated, therein by reference as of such time time; and any reference herein to any post-effective amendment to a registration statement or to any prospectus supplement as of any time shall be deemed to include any document incorporated, or deemed to be incorporated, therein by reference as of such time. (f) The Company and the Guarantors will (i) cause any Exchange Registration Statement and Shelf Registration Statement and any amendment thereto and any prospectus forming part thereof and any supplement thereto to comply in all material respects with the Securities Act and the rules and regulations thereunder, (ii) cause any Exchange Registration Statement and Shelf Registration Statement and any amendment thereto, when it becomes effective, not to contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any prospectus forming part of any Exchange Registration Statement or Shelf Registration Statement, and any supplement to such prospectus, not to include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Company and the Guarantors agree to file under the Securities Act a registration statement on an appropriate form relating to an offer to exchange (such registration statement, the “Exchange Registration Statement”, and such offer, the “Exchange Offer”) any and all of the Notes 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 Notes and the Guarantees (and are entitled to the benefits of a trust indenture which is substantially identical to the Indenture or is the Indenture and 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(c) below (such new debt securities, together with such guarantees, hereinafter called “Exchange Securities”). The Exchange Securities will be issued as evidence of the same continuing indebtedness of the Company and will not constitute the creation of new indebtedness. 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 on or prior to 360 days after the Closing Date. The Company and the Guarantors further agree to use their commercially reasonable efforts to commence and complete the Exchange Offer on or prior to 30 business days after such registration statement has become effective, hold the Exchange Offer open for not less than 20 business days 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 “completed” only if the Exchange Securities received by holders other than Restricted Holders in the Exchange Offer for 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 blue sky or securities laws of a substantial majority of the States of the United States. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Company having exchanged the Exchange Securities for all outstanding Transfer Restricted Securities pursuant to the Exchange Offer and (ii) the Company having exchanged, pursuant to the Exchange Offer, Exchange Securities for all 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 not less than 20 business days following the commencement of the Exchange Offer. The Company and the Guarantors agree (x) 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 an Issuer, and (y) 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 Transfer Restricted Securities, other than Transfer Restricted Securities acquired from the Company. 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), (c), (d) and (e) hereof. (b) If (i) on or prior to the time the Exchange Offer is completed, existing Commission interpretations are changed such that the debt securities received by holders other than Restricted Holders in the Exchange Offer for Transfer Restricted Securities are not or would not be, upon receipt, transferable by each such holder without restriction under the Securities Act, (ii) the Exchange Offer has not been completed within the applicable time period set forth in section 2(a) hereof or (iii) the Exchange Offer is not available to any holder of the Securities in the United States (other than Restricted Holders), the Company and the Guarantors shall, in lieu of (or, in the case of clause (iii), in addition to) conducting the Exchange Offer contemplated by Section 2(a), use their commercially reasonable efforts to file with the Commission, a “shelf” registration statement on an appropriate form providing for the registration of, and the sale on a continuous or delayed basis by the holders of, all of the Transfer Restricted 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”). The Company and the Guarantors agree to use their commercially reasonable efforts (x) to cause the Shelf Registration Statement to become or be declared effective on or prior to 360 days after the Closing Date and to keep such Shelf Registration Statement continuously effective for a period ending on the earlier of the first anniversary of the Effective Time or such time as there are no longer any Transfer Restricted 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 Transfer Restricted Securities unless such holder is an Electing Holder, and (y) after the Effective Time of the Shelf Registration Statement, promptly upon the request of any holder of Transfer Restricted Securities that is not then an Electing Holder, to take any action reasonably necessary to enable such holder to use the prospectus forming a part thereof for resales of Transfer Restricted 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 signed Notice and Questionnaire to the Company and the Guarantors in accordance with Section 3(b)(iii) hereof. The Company and the Guarantors further agree to supplement or make amendments to the Shelf Registration Statement, as and when required by the rules, regulations or instructions applicable to the registration form used by the Company and the Guarantors for such Shelf Registration Statement or by the Securities Act or rules and regulations thereunder for shelf registration, and the Company and the Guarantors agree to furnish to each Electing Holder copies of any such supplement or amendment prior to its being used or promptly following its filing with the Commission. (c) In the event that (i) the Exchange Registration Statement or Shelf Registration Statement has not become effective or been declared effective by the Commission on or prior to the date on which such registration statement is required to become or be declared effective pursuant to Section 2(a) or 2(b), respectively, or (ii) the Exchange Offer has not been completed within 30 business days after the initial effective date of the Exchange Registration Statement relating to the Exchange Offer (if the Exchange Offer is then required to be made), or (iii) any Exchange Registration Statement or Shelf Registration Statement required by Section 2(a) or 2(b) hereof is filed and declared effective but thereafter ceases to be effective or usable in connection with resales of Transfer Restricted Securities during the time periods specified herein, or (iv) the Company and the Guarantors require holders to refrain from disposing of their Securities or Exchange Securities under the circumstances described in Section 3(g) and that suspension period exceeds 60 days in one instance or 90 days in the aggregate during any consecutive 12-month period (each such event referred to in clauses (i) through (iv), a “Registration Default” and each period during which a Registration Default has occurred and is continuing, a “Registration Default Period”), then, as the sole remedy for such Registration Default, additional interest (“Additional Interest”), in addition to the Base Interest, shall accrue on the Notes that are Transfer Restricted Securities at a per annum rate of 0.25% with respect to the first 90-day period immediately following the occurrence of the first Registration Default. The amount of the Additional Interest will increase by an additional per annum rate of 0.25% with respect to each subsequent 90 day Registration Default Period until all Registration Defaults have been cured, up to a maximum per annum rate of 0.50% for all Registration Defaults. Following the cure of all Registration Defaults, the accrual of Additional Interest will cease. The Company and the Guarantors shall pay all Additional Interest, if any, in the manner and on the dates specified in the Indenture. (d) The Company and the Guarantors shall use their commercially reasonable efforts to take all actions necessary or advisable to be taken by them to ensure that the transactions contemplated herein are effected as so contemplated. Such actions may include amending and supplementing the prospectus and amending the Exchange Registration Statement or Shelf Registration Statement if required by the rules, regulations or instructions applicable to the registration form used by the Company and the Guarantors for such Exchange Registration Statement or Shelf Registration Statement. (e) Any reference herein to a registration statement as of any time shall be deemed to include any document incorporated, or deemed to be incorporated, therein by reference as of such time and any reference herein to any post-effective amendment to a registration statement as of any time shall be deemed to include any document incorporated, or deemed to be incorporated, therein by reference as of such time. (f) The Company and the Guarantors will (i) cause any Exchange Registration Statement and Shelf Registration Statement and any amendment thereto and any prospectus forming part thereof and any supplement thereto to comply in all material respects with the Securities Act and the rules and regulations thereunder, (ii) cause any Exchange Registration Statement and Shelf Registration Statement and any amendment thereto, when it becomes effective, not to contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any prospectus forming part of any Exchange Registration Statement or Shelf Registration Statement, and any supplement to such prospectus, not to include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Company and the Guarantors agree agrees to file under the Securities Act Act, as soon as practicable, but no later than 150 days after the Closing Date, a registration statement on an appropriate form relating to an offer to exchange (such registration statement, the “Exchange Registration Statement”, and such offer, the “Exchange Offer”) any and all of the Notes Securities for a like aggregate principal amount of debt securities issued by the Company and guaranteed by the Guarantors Company, which debt securities and guarantees are substantially identical to the Notes and the Guarantees Securities (and are entitled to the benefits of a trust indenture which is substantially identical to the Indenture or is the Indenture and Indenture, 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(c) below (such new debt securities, together with such guarantees, securities hereinafter called “Exchange Securities”). The Exchange Securities will be issued as evidence of the same continuing indebtedness of the Company and will not constitute the creation of new indebtedness. The Company and the Guarantors agree agrees to use their respective its commercially reasonable efforts to cause the Exchange Registration Statement to become effective under the Securities Act on or prior to 360 as soon as practicable, but no later than 200 days after the 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 agrees to use their its commercially reasonable efforts to commence and complete the Exchange Offer on or prior to 30 business promptly, but no later than 45 days after such registration statement has become effective, hold the Exchange Offer open for not less than 20 business at least 30 days and exchange Exchange Securities for all Transfer Restricted 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 if the Exchange Securities debt securities received by holders other than Restricted Holders in the Exchange Offer for Transfer Restricted 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 StatesStates of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Company having exchanged the Exchange Securities for all outstanding Transfer Restricted Registrable Securities pursuant to the Exchange Offer and (ii) the Company having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Transfer Restricted 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 not less than 20 business at least 30 days following the commencement of the Exchange Offer. The Company and the Guarantors agree agrees (x) 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 an Issuer, and (y) 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 Transfer Restricted Registrable Securities, other than Transfer Restricted Securities acquired from the Company. With respect to such Exchange Registration Statement, each such holders holder shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (c), (d) and (e) hereof. (b) If (i) on or prior to the time the Exchange Offer is completed, existing any law, Commission rules or regulations or applicable interpretations thereof by the staff of the Commission are changed such that the debt securities received by holders other than Restricted Holders in the Exchange Offer for Transfer Restricted Registrable Securities are not or would not be, upon receipt, transferable by each such holder without restriction under the Securities Act, (ii) the Exchange Offer has not been completed within 245 days following the applicable time period set forth in section 2(a) hereof Closing Date or (iii) the Exchange Offer is not available to any holder of the Securities (the date on which any of the conditions described in the United States (other than Restricted Holdersi) through (iii) above occurs, a “Trigger Date”), the Company and the Guarantors shall, in lieu of (or, in the case of clause (iii), in addition to) conducting the Exchange Offer contemplated by Section 2(a), use their commercially reasonable efforts to file with under the CommissionSecurities Act as soon as practicable, but no later than the later of 60 days after the Trigger Date (but in no event fewer than 150 days after the Closing Date), a “shelf” registration statement on an appropriate form providing for the registration of, and the sale on a continuous or delayed basis by the holders of, all of the Transfer Restricted 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”). The Company and the Guarantors agree agrees to use their its commercially reasonable efforts (x) to cause the Shelf Registration Statement to become or be declared effective on or prior to 360 no later than 120 days after the Closing Trigger Date and to keep such Shelf Registration Statement continuously effective for a period ending on the earlier of the first anniversary of the Effective Time or such time as there are no longer any Transfer Restricted all of the Registrable Securities outstandinghave been sold thereunder or cease to be outstanding or cease otherwise to be 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 Transfer Restricted Registrable Securities unless such holder is an Electing Holder, and (y) after the Effective Time of the Shelf Registration Statement, promptly upon the request of any holder of Transfer Restricted Registrable Securities that is not then an Electing Holder, to take any action reasonably necessary use commercially reasonable efforts to enable such holder to use the prospectus forming a part thereof for resales of Transfer Restricted 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 signed Notice and Questionnaire to the Company and the Guarantors in accordance with Section 3(b)(iii3(d)(iii) hereof. The Company and the Guarantors further agree agrees to supplement or make amendments to the Shelf Registration Statement, as and when required by the rules, regulations or instructions applicable to the registration form used by the Company and the Guarantors for such Shelf Registration Statement or by the Securities Act or rules and regulations thereunder for shelf registration, and the Company and the Guarantors agree 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 the Commission. The Company’s obligation to file a Shelf Registration Statement under clause (i) of this Section 2(b), to cause such Shelf Registration Statement to become and remain effective and to comply with its other undertakings in this Section 2(b) shall terminate upon the completion of the Exchange Offer pursuant to Section 2(a). (c) In the event that (i) the Company has not filed the Exchange Registration Statement or Shelf Registration Statement on or before the date on which such registration statement is required to be filed pursuant to Section 2(a) or 2(b), respectively, or (ii) such Exchange Registration Statement or Shelf Registration Statement has not become effective or been declared effective by the Commission on or prior to before the date on which such registration statement is required to become or be declared effective pursuant to Section 2(a) or 2(b), respectively, or (iiiii) the Exchange Offer has not been completed within 30 business 45 days after the initial effective date of the Exchange Registration Statement relating to the Exchange Offer (if the Exchange Offer is then required to be made), or (iiiiv) any Exchange Registration Statement or Shelf Registration Statement required by Section 2(a) or 2(b) hereof is filed and declared effective but shall thereafter ceases either be withdrawn by the Company or shall become subject to be an effective or usable in connection with resales stop order issued pursuant to Section 8(d) of Transfer Restricted the Securities during Act suspending the time periods specified effectiveness of such registration statement (except as specifically permitted herein, ) without being succeeded immediately by an additional registration statement filed and declared effective; or (ivv) the Company and the Guarantors require holders requires Holders to refrain from disposing of their Registrable Securities or Exchange Securities under the circumstances described due to a Suspension Event (as defined in Section 3(g3(i)) and to the extent that suspension such period exceeds 60 45 days in any one instance or 90 days in the aggregate during any consecutive 12-month period (a “Suspension Period”) (each such event referred to in clauses (i) through (ivv), a “Registration Default” and each period during which a Registration Default has occurred and is continuing, a “Registration Default Period”), then, as the sole remedy liquidated damages for such Registration Default, additional subject to the provisions of Section 9(b), special interest (“Additional Special Interest”), in addition to the Base Interest, shall accrue on the Notes that are Transfer Restricted Securities at a per annum rate of 0.25% with respect to for the first 90-day period immediately following the occurrence 90 days of the first Registration Default. The amount of the Additional Interest will increase by an additional per annum rate of 0.25% with respect to each subsequent 90 day Registration Default Period until all Registration Defaults have been curedPeriod, up to and at a maximum per annum rate of 0.50% thereafter for all the remaining portion of the Registration DefaultsDefault Period. Following Notwithstanding the cure of all foregoing, (x) in the event that the Shelf Registration DefaultsStatement is not declared effective on or before the date on which it is required to be filed pursuant to Section 2(b), the accrual of Additional Special Interest will cease. The Company only be payable with respect to Registrable Securities that are held by Electing Holders and the Guarantors shall pay all Additional Interest, if any, otherwise entitled to be included in the manner Shelf Registration Statement, and on whose inclusion has been requested therein (“Qualifying Securities”) and (y) once the dates specified Shelf Registration Statement has been declared effective, Special Interest payable for Registration Defaults with respect to the Exchange Registration Statement under clause (i) or (ii) of this Section 2(c) will cease to accrue with respect to Qualifying Securities that have been included in the IndentureShelf Registration Statement, and interest on such Qualifying Securities will revert to its original rate. In no event shall the Company be required to pay Special Interest for more than one Registration Default at a time. (d) The Company and the Guarantors shall use their commercially reasonable efforts to take all actions necessary or advisable to be taken by them to ensure that the transactions contemplated herein are effected as so contemplated. Such actions may include amending and supplementing the prospectus and amending the Exchange Registration Statement or Shelf Registration Statement if required by the rules, regulations or instructions applicable to the registration form used by the Company and the Guarantors for such Exchange Registration Statement or Shelf Registration Statement. (e) Any reference herein herein, other than any such reference in Section 3(d)(vi), to a registration statement or prospectus as of any time shall be deemed to include any document incorporated, or deemed to be incorporated, therein by reference as of such time and any reference herein herein, other than any such reference in Section 3(d)(vi), to any post-effective amendment to a registration statement or to any prospectus supplement as of any time shall be deemed to include any document incorporated, or deemed to be incorporated, therein by reference as of such time. (f) The Company and the Guarantors will (i) cause any Exchange Registration Statement and Shelf Registration Statement and any amendment thereto and any prospectus forming part thereof and any supplement thereto to comply in all material respects with the Securities Act and the rules and regulations thereunder, (ii) cause any Exchange Registration Statement and Shelf Registration Statement and any amendment thereto, when it becomes effective, not to contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any prospectus forming part of any Exchange Registration Statement or Shelf Registration Statement, and any supplement to such prospectus, not to include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.