Common use of Exchange Offer Clause in Contracts

Exchange Offer. The Company shall, for the benefit of the Holders, at the Company's cost, use its reasonable commercial efforts (A) to file with the SEC the Exchange Offer Registration Statement not later than 180 days following the original issuance of the Securities with respect to a proposed Exchange Offer and the issuance and delivery to the Holders, in exchange for the Registrable Securities, of a like principal amount of Exchange Securities, (B) to cause the Exchange Offer Registration Statement to be declared effective under the 1933 Act within 270 days of the original issuance of the Securities, (C) to keep the Exchange Offer Registration Statement effective until the closing of the Exchange Offer and (D) unless the Exchange Offer would not be permitted by applicable law or SEC policy, to cause the Exchange Offer to be consummated within 315 days following the original issuance of the Securities. The Exchange Securities will be issued under the Indenture. 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 enable each Holder eligible and electing to exchange Registrable Securities for Exchange Securities (assuming that such Holder (A) is not an affiliate of the Company within the meaning of Rule 405 under the 1933 Act (an "Affiliate"), (B) is not a broker-dealer tendering Registrable Securities acquired directly from the Company or one of its Affiliates for its own account, (C) acquired the Exchange Securities in the ordinary course of such Holder's business and (D) at the time of the consummation of the Exchange Offer has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of distributing the Exchange Securities) to transfer such Exchange Securities from and after their receipt without any limitations or restrictions under the 1933 Act and without material restrictions under the securities laws of a substantial portion of the several states of the United States. In connection with the Exchange Offer, the Company will:

Exchange Offer. The Company shall, for the benefit of the Holders, at the Company's cost, use its reasonable commercial efforts Issuer shall (A) to prepare and, as soon as practicable following the Closing Date, file with the SEC the an Exchange Offer Registration Statement not later than 180 days following the original issuance of the Securities with respect to a proposed Exchange Offer and the issuance and delivery to the Holders, in exchange for the Registrable SecuritiesNotes of each series, of a like principal amount of Exchange SecuritiesNotes of such series, (B) use its reasonable best efforts to cause the Exchange Offer Registration Statement to be declared effective under the 1933 Act within 270 not later than 180 calendar days of following the original issuance of the SecuritiesClosing Date, (C) use its reasonable best efforts to keep the Exchange Offer Registration Statement effective until the closing of the Exchange Offer and (D) unless the Exchange Offer would not be permitted by applicable law or SEC policy, use its reasonable best efforts to cause the Exchange Offer to be consummated within 315 210 calendar days following the original issuance of the SecuritiesClosing Date. The Exchange Securities Notes will be issued under the Indenture. Upon the effectiveness of the Exchange Offer Registration Statement, the Company Issuer shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Securities Notes for Exchange Securities Notes (assuming that such Holder (Aa) is not an affiliate of the Company Issuer within the meaning of Rule 405 under the 1933 Act (an "Affiliate")Act, (Bb) is not a broker-dealer tendering Registrable Securities Notes acquired directly from the Company or one of its Affiliates Issuer for its own account, (Cc) acquired the Exchange Securities Notes in the ordinary course of such Holder's business and (Dd) at the time of the consummation of the Exchange Offer has no arrangements or understandings with any Person person to participate in the Exchange Offer for the purpose of distributing the Exchange SecuritiesNotes) to transfer such Exchange Securities Notes from and after their receipt without any limitations or restrictions under the 1933 Act and without material restrictions under the securities laws of a substantial portion majority of the several states of the United States. In connection with the Exchange Offer, the Company willIssuer shall:

Exchange Offer. The Company and the Guarantors shall, for the benefit of the Holders, at the Company's ’s and the Guarantors’ cost, use its their commercially reasonable commercial efforts to (A) to prepare and file with the SEC the an Exchange Offer Registration Statement not later than 180 days following on an appropriate form under the original issuance of the Securities 1933 Act with respect to a proposed Exchange Offer and the issuance and delivery to the Holders, in exchange for the Registrable Securities (other than Private Exchange Securities), of a like principal amount of Exchange Securities, (B) to cause the Exchange Offer Registration Statement to be declared effective under the 1933 Act within 270 days of the original issuance of the SecuritiesAct, (C) to keep the Exchange Offer Registration Statement effective until the closing of the Exchange Offer and (D) unless the Exchange Offer would not be permitted by applicable law or SEC policy, to cause the Exchange Offer to be consummated within 315 not later than 270 days following the original issuance of the SecuritiesClosing Date. The Exchange Securities will be issued under the Indenture. Upon the effectiveness of the Exchange Offer Registration Statement, the Company and the Guarantors shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Securities for Exchange Securities (assuming that such Holder (Aa) is not an affiliate of the Company within the meaning of Rule 405 under the 1933 Act (an "Affiliate")Act, (Bb) is not a broker-dealer tendering Registrable Securities acquired directly from the Company or one of its Affiliates for its own account, (Cc) acquired the Exchange Securities in the ordinary course of such Holder's ’s business and (Dd) at the time of the consummation of the Exchange Offer has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of distributing the Exchange Securities, and has made representations to the Company to that effect) to transfer such Exchange Securities from and after their receipt without any limitations or restrictions under the 1933 Act and without material restrictions under the state securities laws of a substantial portion of the several states of the United Statesor blue sky laws. In connection with the Exchange Offer, the Company willand the Guarantors shall:

Exchange Offer. The To the extent not prohibited by any applicable law or applicable interpretation of the staff of the SEC, the Company and the Trust shall, for the benefit of the Holders, at the Company's cost, use its reasonable commercial best efforts to (Ai) cause to file be filed with the SEC within 150 days after the Issue Date an Exchange Offer Registration Statement not later than 180 days following the original issuance of on an appropriate form under the Securities with respect to a proposed Act covering the Exchange Offer and the issuance and delivery to the Holders, in exchange for the Registrable Securities, of a like principal amount of Exchange SecuritiesOffer, (Bii) to cause the such Exchange Offer Registration Statement to be declared effective under the 1933 Securities Act within 270 by the SEC not later than the date which is 180 days of after the original issuance of the SecuritiesIssue Date, and (Ciii) to keep the such Exchange Offer Registration Statement effective until for not less than 30 calendar days (or longer if required by applicable law) after the closing date notice of the Exchange Offer and (D) unless is mailed to the Exchange Offer would not be permitted by applicable law or SEC policy, to cause the Exchange Offer to be consummated within 315 days following the original issuance of the Securities. The Exchange Securities will be issued under the IndentureHolders. Upon the effectiveness of the Exchange Offer Registration Statement, the Company and the Trust shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Securities for a like principal amount of Exchange Securities Debentures or a like liquidation amount of Exchange Capital Securities, together with the Exchange Guarantee, as applicable (assuming that such Holder (A) is not an affiliate of the Company within the meaning of Rule 405 under the 1933 Securities Act (an "Affiliate"), (B) and is not a broker-dealer tendering Registrable Securities acquired directly from the Company or one of its Affiliates for its own account, (C) acquired acquires the Exchange Securities in the ordinary course of such Holder's business and (D) at the time of the consummation of the Exchange Offer has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of distributing the Exchange Securities) to transfer such Exchange Securities from and after their receipt without any limitations or restrictions under the 1933 Securities Act and without material restrictions under the state securities laws of a substantial portion of the several states of the United Statesor blue sky laws. In connection with the Exchange Offer, the Company willand the Trust shall:

Exchange Offer. The Company shall, for the benefit of the Holders, at the Company's ’s cost, use its reasonable commercial efforts (A) to prepare and, as soon as practicable but not later than 90 days following the Closing Date, file with the SEC the an Exchange Offer Registration Statement not later than 180 days following on an appropriate form under the original issuance of the Securities 1933 Act with respect to a proposed Exchange Offer and the issuance and delivery to the Holders, in exchange for the Registrable Securities (other than Private Exchange Securities), of a like principal amount of Exchange Securities, (B) use its best efforts to cause the Exchange Offer Registration Statement to be declared effective under the 1933 Act within 270 180 days of the original issuance of the SecuritiesClosing Date, (C) use its best efforts to keep the Exchange Offer Registration Statement effective until the closing of the Exchange Offer and (D) unless the Exchange Offer would not be permitted by applicable law or SEC policy, use its best efforts to cause the Exchange Offer to be consummated within 315 not later than 210 days following the original issuance of the SecuritiesClosing Date. The Exchange Securities will be issued under the Indenture. 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 enable each Holder eligible and electing to exchange Registrable Securities for Exchange Securities (assuming that such Holder (Aa) is not an affiliate of the Company within the meaning of Rule 405 under the 1933 Act (an "Affiliate")Act, (Bb) is not a broker-dealer tendering Registrable Securities acquired directly from the Company or one of its Affiliates for its own account, (Cc) acquired the Exchange Securities in the ordinary course of such Holder's ’s business and (Dd) at the time of the consummation of the Exchange Offer has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of distributing the Exchange Securities) to transfer such Exchange Securities from and after their receipt without any limitations or restrictions under the 1933 Act and without material restrictions under the state securities laws of a substantial portion of the several states of the United Statesor blue sky laws. In connection with the Exchange Offer, the Company willshall:

Exchange Offer. The Company shall, for the benefit of the Holders, at the Company's ’s cost, use its reasonable commercial efforts (A) use its best efforts to file with the SEC the an Exchange Offer Registration Statement not later than 180 within 120 days following on an appropriate form under the original issuance of the Securities 1933 Act with respect to a proposed Exchange Offer and the issuance and delivery to the Holders, in exchange for the Registrable Securities (other than Private Exchange Securities), of a like principal amount of Exchange Securities, (B) use its reasonable best efforts to cause the Exchange Offer Registration Statement to be declared effective under the 1933 Act within 270 180 days of the original issuance of the SecuritiesClosing Date, (C) use its best efforts to keep the Exchange Offer Registration Statement effective until the closing of the Exchange Offer and Offer, (D) unless the Exchange Offer would not be permitted by applicable law or SEC policy, use its best efforts to cause the Exchange Offer to be consummated within 315 not later than 210 days following the original issuance Closing Date and (E) for a period of 90 days following the consummation of the Securitiesexchange offer, to make available a prospectus meeting the requirements of the Securities Act to any such participating broker-dealer for use in connection with any resale of any exchange notes acquired in the exchange offer. The Exchange Securities will be issued under the Indenture. 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 enable each Holder eligible and electing to exchange Registrable Securities for Exchange Securities (assuming that such Holder (Aa) is not an affiliate of the Company within the meaning of Rule 405 under the 1933 Act (an "Affiliate")Act, (Bb) is not a broker-dealer tendering Registrable Securities acquired directly from the Company or one of its Affiliates for its own account, (Cc) acquired the Exchange Securities in the ordinary course of such Holder's ’s business and (Dd) at the time of the consummation of the Exchange Offer has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of distributing the Exchange Securities) to transfer such Exchange Securities from and after their receipt without any limitations or restrictions under the 1933 Act and without material restrictions under the state securities laws of a substantial portion of the several states of the United Statesor blue sky laws. In connection with the Exchange Offer, the Company willshall:

Exchange Offer. The Company shall, for the benefit of the Holders, at the Company's ’s cost, use its reasonable commercial efforts (A) to file with the SEC SEC, within 120 days after the Settlement Date, the Exchange Offer Registration Statement not later than 180 days following the original issuance of the Securities with respect to a proposed the Exchange Offer and the issuance and delivery to the Holders, in exchange for the Registrable Securities, of a like principal amount of Exchange Securities, (B) to cause the Exchange Offer Registration Statement to be declared effective under the 1933 Act within 270 180 days of following the original issuance of Settlement Date (unless the SecuritiesExchange Offer Registration Statement is reviewed by the SEC, in which case within 240 days following the Settlement Date), (C) to keep the Exchange Offer Registration Statement effective until the closing of the Exchange Offer and (D) unless the Exchange Offer would not be permitted by applicable law or SEC policy, to cause the Exchange Offer to be consummated within 315 225 days following the original issuance of Settlement Date (unless the SecuritiesExchange Offer Registration Statement is reviewed by the SEC, in which case within 285 days following the Settlement Date). The Exchange Securities will be issued under the Indenture. 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 enable each Holder eligible and electing to exchange Registrable Securities for Exchange Securities (assuming that such Holder (A) is not an affiliate of the Company within the meaning of Rule 405 under the 1933 Act (an "“Affiliate"”), (B) is not a broker-dealer tendering Registrable Securities acquired directly from the Company or one of its Affiliates for its own account, (C) acquired the Exchange Securities in the ordinary course of such Holder's ’s business and (D) at the time of the consummation of the Exchange Offer has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of distributing the Exchange Securities) to transfer such Exchange Securities from and after their receipt without any limitations or restrictions under the 1933 Act and without material restrictions under the securities laws of a substantial portion of the several states of the United States. In connection with the Exchange Offer, the Company will:

Exchange Offer. The Company shall, for the benefit of the Holders, at the Company's cost, use its reasonable commercial efforts (A) use its best efforts to file with the SEC the an Exchange Offer Registration Statement not later than 180 within 90 days following on an appropriate form under the original issuance of the Securities 1933 Act with respect to a proposed Exchange Offer and the issuance and delivery to the Holders, in exchange for the Registrable Securities (other than Private Exchange Securities), of a like principal amount of Exchange Securities, (B) use its reasonable best efforts to cause the Exchange Offer Registration Statement to be declared effective under the 1933 Act within 270 150 days of the original issuance of the SecuritiesClosing Date, (C) use its best efforts to keep the Exchange Offer Registration Statement effective until the closing of the Exchange Offer and Offer, (D) unless the Exchange Offer would not be permitted by applicable law or SEC policy, use its best efforts to cause the Exchange Offer to be consummated within 315 not later than 180 days following the original issuance Closing Date and (E) for a period of 90 days following the consummation of the Securitiesexchange offer, to make available a prospectus meeting the requirements of the Securities Act to any such participating broker-dealer for use in connection with any resale of any exchange notes acquired in the exchange offer. The Exchange Securities will be issued under the Indenture. 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 enable each Holder eligible and electing to exchange Registrable Securities for Exchange Securities (assuming that such Holder (Aa) is not an affiliate of the Company within the meaning of Rule 405 under the 1933 Act (an "Affiliate")Act, (Bb) is not a broker-dealer tendering Registrable Securities acquired directly from the Company or one of its Affiliates for its own account, (Cc) acquired the Exchange Securities in the ordinary course of such Holder's business and (Dd) at the time of the consummation of the Exchange Offer has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of distributing the Exchange Securities) to transfer such Exchange Securities from and after their receipt without any limitations or restrictions under the 1933 Act and without material restrictions under the state securities laws of a substantial portion of the several states of the United Statesor blue sky laws. In connection with the Exchange Offer, the Company willshall:

Exchange Offer. The To the extent not prohibited by any applicable law or applicable interpretation of the staff of the SEC, the Company shall, for the benefit of the Holders, at the Company's cost, use its reasonable commercial efforts (Ai) cause to file be filed with the SEC the an Exchange Offer Registration Statement not later than 180 days following the original issuance of on an appropriate form under the Securities with respect to a proposed Act covering the Exchange Offer and the issuance and delivery to the Holders, in exchange for the Registrable Securities, of a like principal amount of Exchange SecuritiesOffer, (Bii) use its reasonable best efforts to cause the such Exchange Offer Registration Statement to be declared effective under the 1933 Securities Act within 270 by the SEC not later than the date which is 180 days of after the original issuance of the SecuritiesIssue Date, and (Ciii) use its reasonable best efforts to keep the such Exchange Offer Registration Statement effective until for not less than 30 calendar days (or longer if required by applicable law) after the closing date notice of the Exchange Offer and (D) unless is mailed to the Exchange Offer would not be permitted by applicable law or SEC policy, to cause the Exchange Offer to be consummated within 315 days following the original issuance of the Securities. The Exchange Securities will be issued under the IndentureHolders. 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 enable each Holder eligible and electing to exchange Registrable Securities for a like principal amount of Exchange Securities Notes (assuming that such Holder (A) is not an affiliate of the Company within the meaning of Rule 405 under the 1933 Securities Act (an "Affiliate"), (B) and is not a broker-dealer tendering Registrable Securities acquired directly from the Company or one of its Affiliates for its own account, (C) acquired acquires the Exchange Securities in the ordinary course of such Holder's business and (D) at the time of the consummation of the Exchange Offer has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of distributing the Exchange Securities) (any Holder meeting all such requirements, hereinafter an "Eligible Holder"), and to transfer such Exchange Securities from and after their receipt without any limitations or restrictions under the 1933 Securities Act and without material restrictions under the state securities laws of a substantial portion of the several states of the United Statesor blue sky laws. In connection with the Exchange Offer, the Company willshall:

Exchange Offer. The Company Operating Partnership shall, for the benefit of the Holders, at the CompanyOperating Partnership's cost, (A) use its reasonable commercial best efforts (A) to prepare and, as soon as practicable but not later than 90 days after the Closing Date, file with the SEC the an Exchange Offer Registration Statement not later than 180 days following on an appropriate form under the original issuance of the Securities 1933 Act with respect to a proposed Exchange Offer and the issuance and delivery to the Holders, in exchange for the Registrable Securities (other than Private Exchange Securities), of a like principal amount of Exchange Securities, (B) use its reasonable best efforts to cause the Exchange Offer Registration Statement to be declared effective under the 1933 Act within 270 135 days of the original issuance of the SecuritiesClosing Date, (C) use its reasonable best efforts to keep the Exchange Offer Registration Statement effective until the closing of the Exchange Offer Offer, and (D) unless the Exchange Offer would not be permitted by applicable law or SEC policy, use its reasonable best efforts to cause the Exchange Offer to be consummated within 315 not later than 180 days following the original issuance of the SecuritiesClosing Date. The Exchange Securities will shall be issued under the Indenture. Upon the effectiveness of the Exchange Offer Registration Statement, the Company Operating Partnership shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Securities for Exchange Securities (assuming that such Holder (Aa) is not an affiliate of the Company Operating Partnership within the meaning of Rule 405 under the 1933 Act (an "Affiliate")Act, (Bb) is not a broker-dealer tendering Registrable Securities acquired directly from the Company or one of its Affiliates Operating Partnership for its own account, (Cc) acquired the Exchange Securities in the ordinary course of such Holder's business and business, or (Dd) at the time of the consummation of the Exchange Offer has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of distributing the Exchange Securities) to transfer such Exchange Securities from and after their receipt without any limitations or restrictions under the 1933 Act and without material restrictions under the state securities laws of a substantial portion of the several states of the United Statesor blue sky laws. In connection with the Exchange Offer, the Company willOperating Partnership shall:

Exchange Offer. The Except as set forth in Section 2(b) below, the Company shall, for the benefit of the Holders, at the Company's cost, use its reasonable commercial efforts (Ai) cause to file be filed with the SEC Commission on or prior to the 90th day after the Issue Date an Exchange Offer Registration Statement not later than 180 days following the original issuance of on an appropriate form under the Securities with respect to a proposed Exchange Offer and the issuance and delivery Act relating to the Holders, in exchange for the Registrable Securities, of a like principal amount of Exchange SecuritiesOffer, (Bii) use its reasonable best efforts to cause the such Exchange Offer Registration Statement to be declared effective under the 1933 Securities Act within 270 days by the Commission on or prior to the 270th day after the Issue Date, (iii) use its reasonable best efforts to keep such Exchange Offer Registration Statement effective for not less than 20 Business Days (or longer if required by applicable law or extended by the Company, at the option of the original issuance Company) after the date notice of the SecuritiesExchange Offer is mailed to the Holders to and including the closing of the Exchange Offer, and (Civ) use its reasonable best efforts to keep complete the Exchange Offer no later than 45 days after the Exchange Offer Registration Statement effective until the closing of the Exchange Offer and (D) unless the Exchange Offer would not be permitted by applicable law or SEC policy, to cause the Exchange Offer to be consummated within 315 days following the original issuance of the Securitiesbecomes effective. The Exchange Securities will be issued under the Indenture. Upon Promptly after 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 enable each Holder eligible and electing to exchange Registrable Securities Notes for a like principal amount of Exchange Securities Notes (assuming provided that such Holder (Aw) is not an affiliate Affiliate of the Company within the meaning of Rule 405 under the 1933 Act (an "Affiliate")Company, (Bx) is not a broker-dealer an Initial Purchaser tendering Registrable Securities Notes acquired directly from the Company or one of its Affiliates for its own accounton the Issue Date, (Cy) acquired the Exchange Securities Notes in the ordinary course of such Holder's business and (Dz) at the time of the consummation of the Exchange Offer has no arrangements or understandings with any Person to participate in the Exchange Offer for distribution (within the purpose meaning of distributing the Securities Act) of the Exchange SecuritiesNotes) to transfer such Exchange Securities Notes from and after their receipt without any limitations or restrictions under the 1933 Securities Act and without material restrictions or under the securities or blue sky laws of a substantial portion of the several states any state of the United StatesStates or other jurisdiction. In connection with the Exchange Offer, the Company willshall:

Exchange Offer. The Company Co-Issuers and the Guarantors shall, for the benefit of the Holders, at the Company's Co-Issuers’ and the Guarantors’ cost, use its reasonable commercial efforts (A) to prepare and file with the SEC no later than 210 days after the Closing Date, an Exchange Offer Registration Statement not later than 180 days following on an appropriate form under the original issuance of the Securities 1933 Act with respect to a proposed Exchange Offer and the issuance and delivery to the Holders, in exchange for the Registrable Securities (other than Private Exchange Securities), of a like principal amount of Exchange Securities, (B) use their commercially reasonable efforts to cause the Exchange Offer Registration Statement to be declared effective effective, under the 1933 Act within 270 not later than 330 days of after the original issuance of the SecuritiesClosing Date, (C) use their commercially reasonable efforts to keep the Exchange Offer Registration Statement effective until the closing of the Exchange Offer and Offer, (D) unless the Exchange Offer would not be permitted by applicable law or SEC policy, use their commercially reasonable efforts to cause the Exchange Offer to be consummated within 315 not later than 395 days following after the original issuance of the Securities. The Exchange Securities will be issued under the Indenture. Upon Closing Date, and (E) 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 enable each Holder eligible and electing to exchange Registrable Securities for Exchange Securities (assuming provided that such Holder (Aa) is not an affiliate of the Company either Co-Issuer within the meaning of Rule 405 under the 1933 Act (an "Affiliate")Act, (Bb) is not a broker-dealer tendering Registrable Securities acquired directly from the Company or one of its Affiliates Co-Issuers for its own account, (Cc) acquired the Exchange Securities in the ordinary course of such Holder's ’s business and (Dd) at the time of the consummation of the Exchange Offer has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of distributing the Exchange Securities) to transfer such Exchange Securities from and after their receipt without any limitations or restrictions under the 1933 Act and without material restrictions under the state securities laws of a substantial portion of the several states of the United Statesor blue sky laws. In connection with the Exchange Offer, the Company willCo-Issuers and the Guarantors shall:

Exchange Offer. The Company shall, for the benefit of the Holders, at the Company's cost, use its reasonable commercial efforts (A) to prepare and, as soon as practicable but not later than 60 days following the Closing Date, file with the SEC the an Exchange Offer Registration Statement not later than 180 days following on an appropriate form under the original issuance of the Securities 1933 Act with respect to a proposed Exchange Offer and the issuance and delivery to the Holders, in exchange for the Registrable Securities (other than Private Exchange Securities), of a like principal amount of Exchange Securities, (B) use its best efforts to cause the Exchange Offer Registration Statement to be declared effective under the 1933 Act within 270 120 days of the original issuance of the SecuritiesClosing Date, (C) use its best efforts to keep the Exchange Offer Registration Statement effective until the closing of the Exchange Offer and (D) unless the Exchange Offer would not be permitted by applicable law or SEC policy, use its best efforts to cause the Exchange Offer to be consummated within 315 not later than 150 days following the original issuance of the SecuritiesClosing Date. The Exchange Securities will be issued under the Indenture. 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 enable each Holder eligible and electing to exchange Registrable Securities for Exchange Securities (assuming that such Holder (Aa) is not an affiliate of the Company within the meaning of Rule 405 under the 1933 Act (an "Affiliate")Act, (Bb) is not a broker-dealer tendering Registrable Securities acquired directly from the Company or one of its Affiliates for its own account, (Cc) acquired the Exchange Securities in the ordinary course of such Holder's business and (Dd) at the time of the consummation of the Exchange Offer has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of distributing the Exchange Securities) to transfer such Exchange Securities from and after their receipt without any limitations or restrictions under the 1933 Act and without material restrictions under the state securities laws of a substantial portion of the several states of the United Statesor blue sky laws. In connection with the Exchange Offer, the Company willshall:

Exchange Offer. The Except as set forth in Section 2(b) below, the Company shall, for the benefit of the Holders, at the Company's cost, use its reasonable commercial efforts (Ai) to file with the SEC within 210 calendar days after the Closing Date an Exchange Offer Registration Statement not later than 180 days following the original issuance of on an appropriate form under the Securities with respect to a proposed Exchange Offer and the issuance and delivery Act relating to the Holders, in exchange for the Registrable Securities, of a like principal amount of Exchange SecuritiesOffer, (Bii) use its reasonable best efforts to cause the such Exchange Offer Registration Statement to be declared effective under the 1933 Securities Act within by the SEC not later than the date which is 270 calendar days of after the original issuance of Closing Date, and (iii) provided such Exchange Offer Registration Statement has been declared effective under the SecuritiesSecurities Act by the SEC, (C) to promptly commence the Exchange Offer and keep the Exchange Offer open for not less than 30 days, or longer if required by applicable law, after the date on which such Registration Statement was declared effective until by the closing SEC (such period referred to herein as the "Exchange Period") and at the termination thereof, issue Exchange Notes in exchange for all Registrable Notes tendered prior thereto in the Exchange Offer. Each Holder of Registrable Notes to be exchanged in the Exchange Offer and (D) unless the Exchange Offer would not shall be permitted by applicable law or SEC policyrequired, as a condition to cause the Exchange Offer to be consummated within 315 days following the original issuance of the Securities. The Exchange Securities will be issued under the Indenture. Upon the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence participating in the Exchange Offer, to represent that it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Securities for Exchange Securities (assuming that such Holder (A) is not an affiliate of the Company within the meaning of Rule 405 under the 1933 Act (an "Affiliate"), (B) is not a broker-dealer tendering Registrable Securities acquired directly from the Company or one of its Affiliates for its own account, (C) acquired acquires the Exchange Securities Notes in the ordinary course of such Holder's business and that it (Di) is not an Affiliate of the Company, (ii) does not hold any Notes to be exchanged for Exchange Notes in the Exchange Offer that were acquired other than in the ordinary course of business, (iii) is not a broker-dealer tendering Registrable Notes acquired directly from the Company, (iv) at the time of the consummation of the Exchange Offer Offer, has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of distributing the Exchange Securities) to transfer such Exchange Securities from and after their receipt without any limitations or restrictions under the 1933 Act and without material restrictions under the securities laws of a substantial portion of the several states of the United StatesNotes. In connection with the Exchange Offer, the Company willshall:

Exchange Offer. The Company shall, for the benefit of the Holders, at the Company's ’s cost, use its reasonable commercial efforts (A) to prepare and, as soon as practicable but not later than 210 days following the Closing Date, file with the SEC the an Exchange Offer Registration Statement not later than 180 days following on an appropriate form under the original issuance of the Securities 1933 Act with respect to a proposed Exchange Offer and the issuance and delivery to the Holders, in exchange for the Registrable Securities (other than Private Exchange Securities), of a like principal amount of Exchange Securities, (B) use its reasonable best efforts to cause the Exchange Offer Registration Statement to be declared effective under the 1933 Act within 270 days of the original issuance of the SecuritiesClosing Date, (C) use its reasonable best efforts to keep the Exchange Offer Registration Statement effective until the closing of the Exchange Offer and (D) unless the Exchange Offer would not be permitted by applicable law or SEC policy, use its reasonable best efforts to cause the Exchange Offer to be consummated within not later than 315 days following the original issuance of the SecuritiesClosing Date. The Exchange Securities will be issued under the Indenture. 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 enable each Holder eligible and electing to exchange Registrable Securities for Exchange Securities (assuming that such Holder (Aa) is not an affiliate of the Company within the meaning of Rule 405 under the 1933 Act (an "Affiliate")Act, (Bb) is not a broker-dealer tendering Registrable Securities acquired directly from the Company or one of its Affiliates for its own account, (Cc) acquired the Exchange Securities in the ordinary course of such Holder's ’s business and (Dd) at the time of the consummation of the Exchange Offer has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of distributing the Exchange Securities) to transfer such Exchange Securities from and after their receipt without any limitations or restrictions under the 1933 Act and without material restrictions under the state securities laws of a substantial portion of the several states of the United Statesor blue sky laws. In connection with the Exchange Offer, the Company willshall:

Exchange Offer. The Unless the Exchange Offer shall not be permissible under applicable law or SEC policy, prior to the 365th calendar day following the Closing Date the Company shall, for the benefit of the Holders, at the Company's ’s cost, use its commercially reasonable commercial efforts to, (A) to prepare and file with the SEC the SEC, an Exchange Offer Registration Statement not later than 180 days following on an appropriate form under the original issuance of the Securities 1933 Act with respect to a proposed Exchange Offer and the issuance and delivery to the Holders, in exchange for the Registrable Securities (other than Private Exchange Securities), of a like principal amount of Exchange Securities, (B) to cause the Exchange Offer Registration Statement to become or be declared effective under the 1933 Act within 270 days of the original issuance of the SecuritiesAct, (C) to keep the Exchange Offer Registration Statement effective until the closing of the Exchange Offer and (D) unless the Exchange Offer would not be permitted by applicable law or SEC policy, to cause the Exchange Offer to be consummated within 315 days on or prior to the 425th calendar day following the original issuance of the Securities. The Exchange Securities will be issued under the IndentureClosing Date. 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 enable each Holder eligible and electing to exchange Registrable Securities for Exchange Securities (assuming that such Holder (Aa) is not an affiliate of the Company within the meaning of Rule 405 under the 1933 Act (an "Affiliate")Act, (Bb) is not a broker-dealer tendering Registrable Securities acquired directly from the Company or one of its Affiliates for its own account, (Cc) acquired the Exchange Securities in the ordinary course of such Holder's ’s business and (Dd) at the time of the consummation of the Exchange Offer has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of distributing the Exchange Securities) to transfer such Exchange Securities from and after their receipt without any limitations or restrictions under the 1933 Act and without material restrictions under the state securities laws of a substantial portion of the several states of the United Statesor blue sky laws. In connection with the Exchange Offer, the Company willshall:

Exchange Offer. The Company and the Guarantors shall, for the benefit of the Holders, at the Company's ’s and the Guarantors’ cost, use its their reasonable commercial best efforts to (A) to prepare and, as soon as practicable but not later than 90 days following the Closing Date, file with the SEC the an Exchange Offer Registration Statement not later than 180 days following on an appropriate form under the original issuance of the Securities 1933 Act with respect to a proposed Exchange Offer and the issuance and delivery to the Holders, in exchange for the Registrable Securities (other than Private Exchange Securities), of a like principal amount of Exchange Securities, (B) to cause the Exchange Offer Registration Statement to be declared effective under the 1933 Act within 270 150 days of the original issuance of the SecuritiesClosing Date, (C) to keep the Exchange Offer Registration Statement effective until the closing of the Exchange Offer and (D) unless the Exchange Offer would not be permitted by applicable law or SEC policy, to cause the Exchange Offer to be consummated within 315 not later than 180 days following the original issuance of the SecuritiesClosing Date. The Exchange Securities will be issued under the Indenture. Upon the effectiveness of the Exchange Offer Registration Statement, the Company and the Guarantors shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Securities for Exchange Securities (assuming that such Holder or holder (Aa) is not an affiliate of the Company within the meaning of Rule 405 under the 1933 Act (an "Affiliate")Act, (Bb) is not a broker-dealer tendering Registrable Securities acquired directly from the Company or one of its Affiliates for its own account, (Cc) acquired the Exchange Securities in the ordinary course of such Holder's ’s or holder’s business and (Dd) at the time of the consummation of the Exchange Offer has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of distributing the Exchange Securities) to transfer such Exchange Securities from and after their receipt without any limitations or restrictions under the 1933 Act and without material restrictions under the state securities laws of a substantial portion of the several states of the United Statesor blue sky laws. In connection with the Exchange Offer, the Company willand the Guarantors shall:

Exchange Offer. The To the extent not prohibited by any applicable law or applicable interpretation of the staff of the SEC, the Company shall, for the benefit of the Holders, at the Company's cost, use its reasonable commercial efforts (Ai) cause to file be filed with the SEC the an Exchange Offer Registration Statement not later than 180 days following the original issuance of on an appropriate form under the Securities with respect to a proposed Act covering the Exchange Offer and the issuance and delivery to the Holders, in exchange for the Registrable Securities, of a like principal amount of Exchange SecuritiesOffer, (Bii) use its reasonable best efforts to cause the such Exchange Offer Registration Statement to be declared effective under the 1933 Securities Act within by the SEC not later than the date that is 270 days after the Issue Date and (iii) promptly offer the Exchange Notes in exchange for surrender of the original issuance Notes upon the effectiveness of the Securities, (C) to keep the Exchange Offer Registration Statement effective until the closing of Statement, and consummate the Exchange Offer and (D) unless the Exchange Offer would not be permitted by applicable law or SEC policy, to cause the Exchange Offer to be consummated within 315 days following after the original issuance of the Securities. The Exchange Securities will be issued under the IndentureIssue Date. Upon the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Exchange Offer, it being understood that the objective of such Exchange Offer is to enable each Holder eligible and electing to exchange Registrable Securities for a like principal amount of Exchange Securities Notes (assuming that such Holder (A) is not an affiliate of the Company within the meaning of Rule 405 under the 1933 Securities Act (an "Affiliate"), (B) and is not a broker-dealer tendering Registrable Securities acquired directly from the Company or one of its Affiliates for its own account, (C) acquired acquires the Exchange Securities Notes in the ordinary course of such Holder's business and (D) at the time of the consummation of the Exchange Offer has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of distributing the Exchange SecuritiesNotes) (any Holder meeting all such requirements, hereinafter an "Eligible Holder"), and to transfer such Exchange Securities Notes from and after their receipt without any limitations or restrictions under the 1933 Securities Act and without material restrictions under the state securities laws of a substantial portion of the several states of the United Statesor blue sky laws. In connection with the Exchange Offer, the Company willshall:

Exchange Offer. The Company shall, for the benefit of the Holders, at the Company's cost, use its reasonable commercial efforts (Ai) to prepare and, as soon as practicable but not later than 30 days following the Closing Date, file with the SEC the an Exchange Offer Registration Statement not later than 180 days following on an appropriate form under the original issuance of the Securities 1933 Act with respect to a proposed Exchange Offer and the issuance and delivery to the Holders, in exchange for the Registrable Securities (other than Private Exchange Securities), of a like principal amount of Exchange Securities, (Bii) use its best efforts to cause the Exchange Offer Registration Statement to be declared effective under the 1933 Act within 270 90 days of the original issuance of the SecuritiesClosing Date, (Ciii) use its best efforts to keep the Exchange Offer Registration Statement effective until the closing of the Exchange Offer and (Div) unless the Exchange Offer would not be permitted by applicable law or SEC policy, use its best efforts to cause the Exchange Offer to be consummated within 315 not later than 150 days following the original issuance of the SecuritiesClosing Date. The Exchange Securities will be issued under the Indenture. 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 enable each Holder eligible and electing to exchange Registrable Securities for Exchange Securities (assuming that such Holder (Ai) is not an affiliate of the Company within the meaning of Rule 405 under the 1933 Act (an "Affiliate")Act, (Bii) is not a broker-dealer tendering Registrable Securities acquired directly from the Company or one of its Affiliates for its own account, (Ciii) acquired the Exchange Securities in the ordinary course of such Holder's business and (Div) at the time of the consummation of the Exchange Offer has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of distributing the Exchange Securities) to transfer such Exchange Securities from and after their receipt without any limitations or restrictions under the 1933 Act and without material restrictions under the state securities laws of a substantial portion of the several states of the United Statesor blue sky laws. In connection with the Exchange Offer, the Company willshall:

Exchange Offer. The Company Co-Issuers and the Guarantors shall, for the benefit of the Holders, at the Company's Co-Issuers’ and the Guarantors’ cost, use its reasonable commercial efforts (A) to prepare and file with the SEC no later than 270 days after the Closing Date, an Exchange Offer Registration Statement not later than 180 days following on an appropriate form under the original issuance of the Securities 1933 Act with respect to a proposed Exchange Offer and the issuance and delivery to the Holders, in exchange for the Registrable Securities (other than Private Exchange Securities), of a like principal amount of Exchange Securities, (B) use their commercially reasonable efforts to cause the Exchange Offer Registration Statement to be declared effective effective, under the 1933 Act within 270 not later than 365 days of after the original issuance of the SecuritiesClosing Date, (C) use their commercially reasonable efforts to keep the Exchange Offer Registration Statement effective until the closing of the Exchange Offer and Offer, (D) unless the Exchange Offer would not be permitted by applicable law or SEC policy, use their commercially reasonable efforts to cause the Exchange Offer to be consummated within 315 not later than 400 days following after the original issuance of the Securities. The Exchange Securities will be issued under the Indenture. Upon Closing Date, and (E) 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 enable each Holder eligible and electing to exchange Registrable Securities for Exchange Securities (assuming provided that such Holder (Aa) is not an affiliate of the Company either Co-Issuer within the meaning of Rule 405 under the 1933 Act (an "Affiliate")Act, (Bb) is not a broker-dealer tendering Registrable Securities acquired directly from the Company or one of its Affiliates Co-Issuers for its own account, (Cc) acquired the Exchange Securities in the ordinary course of such Holder's ’s business and (Dd) at the time of the consummation of the Exchange Offer has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of distributing the Exchange Securities) to transfer such Exchange Securities from and after their receipt without any limitations or restrictions under the 1933 Act and without material restrictions under the state securities laws of a substantial portion of the several states of the United Statesor blue sky laws. In connection with the Exchange Offer, the Company willCo-Issuers and the Guarantors shall:

Exchange Offer. The To the extent not prohibited by any applicable law or applicable interpretation of the staff of the SEC, the Company shall, for the benefit of the Holders, at the Company's cost, use its reasonable commercial best efforts to (Ai) cause to file be filed with the SEC within 60 days after the Closing Time an Exchange Offer Registration Statement not later than 180 days following the original issuance of on an appropriate form under the Securities with respect to a proposed Act covering the Exchange Offer and the issuance and delivery to the Holders, in exchange for the Registrable Securities, of a like principal amount of Exchange SecuritiesOffer, (Bii) to cause the such Exchange Offer Registration Statement to be declared effective under the 1933 Securities Act within 270 by the SEC not later than the date which is 120 days of after the original issuance of the SecuritiesClosing Time, (Ciii) to keep the such Exchange Offer Registration Statement effective until the closing consummation of the Exchange Offer and (Div) unless the Exchange Offer would not be permitted by applicable law or SEC policy, to cause the Exchange Offer to be consummated within 315 not later than 150 days following after the original issuance of the SecuritiesClosing Time. The Exchange Securities will be issued under the Indenture. 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 enable each Holder eligible and electing to exchange Registrable Securities for a like principal amount of Exchange Securities (assuming that such Holder (A) is not an affiliate of the Company within the meaning of Rule 405 under the 1933 Securities Act (an "Affiliate"), (B) and is not a broker-dealer tendering Registrable Securities acquired directly from the Company or one of its Affiliates for its own account, (C) acquired acquires the Exchange Securities in the ordinary course of such Holder's business and (D) at the time of the consummation of the Exchange Offer has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of distributing the Exchange Securities) to transfer such Exchange Securities from and after their receipt without any limitations or restrictions under the 1933 Securities Act and without material restrictions under the state securities laws of a substantial portion of the several states of the United Statesor blue sky laws. In connection with the Exchange Offer, the Company willshall:

Exchange Offer. The Company Issuers shall, for the benefit of the Holders, at the Company's Issuers' cost, use its reasonable commercial efforts (A) to prepare and, as soon as practicable but not later than 45 days following the Closing Date, file with the SEC the an Exchange Offer Registration Statement not later than 180 days following on an appropriate form under the original issuance of the Securities 1933 Act with respect to a proposed Exchange Offer and the issuance and delivery to the Holders, in exchange for the Registrable Transfer Restricted Securities (other than Private Exchange Securities), of a like principal amount of Exchange Securities, (B) use their reasonable best efforts to cause the Exchange Offer Registration Statement to be declared effective under the 1933 Act within 270 on or prior to 150 days of from the original issuance of the SecuritiesClosing Date, (C) use their reasonable best efforts to keep the Exchange Offer Registration Statement effective until the closing of the Exchange Offer and (D) unless the Exchange Offer would not be permitted by applicable law or SEC policy, use their reasonable best efforts to cause the Exchange Offer to be consummated within 315 on or prior to 30 business days following the original issuance of date on which the SecuritiesExchange Offer Registration Statement was declared effective by the SEC. The Exchange Securities will be issued under the Indenture. Upon the effectiveness of the Exchange Offer Registration Statement, the Company Issuers shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Transfer Restricted Securities for Exchange Securities (assuming that such Holder (Aa) is not an affiliate of the Company Issuers within the meaning of Rule 405 under the 1933 Act (an "Affiliate")Act, (Bb) is not a broker-dealer tendering Registrable Transfer Restricted Securities acquired directly from the Company or one of its Affiliates Issuers for its own account, (Cc) acquired the Exchange Securities in the ordinary course of such Holder's business and (Dd) at the time of the consummation of the Exchange Offer has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of distributing the Exchange Securities) and to transfer such Exchange Securities from and after their receipt without any limitations or restrictions under the 1933 Act and without material restrictions under the state securities laws of a substantial portion of the several states of the United Statesor blue sky laws. In connection with the Exchange Offer, the Company willIssuers shall:

Exchange Offer. The Company shall, for the benefit of the Holders, at the Company's cost, use its reasonable commercial efforts (Ai) to prepare and, as soon as practicable but not later than 30 days following the Closing Date, file with the SEC the an Exchange Offer Registration Statement not later than 180 days following on an appropriate form under the original issuance of the Securities 1933 Act with respect to a proposed Exchange Offer and the issuance and delivery to the Holders, in exchange for the Registrable Securities (other than Private Exchange Securities), of a like principal amount of Exchange Securities, (Bii) use its best efforts to cause the Exchange Offer Registration Statement to be declared effective under the 1933 Act within 270 90 days of the original issuance of the SecuritiesClosing Date, (Ciii) use its best efforts to keep the Exchange Offer Registration Statement effective until the closing of the Exchange Offer and (Div) unless the Exchange Offer would not be permitted by applicable law or SEC policy, use its best efforts to cause the Exchange Offer to be consummated within 315 not later than 150 days following the original issuance of the SecuritiesClosing Date. The Exchange Securities will be issued under the Indenture. 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 enable each Holder eligible and electing to exchange Registrable Securities for Exchange Securities (assuming that such Holder (Ai) is not an affiliate of the Company within the meaning of Rule 405 under the 1933 Act (an "Affiliate")Act, (Bii) is not a broker-dealer tendering Registrable Securities acquired directly di- rectly from the Company or one of its Affiliates for its own account, (Ciii) acquired the Exchange Securities in the ordinary course of such Holder's business and (Div) at the time of the consummation of the Exchange Offer has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of distributing the Exchange Securities) to transfer such Exchange Securities from and after their receipt without any limitations or restrictions under the 1933 Act and without material restrictions under the state securities laws of a substantial portion of the several states of the United Statesor blue sky laws. In connection with the Exchange Offer, the Company willshall:

Exchange Offer. The To the extent not prohibited by any applicable law or applicable interpretation of the staff of the SEC, the Company and the Trust shall, for the benefit of the Holders, at the Company's cost, use its reasonable commercial their best efforts to (Ai) cause to file be filed with the SEC within 150 days after the Issue Date an Exchange Offer Registration Statement not later than 180 days following the original issuance of on an appropriate form under the Securities with respect to a proposed Act covering the Exchange Offer and the issuance and delivery to the Holders, in exchange for the Registrable Securities, of a like principal amount of Exchange SecuritiesOffer, (Bii) to cause the such Exchange Offer Registration Statement to be declared effective under the 1933 Securities Act within 270 180 days of after the original issuance of the SecuritiesIssue Date, and (Ciii) to keep the such Exchange Offer Registration Statement effective until for not less than 30 calendar days (or longer if required by applicable law) after the closing date notice of the Exchange Offer and (D) unless has been mailed to the Exchange Offer would not be permitted by applicable law or SEC policy, to cause the Exchange Offer to be consummated within 315 days following the original issuance of the Securities. The Exchange Securities will be issued under the IndentureHolders. Upon the effectiveness of the Exchange Offer Registration Statement, the Company and the Trust shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Securities for a like principal amount of Exchange Securities Debentures or a like liquidation amount of Exchange Capital Securities, together with the Exchange Guarantee, as applicable (assuming that such Holder (Ai) is not an affiliate Affiliate of the Company within the meaning of Rule 405 under the 1933 Act (an "Affiliate")Company, (Bii) is not a broker-dealer tendering Registrable Securities acquired directly from the Company or one of its Affiliates for its own account, (Ciii) acquired acquires the Exchange Securities in the ordinary course of such Holder's business and (Div) at the time of the consummation of the Exchange Offer has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of distributing the Exchange Securities) to transfer such Exchange Securities from and after their receipt without any limitations or restrictions under the 1933 Securities Act and without material restrictions under the state securities laws of a substantial portion of the several states of the United Statesor blue sky laws. In connection with the Exchange Offer, the Company willand the Trust shall:

Exchange Offer. The To the extent not prohibited by any applicable law or applicable interpretation of the staff of the SEC, the Company shall, for the benefit of the Holders, at the Company's cost, use its reasonable commercial efforts (Ai) cause to file be filed with the SEC the an Exchange Offer Registration Statement not later than 180 days following the original issuance of on an appropriate form under the Securities with respect to a proposed Act covering the Exchange Offer and the issuance and delivery to the Holders, in exchange for the Registrable Securities, of a like principal amount of Exchange SecuritiesOffer, (Bii) use its reasonable best efforts to cause the such Exchange Offer Registration Statement to be declared effective under the 1933 Securities Act within by the SEC not later than the date which is 270 days after the Issue Date and (iii) promptly offer the Exchange Notes in exchange for surrender of the original issuance Notes upon the effectiveness of the Securities, (C) to keep the Exchange Offer Registration Statement effective until the closing of Statement, and consummate the Exchange Offer and (D) unless the Exchange Offer would not be permitted by applicable law or SEC policy, to cause the Exchange Offer to be consummated within 315 days following after the original issuance of the Securities. The Exchange Securities will be issued under the IndentureIssue Date. Upon the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Exchange Offer, it being understood that the objective of such Exchange Offer is to enable each Holder eligible and electing to exchange Registrable Securities for a like principal amount of Exchange Securities Notes (assuming that such Holder (A) is not an affiliate of the Company within the meaning of Rule 405 under the 1933 Securities Act (an "Affiliate"), (B) and is not a broker-dealer tendering Registrable Securities acquired directly from the Company or one of its Affiliates for its own account, (C) acquired acquires the Exchange Securities in the ordinary course of such Holder's business and (D) at the time of the consummation of the Exchange Offer has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of distributing the Exchange Securities) (any Holder meeting all such requirements, hereinafter an "Eligible Holder"), and to transfer such Exchange Securities Notes from and after their receipt without any limitations or restrictions under the 1933 Securities Act and without material restrictions under the state securities laws of a substantial portion of the several states of the United Statesor blue sky laws. In connection with the Exchange Offer, the Company willshall:

Exchange Offer. The Company and the Guarantors shall, for the benefit of the Holders, at the Company's cost, use its reasonable commercial efforts (A) to prepare and, as soon as practicable but not later than 90 days following the Closing Date, file with the SEC the an Exchange Offer Registration Statement not later than 180 days following on an appropriate form under the original issuance of the Securities 1933 Act with respect to a proposed Exchange Offer and the issuance and delivery to the Holders, in exchange for the Registrable Securities (other than Private Exchange Securities), of a like principal amount of Exchange Securities, (B) use its best efforts to cause the Exchange Offer Registration Statement to be declared effective under the 1933 Act within 270 180 days of the original issuance of the SecuritiesClosing Date, (C) use its best efforts to keep the Exchange Offer Registration Statement effective until the closing of the Exchange Offer and (D) unless the Exchange Offer would not be permitted by applicable law or SEC policy, use its best efforts to cause the Exchange Offer to be consummated within 315 not later than 210 days following the original issuance of the SecuritiesClosing Date. The Exchange Securities will be issued under the Indenture. Upon the effectiveness of the Exchange Offer Registration Statement, the Company and the Guarantors shall promptly commence the Exchange OfferOffer as promptly as practicable, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Securities for Exchange Securities (assuming that such Holder (Aa) is not an affiliate of the Company or any of the Guarantors within the meaning of Rule 405 under the 1933 Act (an "Affiliate")Act, (Bb) is not a broker-dealer tendering Registrable Securities acquired directly from the Company or one any of its Affiliates the Guarantors for its own account, (Cc) acquired or will acquire the Exchange Securities in the ordinary course of such Holder's business and (Dd) at the time of the consummation of the Exchange Offer has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of distributing the Exchange Securities) to transfer such Exchange Securities from and after their receipt without any limitations or restrictions under the 1933 Act and without material restrictions under the state securities laws of a substantial portion of the several states of the United Statesor blue sky laws. In connection with the Exchange Offer, the Company willand the Guarantors shall:

Exchange Offer. The To the extent not prohibited by any applicable -------------- law or applicable policy of the SEC, the Company shall, for the benefit of the Holders, at the Company's cost, use its reasonable commercial best efforts to (Ai) cause to file be filed with the SEC within 90 days after the Closing Time an Exchange Offer Registration Statement not later than 180 days following on an appropriate form under the original issuance Securities Act covering the offer by the Company to the Holders to exchange all of the Registrable Securities with respect to a proposed (other than Private Exchange Offer and the issuance and delivery to the Holders, in exchange Securities) for the Registrable Securities, of a like principal amount of Exchange Securities, (Bii) to cause the have such Exchange Offer Registration Statement to be declared effective under the 1933 Securities Act within 270 by the SEC not later than the date which is 150 days of after the original issuance of the SecuritiesClosing Time, (Ciii) to keep the Exchange Offer have such Registration Statement remain effective until the closing of the Exchange Offer and (Div) unless commence the Exchange Offer would not be permitted by applicable law and, on or SEC policyprior to 180 days after the Closing Time, to cause issue Exchange Securities in exchange for all Securities properly tendered prior thereto in the Exchange Offer to be consummated within 315 days following the original issuance of the Securities. The Exchange Securities will be issued under the IndentureOffer. 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 enable each Holder eligible and electing to exchange Registrable Securities (other than Private Exchange Securities) for Exchange Securities (assuming that such Holder (A) is not an affiliate of the Company within the meaning of Rule 405 under the 1933 Securities Act (an "Affiliate"), (B) and is not a broker-dealer tendering Registrable Securities acquired directly from the Company or one of its Affiliates for its own account, (C) acquired acquires the Exchange Securities in the ordinary course of such Holder's business and (D) at the time of the consummation of the Exchange Offer has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of distributing (within the meaning of the Securities Act) the Exchange Securities) and to transfer such Exchange Securities from and after their receipt without any limitations or restrictions under the 1933 Securities Act and without material restrictions under the state securities laws of a substantial portion of the several states of the United Statesor blue sky laws. In connection with the Exchange Offer, the Company willshall:

Exchange Offer. The Company shall, for the benefit of the Holders, at the Company's cost, use its reasonable commercial efforts shall (A) to prepare and, as soon as practicable but not later than 90 calendar days following the Closing Date, file with the SEC the an Exchange Offer Registration Statement not later than 180 days following on an appropriate form under the original issuance of the Securities 1933 Act with respect to a proposed Exchange Offer and the issuance and delivery to the Holders, in exchange for the Registrable Securities, of a like principal amount of Exchange Securities, (B) use its reasonable best efforts to cause the Exchange Offer Registration Statement to be declared effective under the 1933 Act within 270 not later than 150 calendar days of following the original issuance of the SecuritiesClosing Date, (C) use its reasonable best efforts to keep the Exchange Offer Registration Statement effective until the closing of the Exchange Offer and (D) unless the Exchange Offer would not be permitted by applicable law or SEC policy, use its reasonable best efforts to cause the Exchange Offer to be consummated within 315 180 calendar days following the original issuance of the SecuritiesClosing Date. The Exchange Securities will be issued under the Indenture. 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 enable each Holder eligible and electing to exchange Registrable Securities for Exchange Securities (assuming that such Holder (Aa) is not an affiliate of the Company within the meaning of Rule 405 under the 1933 Act (an "Affiliate")Act, (Bb) is not a broker-dealer tendering Registrable Securities acquired directly from the Company or one of its Affiliates for its own account, (Cc) acquired the Exchange Securities in the ordinary course of such Holder's business and (Dd) at the time of the consummation of the Exchange Offer has no arrangements or understandings with any Person person to participate in the Exchange Offer for the purpose of distributing the Exchange Securities) to transfer such Exchange Securities from and after their receipt without any limitations or restrictions under the 1933 Act and without material restrictions under the securities laws of a substantial portion of the several states of the United States. In connection with the Exchange Offer, the Company will:material

Exchange Offer. The To the extent not prohibited by any applicable -------------- law or applicable interpretation of the staff of the SEC and subject to the first sentence of Section 2(b) hereof, the Company and the Trust shall, for the benefit of the Holders, at the Company's cost, use its reasonable commercial best efforts to (Ai) cause to file be filed with the SEC within 150 days after the Issue Date an Exchange Offer Registration Statement not later than 180 days following the original issuance of on an appropriate form under the Securities with respect to a proposed Act covering the Exchange Offer and the issuance and delivery to the Holders, in exchange for the Registrable Securities, of a like principal amount of Exchange SecuritiesOffer, (Bii) to cause the such Exchange Offer Registration Statement to be declared effective under the 1933 Securities Act within 270 by the SEC not later than the date which is 180 days of after the original issuance of the SecuritiesIssue Date, and (Ciii) to keep the such Exchange Offer Registration Statement effective until for not less than 20 business days (or longer if required by applicable law) after the closing date notice of the Exchange Offer and (D) unless is first mailed to the Exchange Offer would not be permitted by applicable law or SEC policy, to cause the Exchange Offer to be consummated within 315 days following the original issuance of the Securities. The Exchange Securities will be issued under the IndentureHolders. Upon the effectiveness of the Exchange Offer Registration Statement, the Company and the Trust shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Securities for a like principal amount of Exchange Securities Debentures or a like liquidation amount of Exchange Capital Securities, together with the Exchange Guarantee, as applicable (assuming that such Holder (A) is not an affiliate of the Company within the meaning of Rule 405 under the 1933 Securities Act (an "Affiliate"), (B) and is not a broker-dealer tendering Registrable Securities acquired directly from the Company or one of its Affiliates for its own account, (C) acquired acquires the Exchange Securities in the ordinary course of such Holder's business and (D) at the time of the consummation of the Exchange Offer has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of distributing the Exchange Securities) to transfer such Exchange Securities from and after their receipt without any limitations or restrictions under the 1933 Securities Act and without material restrictions under the state securities laws of a substantial portion of the several states of the United Statesor blue sky laws. In connection with the Exchange Offer, the Company willand the Trust shall:

Exchange Offer. The Company shall, for the benefit of the Holders, at the Company's ’s cost, use its reasonable commercial efforts (A) to prepare and file with the SEC the an Exchange Offer Registration Statement not later than 180 Statement, within 120 days following the original issuance of the Securities Closing Date, on an appropriate form under the 1933 Act with respect to a proposed Exchange Offer and the issuance and delivery to the Holders, in exchange for the Registrable Transfer Restricted Securities, of a like principal amount of Exchange SecuritiesNotes, (B) use all commercially reasonable efforts to cause the Exchange Offer Registration Statement to be declared effective under the 1933 Act within 210 days of the Closing Date (unless the Exchange Offer Registration Statement (including documents incorporated by reference) is reviewed by the SEC, in which case within 270 days of the original issuance of the SecuritiesClosing Date), (C) use all commercially reasonable efforts to keep the Exchange Offer Registration Statement effective until the closing of the Exchange Offer and (D) unless use all commercially reasonable efforts to issue on or prior to 60 days, or longer, if required by United States federal securities laws, after the date on which the Exchange Offer would not be permitted Registration Statement was declared effective by applicable law or SEC policythe SEC, to cause Exchange Notes in exchange for all Transfer Restricted Securities tendered prior thereto in the Exchange Offer to be consummated within 315 days following the original issuance of the SecuritiesOffer. The Exchange Securities Notes will be issued under the Indenture. 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 enable each Holder eligible and electing to exchange Registrable Transfer Restricted Securities for Exchange Securities Notes (assuming that such Holder (Aa) is not an affiliate of the Company within the meaning of Rule 405 under the 1933 Act (an "Affiliate")Act, (Bb) is not a broker-dealer tendering Registrable Transfer Restricted Securities acquired directly from the Company or one of its Affiliates for its own account, (Cc) acquired the Exchange Securities Notes in the ordinary course of such Holder's ’s business and (Dd) at the time of the consummation of the Exchange Offer has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of distributing the Exchange SecuritiesNotes) to transfer such Exchange Securities Notes from and after their receipt without any limitations or restrictions under the 1933 Act and without material restrictions under the state securities laws of a substantial portion of the several states of the United Statesor blue sky laws. In connection with the Exchange Offer, the Company willshall:

Exchange Offer. The (i) To the extent not prohibited by any applicable law or applicable policy of the SEC, the Company and the Guarantors shall, for the benefit of the Holders, at the Company's costexpense of the Company and the Guarantors, use its reasonable commercial efforts (A) prepare and, on or prior to 450 days after the Issue Date (or if such 450th day is not a Business Day, on or prior to the first Business Day thereafter), file with the SEC the an Exchange Offer Registration Statement on an appropriate form under the Securities Act covering the offer by the Company and the Guarantors to the Holders who are not later than 180 days following the original issuance prohibited by any law or policy of the Securities with respect to a proposed SEC from participating in the Exchange Offer and to exchange all of the issuance and delivery to the Holders, in exchange Entitled Securities for the Registrable Securities, of a like principal amount of Exchange SecuritiesNotes, (B) use all commercially reasonable efforts to cause the such Exchange Offer Registration Statement to be declared effective under the 1933 Securities Act within 270 by the SEC on or prior to 90 days after the filing of such Exchange Offer Registration Statement (or if such 90th day is not a Business Day, on or prior to the original issuance of the Securitiesfirst Business Day thereafter), and (C) use all commercially reasonable efforts to keep issue on or prior to 30 Business Days, or longer, if required by applicable securities laws, after the date on which the Exchange Offer Registration Statement was declared effective until by the closing of SEC, Exchange Notes in exchange for all Notes properly tendered and not withdrawn prior thereto in the Exchange Offer and (D) unless the Exchange Offer would not be permitted by applicable law or SEC policy, to cause the Exchange Offer to be consummated within 315 days following the original issuance of the Securities. The Exchange Securities will be issued under the IndentureOffer. Upon the effectiveness of the Exchange Offer Registration Statement, the Company and the Guarantors shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Entitled Securities for Exchange Securities Notes (assuming that such Holder (Aa) is not an affiliate of either the Company or any Guarantor within the meaning of Rule 405 under the 1933 Act (an "Affiliate")Securities Act, (Bb) is not a broker-dealer tendering Registrable Entitled Securities acquired directly from the Company (or one an affiliate of its Affiliates either of the Company) for its own account, (Cc) acquired the Exchange Securities Notes in the ordinary course of such Holder's ’s business and (Dd) at the time of the consummation of the Exchange Offer has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of distributing (within the meaning of the Securities Act) the Exchange SecuritiesNotes) and to transfer such Exchange Securities Notes from and after their receipt without any limitations or restrictions on transfer under the 1933 Securities Act and without material restrictions under the state securities laws of a substantial portion of the several states of the United States. In connection with the Exchange Offer, the Company will:or blue sky laws.

Exchange Offer. The Company shall, for Issuer and the benefit of the Holders, at the Company's cost, use its reasonable commercial efforts Guarantors shall (A) to prepare and, as soon as practicable but not later than 90 calendar days following the Closing Date, file with the SEC the an Exchange Offer Registration Statement not later than 180 days following the original issuance of the Securities with respect to a proposed Exchange Offer and the issuance and delivery to the Holders, in exchange for the Registrable SecuritiesNotes of each series, of a like principal amount of Exchange SecuritiesNotes of such series, (B) use their reasonable best efforts to cause the Exchange Offer Registration Statement to be declared effective under the 1933 Act within 270 not later than 150 calendar days of following the original issuance of the SecuritiesClosing Date, (C) use their reasonable best efforts to keep the Exchange Offer Registration Statement effective until the closing of the Exchange Offer and (D) unless the Exchange Offer would not be permitted by applicable law or SEC policy, use their reasonable best efforts to cause the Exchange Offer to be consummated within 315 180 calendar days following the original issuance of the SecuritiesClosing Date. The Exchange Securities Notes will be issued under the Indenture. Upon the effectiveness of the Exchange Offer Registration Statement, the Company Issuer shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Securities Notes together with the Registrable Guarantees for Exchange Securities Notes together with the Exchange Guarantees (assuming that such Holder (Aa) is not an affiliate of the Company Issuer or any Guarantor within the meaning of Rule 405 under the 1933 Act (an "Affiliate")Act, (Bb) is not a broker-dealer tendering Registrable Securities Notes acquired directly from the Company or one of its Affiliates Issuer for its own account, (Cc) acquired the Exchange Securities Notes in the ordinary course of such Holder's business and (Dd) at the time of the consummation of the Exchange Offer has no arrangements or understandings with any Person person to participate in the Exchange Offer for the purpose of distributing the Exchange SecuritiesNotes) to transfer such Exchange Securities Notes from and after their receipt without any limitations or restrictions under the 1933 Act and without material restrictions under the securities laws of a substantial portion proportion of the several states of the United States. In connection with the Exchange Offer, the Company willIssuer and the Guarantors shall:

Exchange Offer. The Company shallCompany, for FTL-Cayman and the benefit of the Holders, at the Company's cost, Guarantor Subsidiaries shall use its reasonable commercial their best efforts to (A) to prepare and, as soon as practicable but not later than 60 days following the Closing Date, file with the SEC the an Exchange Offer Registration Statement not later than 180 days following on an appropriate form under the original issuance of the Securities 1933 Act with respect to a proposed Exchange Offer and the issuance and delivery to the Holders, in exchange for the Registrable Securities, of a like principal amount of Exchange Securities, (B) to cause the Exchange Offer Registration Statement to be declared effective under the 1933 Act within 270 120 days of the original issuance of the SecuritiesClosing Date, (C) to keep the Exchange Offer Registration Statement effective until the closing of the Exchange Offer and (D) unless the Exchange Offer would not be permitted by applicable law or SEC policy, to cause the Exchange Offer to be consummated within 315 not later than 150 days following the original issuance of the SecuritiesClosing Date. The Exchange Securities will be issued under the Indenture. Upon the effectiveness of the Exchange Offer Registration Statement, the Company Company, FTL-Cayman and the Guarantor Subsidiaries shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Securities for Exchange Securities (assuming that such Holder (A) is not an affiliate of the Company within the meaning of Rule 405 under the 1933 Act (an "Affiliate"), (B) is not a broker-dealer tendering Registrable Securities acquired directly from the Company or one of its Affiliates for its own account, (C) acquired the Exchange Securities in the ordinary course of such Holder's business and (D) at the time of the consummation of the Exchange Offer has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of distributing the Exchange Securities) to transfer such Exchange Securities from and after their receipt without any limitations or restrictions under the 1933 Act and without material restrictions under the securities laws of a substantial portion proportion of the several states of the United States. In connection with the Exchange Offer, the Company willCompany, FTL-Cayman and the Guarantor Subsidiaries shall:

Exchange Offer. The Company shall, for the benefit of the Holders, at the Company's cost, use its reasonable commercial efforts (Ai) to prepare and, as soon as practicable but not later than 90 days following the Closing Date, file with the SEC the an Exchange Offer Registration Statement not later than 180 days following on an appropriate form under the original issuance of the Securities 1933 Act with respect to a proposed Exchange Offer and the issuance and delivery to the Holders, in exchange for the Registrable Securities (other than Private Exchange Securities), of a like principal amount of Exchange Securities, (Bii) use its best efforts to cause the Exchange Offer Registration Statement to be declared effective under the 1933 Act within 270 150 days of the original issuance of the SecuritiesClosing Date, (Ciii) use its best efforts to keep the Exchange Offer Registration Statement effective until the closing of the Exchange Offer and (Div) unless the Exchange Offer would not be permitted by applicable law or SEC policy, use its best efforts to cause the Exchange Offer to be consummated within 315 not later than 180 days following the original issuance of the SecuritiesClosing Date. The Exchange Securities will be issued under the Indenture. 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 enable each Holder eligible and electing to exchange Registrable Securities for Exchange Securities (assuming that such Holder (Ai) is not an affiliate of the Company within the meaning of Rule 405 under the 1933 Act (an "Affiliate")Act, (Bii) is not a broker-dealer tendering Registrable Securities acquired directly from the Company or one of its Affiliates for its own account, (Ciii) acquired the Exchange Securities in the ordinary course of such Holder's business and (Div) at the time of the consummation of the Exchange Offer has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of distributing the Exchange Securities) to transfer such Exchange Securities from and after their receipt without any limitations or restrictions under the 1933 Act and without material restrictions under the state securities laws of a substantial portion of the several states of the United Statesor blue sky laws. In connection with the Exchange Offer, the Company willshall:

Exchange Offer. The Company Operating Partnership shall, for the benefit of the Holders, at the CompanyOperating Partnership's cost, (A) use its reasonable commercial best efforts (A) to prepare and, as soon as practicable but not later than 120 days after the Closing Date, file with the SEC the an Exchange Offer Registration Statement not later than 180 days following on an appropriate form under the original issuance of the Securities 1933 Act with respect to a proposed Exchange Offer and the issuance and delivery to the Holders, in exchange for the Registrable Securities (other than Private Exchange Securities), of a like principal amount of Exchange Securities, (B) use its reasonable best efforts to cause the Exchange Offer Registration Statement to be declared effective under the 1933 Act within 270 165 days of the original issuance of the SecuritiesClosing Date, (C) use its reasonable best efforts to keep the Exchange Offer Registration Statement effective until the closing of the Exchange Offer Offer, and (D) unless the Exchange Offer would not be permitted by applicable law or SEC policy, use its reasonable best efforts to cause the Exchange Offer to be consummated within 315 not later than 210 days following the original issuance of the SecuritiesClosing Date. The Exchange Securities will shall be issued under the Indenture. Upon the effectiveness of the Exchange Offer Registration Statement, the Company Operating Partnership shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Securities for Exchange Securities (assuming that such Holder (Aa) is not an affiliate of the Company Operating Partnership within the meaning of Rule 405 under the 1933 Act (an "Affiliate")Act, (Bb) is not a broker-dealer tendering Registrable Securities acquired directly from the Company or one of its Affiliates Operating Partnership for its own account, (Cc) acquired the Exchange Securities in the ordinary course of such Holder's business and business, or (Dd) at the time of the consummation of the Exchange Offer has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of distributing the Exchange Securities) to transfer such Exchange Securities from and after their receipt without any limitations or restrictions under the 1933 Act and without material restrictions under the state securities laws of a substantial portion of the several states of the United Statesor blue sky laws. In connection with the Exchange Offer, the Company willOperating Partnership shall:

Exchange Offer. The To the extent not prohibited by any applicable law or applicable interpretation of the staff of the SEC, the Company shall, for the benefit of the Holders, at the Company's cost, use its reasonable commercial efforts (Ai) cause to file be filed with the SEC the an Exchange Offer Registration Statement not later than 180 days following the original issuance of on an appropriate form under the Securities with respect to a proposed Act covering the Exchange Offer and the issuance and delivery to the Holders, in exchange for the Registrable Securities, of a like principal amount of Exchange SecuritiesOffer, (Bii) use its reasonable best efforts to cause the such Exchange Offer Registration Statement to be declared effective under the 1933 Securities Act within by the SEC not later than the date which is 270 days after the Issue Date and (iii) promptly offer the Exchange Debentures in exchange for surrender of the original issuance Debentures upon the effectiveness of the Securities, (C) to keep the Exchange Offer Registration Statement effective until the closing of Statement, and consummate the Exchange Offer and (D) unless the Exchange Offer would not be permitted by applicable law or SEC policy, to cause the Exchange Offer to be consummated within 315 days following after the original issuance of the Securities. The Exchange Securities will be issued under the IndentureIssue Date. Upon the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Exchange Offer, it being understood that the objective of such Exchange Offer is to enable each Holder eligible and electing to exchange Registrable Securities for a like principal amount of Exchange Securities Debentures (of the respective series) (assuming that such Holder (A) is not an affiliate of the Company within the meaning of Rule 405 under the 1933 Securities Act (an "Affiliate"), (B) and is not a broker-dealer tendering Registrable Securities acquired directly from the Company or one of its Affiliates for its own account, (C) acquired acquires the Exchange Securities Debentures in the ordinary course of such Holder's business and (D) at the time of the consummation of the Exchange Offer has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of distributing the Exchange SecuritiesDebentures) (any Holder meeting all such requirements, hereinafter an "Eligible Holder"), and to transfer such Exchange Securities Debentures from and after their receipt without any limitations or restrictions under the 1933 Securities Act and without material restrictions under the state securities laws of a substantial portion of the several states of the United Statesor blue sky laws. In connection with the Exchange Offer, the Company willshall:

Exchange Offer. The Company shall, for the benefit of the Holders, at the Company's cost, use its reasonable commercial efforts Issuer shall (A) to prepare and, as soon as practicable but not later than 130 calendar days following the Closing Date, file with the SEC the an Exchange Offer Registration Statement not later than 180 days following the original issuance of the Securities with respect to a proposed Exchange Offer and the issuance and delivery to the Holders, in exchange for the Registrable SecuritiesBonds, of a like principal amount of Exchange SecuritiesBonds, (B) use its reasonable best efforts to cause the Exchange Offer Registration Statement to be declared effective under the 1933 Act within 270 not later than 180 calendar days of following the original issuance of the SecuritiesClosing Date, (C) use its reasonable best efforts to keep the Exchange Offer Registration Statement effective until the closing of the Exchange Offer and (D) unless the Exchange Offer would not be permitted by applicable law or SEC policy, use its reasonable best efforts to cause the Exchange Offer to be consummated within 315 210 calendar days following the original issuance of the SecuritiesClosing Date. The Exchange Securities Bonds will be issued under the Indenture. Upon the effectiveness of the Exchange Offer Registration Statement, the Company Issuer shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Securities Bonds for Exchange Securities Bonds (assuming that such Holder (Aa) is not an affiliate of the Company Issuer within the meaning of Rule 405 under the 1933 Act (an "Affiliate")Act, (Bb) is not a broker-dealer tendering Registrable Securities Bonds acquired directly from the Company or one of its Affiliates Issuer for its own account, (Cc) acquired the Exchange Securities Bonds in the ordinary course of such Holder's business and (Dd) at the time of the consummation of the Exchange Offer has no arrangements or understandings with any Person person to participate in the Exchange Offer for the purpose of distributing the Exchange SecuritiesBonds) to transfer such Exchange Securities Bonds from and after their receipt without any limitations or restrictions under the 1933 Act and without material restrictions under the securities laws of a substantial portion proportion of the several states of the United States. In connection with the Exchange Offer, the Company willIssuer shall:

Exchange Offer. The Company (a) To the extent not prohibited by any applicable law or applicable interpretation of the staff of the SEC, the Issuer shall, for the benefit of the Holders, at the CompanyIssuer's cost, use its reasonable commercial efforts (Ai) to prepare and, as soon as practicable but not later than 120 days after the date of this Agreement, file with the SEC the an Exchange Offer Registration Statement not later than 180 days following on an appropriate form under the original issuance of the Securities 1933 Act with respect to a proposed Exchange Offer and the issuance and delivery to the Holders, in exchange for the Registrable SecuritiesSecurities (other than Securities purchased from the Issuer and continued to be held by any one of the Initial Purchasers and Private Exchange Securities issued in exchange therefor), of a like principal amount of Exchange Securities, (Bii) use its best efforts to cause the Exchange Offer Registration Statement to be declared effective under the 1933 Act within 270 180 days after the date of the original issuance of the Securitiesthis Agreement, (Ciii) use its best efforts to keep the Exchange Offer Registration Statement effective until the closing of the Exchange Offer and (Div) unless the Exchange Offer would not be permitted by applicable law or SEC policy, use its best efforts to cause the Exchange Offer to be consummated within 315 not later than 215 days following after the original issuance date of the Securitiesthis Agreement. The Exchange Securities will be issued under the Indenture. Upon the effectiveness of the Exchange Offer Registration Statement, the Company Issuer shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Securities for Exchange Securities (assuming that such Holder (Ai) is not an affiliate of the Company Issuer within the meaning of Rule 405 under the 1933 Act (an "Affiliate")Act, (Bii) is not a broker-dealer tendering Registrable Securities acquired directly from the Company Issuer or one an affiliate of its Affiliates the Issuer for its own account, (Ciii) acquired the Exchange Securities in the ordinary course of such Holder's business and (Div) at the time of the consummation of the Exchange Offer has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of distributing the Exchange Securities) to transfer such Exchange Securities from and after their receipt without any limitations or restrictions under the 1933 Act and without material restrictions under the state securities laws of a substantial portion of the several states of the United States. In connection with the Exchange Offer, the Company will:or blue sky laws.

Exchange Offer. The Company shall, for the benefit of the Holders, at the Company's ’s cost, use its reasonable commercial efforts (A) to prepare and file with the SEC the an Exchange Offer Registration Statement not later than Statement, within 180 days following the original issuance of the Securities Closing Date, on an appropriate form under the 1933 Act with respect to a proposed Exchange Offer and the issuance and delivery to the Holders, in exchange for the Registrable Transfer Restricted Securities, of a like principal amount of Exchange SecuritiesNotes, (B) use all commercially reasonable efforts to cause the Exchange Offer Registration Statement to be declared effective under the 1933 Act within 270 days of the original issuance Closing Date (unless the Exchange Offer Registration Statement (including documents incorporated by reference) is reviewed by the SEC, in which case within 330 days of the SecuritiesClosing Date), (C) use all commercially reasonable efforts to keep the Exchange Offer Registration Statement effective until the closing of the Exchange Offer and (D) unless use all commercially reasonable efforts to issue on or prior to 60 days, or longer, if required by United States federal securities laws, after the date on which the Exchange Offer would not be permitted Registration Statement was declared effective by applicable law or SEC policythe SEC, to cause Exchange Notes in exchange for all Transfer Restricted Securities tendered prior thereto in the Exchange Offer to be consummated within 315 days following the original issuance of the SecuritiesOffer. The Exchange Securities Notes will be issued under the Indenture. 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 enable each Holder eligible and electing to exchange Registrable Transfer Restricted Securities for Exchange Securities Notes (assuming that such Holder (Aa) is not an affiliate of the Company within the meaning of Rule 405 under the 1933 Act (an "Affiliate")Act, (Bb) is not a broker-dealer tendering Registrable Transfer Restricted Securities acquired directly from the Company or one of its Affiliates for its own account, (Cc) acquired the Exchange Securities Notes in the ordinary course of such Holder's ’s business and (Dd) at the time of the consummation of the Exchange Offer has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of distributing the Exchange SecuritiesNotes) to transfer such Exchange Securities Notes from and after their receipt without any limitations or restrictions under the 1933 Act and without material restrictions under the state securities laws of a substantial portion of the several states of the United Statesor blue sky laws. In connection with the Exchange Offer, the Company willshall:

Exchange Offer. The Company To the extent not prohibited by any applicable law or applicable policy of the SEC, the Issuers shall, for the benefit of the Holders, at the Company's cost, use its reasonable commercial efforts (A) to prepare and, as soon as practicable but not later than 90 days following the Closing Date, file with the SEC the an Exchange Offer Registration Statement not later than 180 days following on an appropriate form under the original issuance of the Securities 1933 Act with respect to a proposed Exchange Offer and the issuance and delivery to the Holders, in exchange for the Registrable Securities (other than Private Exchange Securities), of a like principal amount of Exchange Securities, (B) use their reasonable best efforts to cause the Exchange Offer Registration Statement to be declared effective under the 1933 Act within 270 180 days of the original issuance of the SecuritiesClosing Date, (C) use their reasonable best efforts to keep the Exchange Offer Registration Statement effective until the closing of the Exchange Offer and (D) unless the Exchange Offer would not be permitted by applicable law or SEC policy, use their best efforts to cause the Exchange Offer to be consummated within 315 not later than 210 days following the original issuance of the SecuritiesClosing Date. The Exchange Securities will be issued under the Indenture. Upon the effectiveness of the Exchange Offer Registration Statement, the Company Issuers shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Securities for Exchange Securities (assuming that such Holder (Aa) is not an affiliate of the Company any Issuer within the meaning of Rule 405 under the 1933 Act (an "Affiliate")Act, (Bb) is not a broker-dealer tendering Registrable Securities acquired directly from the Company an Issuer (or one an Affiliate of its Affiliates such Issuer) for its own account, (Cc) acquired the Exchange Securities in the ordinary course of such Holder's business and (Dd) at the time of the consummation of the Exchange Offer has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of distributing the Exchange Securities) to transfer such Exchange Securities from and after their receipt without any limitations or restrictions under the 1933 Act and without material restrictions under the state securities laws of a substantial portion of the several states of the United Statesor blue sky laws. In connection with the Exchange Offer, the Company willIssuers shall:

Exchange Offer. The Company shall, for the benefit of the Holders, at the Company's cost, use its reasonable commercial efforts shall (A) to prepare and, as soon as practicable but not later than 90 days following the Closing Date, file with the SEC the an Exchange Offer Registration Statement not later than 180 days following on an appropriate form under the original issuance of the Securities 1933 Act with respect to a proposed Exchange Offer and the issuance and delivery to the Holders, in exchange for the Registrable Securities, of a like principal amount of Exchange Securities, (B) use its reasonable best efforts to cause the Exchange Offer Registration Statement to be declared effective under the 1933 Act within 270 150 days of the original issuance of the SecuritiesClosing Date, (C) use its reasonable best efforts to keep the Exchange Offer Registration Statement effective until the closing of the Exchange Offer and (D) unless the Exchange Offer would not be permitted by applicable law or SEC policy, use its reasonable best efforts to cause the Exchange Offer to be consummated within 315 not later than 180 days following the original issuance of the SecuritiesClosing Date. The Exchange Securities will be issued under the Indenture. 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 enable each Holder eligible and electing to exchange Registrable Securities for Exchange Securities (assuming that such Holder (Aa) is not an affiliate of the Company within the meaning of Rule 405 under the 1933 Act (an "Affiliate")Act, (Bb) is not a broker-dealer tendering Registrable Securities acquired directly from the Company or one of its Affiliates for its own account, (Cc) acquired the Exchange Securities in the ordinary course of such Holder's business and (Dd) at the time of the consummation of the Exchange Offer has no arrangements or understandings with any Person person to participate in the Exchange Offer for the purpose of distributing the Exchange Securities) to transfer such Exchange Securities from and after their receipt without any limitations or restrictions under the 1933 Act and without material restrictions under the securities laws of a substantial portion registration requirements of the several states of the United States. In connection with the Exchange Offer, the Company willshall:

Exchange Offer. The Company shall, for the benefit of the Holders, at the Company's ’s cost, use its reasonable commercial efforts (A) use its commercially reasonable efforts to prepare and, as soon as practicable but not later than 90 days following the Closing Date, file with the SEC the an Exchange Offer Registration Statement not later than 180 days following on an appropriate form under the original issuance of the Securities 1933 Act with respect to a proposed Exchange Offer and the issuance and delivery to the Holders, in exchange for the Registrable Securities (other than Private Exchange Securities), of a like principal amount of Exchange Securities, (B) use its commercially reasonable efforts to cause the Exchange Offer Registration Statement to be declared effective under the 1933 Act within 270 180 days of the original issuance of the SecuritiesClosing Date, (C) use its best efforts to keep the Exchange Offer Registration Statement effective until the closing of the Exchange Offer and (D) unless the Exchange Offer would not be permitted by applicable law or SEC policy, use its commercially reasonable efforts to cause the Exchange Offer to be consummated within 315 not later than 225 days following the original issuance of the SecuritiesClosing Date. The Exchange Securities will be issued under the Indenture. 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 enable each Holder eligible and electing to exchange Registrable Securities for Exchange Securities (assuming that such Holder (Aa) is not an affiliate of the Company within the meaning of Rule 405 under the 1933 Act (an "Affiliate")Act, (Bb) is not a broker-dealer tendering Registrable Securities acquired directly from the Company or one of its Affiliates for its own account, (Cc) acquired or will acquire the Exchange Securities in the ordinary course of such Holder's ’s business and (Dd) at the time of the consummation of the Exchange Offer has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of distributing the Exchange Securities) to transfer such Exchange Securities from and after their receipt without any limitations or restrictions under the 1933 Act and without material restrictions under the state securities laws of a substantial portion of the several states of the United Statesor blue sky laws. In connection with the Exchange Offer, the Company willshall:

Exchange Offer. The Company shallshalx, for the xxx xhe benefit of the Holders, at the Company's cost, use its reasonable commercial efforts (A) to file with the SEC the Exchange Offer Registration Statement not later than 180 days following the date of original issuance of the Securities with respect to a proposed Exchange Offer and the issuance and delivery to the Holders, in exchange for the Registrable Securities, of a like principal amount of Exchange Securities, (B) to cause the Exchange Offer Registration Statement to be declared effective under the 1933 Act within 270 days following the date of the original issuance of the Securities, (C) to keep the Exchange Offer Registration Statement effective until the closing of the Exchange Offer and (D) unless the Exchange Offer would not be permitted by applicable law or SEC policy, to cause the Exchange Offer to be consummated within 315 days following the date of original issuance of the Securities. The Exchange Securities will be issued under the Indenture. 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 enable each Holder eligible and electing to exchange Registrable Securities for Exchange Securities (assuming that such Holder (A) is not an affiliate of the Company within the meaning of Rule 405 under the 1933 Act (an "Affiliate"), (B) is not a broker-dealer tendering Registrable Securities acquired directly from the Company or one of its Affiliates for its own account, (C) acquired the Exchange Securities in the ordinary course of such Holder's business and (D) at the time of the consummation of the Exchange Offer has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of distributing the Exchange Securities) to transfer such Exchange Securities from and after their receipt without any limitations or restrictions under the 1933 Act and without material restrictions under the securities laws of a substantial portion of the several states of the United States. In connection with the Exchange Offer, the Company will:

Exchange Offer. The Company shall, for the benefit of the Holders, at the Company's cost, use its reasonable commercial efforts Issuer shall (A) to prepare and, as soon as practicable following the Closing Date, file with the SEC the an Exchange Offer Registration Statement not later than 180 days following the original issuance of the Securities with respect to a proposed Exchange Offer and the issuance and delivery to the Holders, in exchange for the Registrable SecuritiesNotes of each series, of a like principal amount of Exchange SecuritiesNotes of such series, (B) use its reasonable best efforts to cause the Exchange Offer Registration Statement to be declared effective under the 1933 Act within 270 not later than 180 calendar days of following the original issuance of the SecuritiesClosing Date, (C) use its reasonable best efforts to keep the Exchange Offer Registration Statement effective until the closing of the Exchange Offer and (D) unless the Exchange Offer would not be permitted by applicable law or SEC policy, use its reasonable best efforts to cause the Exchange Offer to be consummated within 315 210 calendar days following the original issuance of the SecuritiesClosing Date. The Exchange Securities Notes will be issued under the Indenture. Upon the effectiveness of the Exchange Offer Registration Statement, the Company Issuer shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Securities Notes for Exchange Securities Notes (assuming that such Holder (Aa) is not an affiliate of the Company Issuer within the meaning of Rule 405 under the 1933 Act (an "Affiliate")Act, (Bb) is not a broker-dealer tendering Registrable Securities Notes acquired directly from the Company or one of its Affiliates Issuer for its own account, (Cc) acquired the Exchange Securities Notes in the ordinary course of such Holder's ’s business and (Dd) at the time of the consummation of the Exchange Offer has no arrangements or understandings with any Person person to participate in the Exchange Offer for the purpose of distributing the Exchange SecuritiesNotes) to transfer such Exchange Securities Notes from and after their receipt without any limitations or restrictions under the 1933 Act and without material restrictions under the securities laws of a substantial portion majority of the several states of the United States. In connection with the Exchange Offer, the Company willIssuer shall:

Exchange Offer. The Company and the Guarantors shall, for the benefit of the Holders, at the Company's Company and the Guarantors' cost, use its reasonable commercial efforts (A) to prepare and, not later than 90 days following the Closing Date, file with the SEC the an Exchange Offer Registration Statement not later than 180 days following on an appropriate form under the original issuance of the Securities 1933 Act with respect to a proposed Exchange Offer exchange offer and the issuance and delivery to the Holders, in exchange for the Registrable Securities (other than Private Exchange Securities), of a like principal amount of Exchange Securities, (B) use all commercially reasonable efforts to cause the Exchange Offer Registration Statement to be declared effective under the 1933 Act within 270 180 days of the original issuance of the SecuritiesClosing Date, (C) use all commercially reasonable efforts to keep the Exchange Offer Registration Statement effective until the closing of the Exchange Offer and (D) unless the Exchange Offer would not be permitted by applicable law or SEC policy, use all commercially reasonable efforts to cause the Exchange Offer to be consummated within 315 days not later than 30 business days, or longer if required by the securities laws, following the original issuance of date on which the SecuritiesExchange Offer Registration Statement was declared effective under the 1933 Act. The Exchange Securities will be issued under the Indenture. 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 enable each Holder eligible and electing to exchange Registrable Securities for Exchange Securities (assuming that such Holder (Aa) is not an affiliate of the Company within the meaning of Rule 405 under the 1933 Act (an "Affiliate")Act, (Bb) is not a broker-dealer tendering Registrable Securities acquired directly from the Company or one of its Affiliates for its own account, (Cc) acquired the Exchange Securities in the ordinary course of such Holder's business and (Dd) at the time of the consummation of the Exchange Offer has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of distributing the Exchange Securities) to transfer such Exchange Securities from and after their receipt without any limitations or restrictions under the 1933 Act and without material restrictions under the state securities laws of a substantial portion of the several states of the United Statesor blue sky laws. In connection with the Exchange Offer, the Company willand the Guarantors shall:

Exchange Offer. The To the extent not prohibited by any applicable law, SEC rules, regulations or applicable interpretations thereof by the Staff of the SEC, the Company shall, for the benefit of the Holders, at the Company's cost, use its reasonable commercial efforts (A) use its commercially reasonable efforts to file with the SEC the Exchange Offer Registration Statement prepare and, as soon as practicable but not later than 180 days following the original issuance of Closing Date, file with the Securities SEC an Exchange Offer Reg- istration Statement on an appropriate form under the 1933 Act with respect to a proposed Exchange Offer and the issuance and delivery to the Holders, in exchange for the Registrable Securities (other than Private Exchange Securities), of a like principal amount of Exchange Securities, (B) use its commercially reasonable efforts to cause the Exchange Offer Registration Statement to be declared effective under the 1933 Act within 270 days of the original issuance of the SecuritiesClosing Date, (C) use its commercially reasonable efforts to keep the Exchange Offer Registration Statement effective until the closing of the Exchange Offer and (D) unless the Exchange Offer would not be permitted by applicable law or SEC policy, use its commercially reasonable efforts to cause the Exchange Offer to be consummated within not later than 315 days following the original issuance Closing Date. If the Company has not consummated the Exchange Offer within 315 days of the SecuritiesClosing Date, then the Company will use commercially reasonable efforts to file a Shelf Registration Statement (as described in Section 2.2 hereof) with the SEC on or prior to the 345th day after the Closing Date. The Exchange Securities will be issued under the Indenture. 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 enable each Holder eligible and electing to exchange Registrable Securities for Exchange Securities (assuming that such Holder (Aa) is not an affiliate of the Company within the meaning of Rule 405 under the 1933 Act (an "Affiliate")Act, (Bb) is not a broker-dealer tendering Registrable Securities acquired directly from the Company or one of its Affiliates for its own account, (Cc) acquired the Exchange Securities in the ordinary course of such Holder's business and (Dd) at the time of the consummation of the Exchange Offer has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of distributing the Exchange Securities) to transfer such Exchange Securities from and after their receipt without any limitations or restrictions under the 1933 Act and without material restrictions under state securities or blue sky laws. Exchange Securities will be issued under the securities laws of a substantial portion Exchange Offer as evidence of the several states same continuing indebtedness under the Securities. Under no circumstances will the surrender of the United StatesSecurities and the issue of Exchange Securities constitute new indebtedness or obligate the Company to repay the principal amount of the Securities. In connection with the Exchange Offer, the Company willand Guarantor shall:

Exchange Offer. (a) The Company shall, for the benefit of the Holders, at the Company's cost, use its reasonable commercial efforts (A) agrees to file with the SEC no later than the Filing Date an offer to exchange (the "Exchange Offer") any and all of the Transfer Restricted Securities for a like aggregate liquidation preference or aggregate principal amount, as the case may be, of Exchange Securities. The Exchange Offer shall be registered under the Securities Act on Form S-1 or Form S-4 (the "Exchange Offer Registration Statement not later than 180 days following Statement") and shall comply with all applicable tender offer rules and regulations under the original issuance of the Securities with respect Exchange Act. The Company agrees to a proposed Exchange Offer and the issuance and delivery to the Holders, in exchange for the Registrable Securities, of a like principal amount of Exchange Securities, (Bx) use its best efforts to cause the Exchange Offer Registration Statement to be declared effective under the 1933 Securities Act within 270 days of on or before the original issuance of the Securities, Effectiveness Date; (Cy) to keep the Exchange Offer Registration Statement effective until open for at least 20 business days (or longer if required by applicable law) after the closing date that notice of the Exchange Offer is mailed to Holders; and (Dz) unless use its best efforts to consummate the Exchange Offer would not be permitted on or prior to the 120th day following the Issue Date. If after such Exchange Offer Registration Statement is declared effective by applicable law or SEC policythe SEC, to cause the Exchange Offer to be consummated within 315 days following or the original issuance of the Securities. The Exchange Securities thereunder is interfered with by any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court, such Exchange Offer Registration Statement shall be deemed not to have become effective for purposes of this Agreement. Each Holder that participates in the Exchange Offer will be issued under required to represent that any Exchange Securities received by it will be acquired in the Indenture. Upon ordinary course of its business, that at the effectiveness time of the consummation of the Exchange Offer Registration Statement, such Holder will have no arrangement or understanding with any Person to participate in the Company shall promptly commence distribution of the Exchange OfferSecurities in violation of the provisions of the Securities Act, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Securities for Exchange Securities (assuming that such Holder (A) is not an affiliate of the Company within the meaning of Rule 405 under the 1933 Act (an "Affiliate"), (B) is not a broker-dealer tendering Registrable Securities acquired directly from the Company or one of its Affiliates for its own account, (C) acquired the Exchange Securities in the ordinary course of such Holder's business and (D) at the time of the Act. Upon consummation of the Exchange Offer has in accordance with this Section 2, the Company shall have no arrangements or understandings with further obligation to register Transfer Restricted Securities other than in respect of any Person Exchange Securities as to participate which clause 2(c)(v) hereof applies) pursuant to Section 3 hereof. No securities other than the Exchange Securities shall be included in the Exchange Offer for the purpose of distributing the Exchange Securities) to transfer such Exchange Securities from and after their receipt without any limitations or restrictions under the 1933 Act and without material restrictions under the securities laws of a substantial portion of the several states of the United States. In connection with the Exchange Offer, the Company will:Registration Statement.

Exchange Offer. The Company shall, for the benefit of the Holders, at the Company's cost, use its reasonable commercial efforts (A) to prepare and, as soon as practicable but not later than 120 days following the Closing Date, file with the SEC the an Exchange Offer Registration Statement not later than 180 days following on an appropriate form under the original issuance of the Securities 1933 Act with respect to a proposed Exchange Offer and the issuance and delivery to the Holders, in exchange for the Registrable Securities (other than Private Exchange Securities), of a like principal amount of Exchange Securities, (B) use its reasonable best efforts to cause the Exchange Offer Registration Statement to be declared effective under the 1933 Act within 270 180 days of the original issuance of the SecuritiesClosing Date, (C) use its reasonable best efforts to keep the Exchange Offer Registration Statement effective until the closing of the Exchange Offer and (D) unless the Exchange Offer would not be permitted by applicable law or SEC policy, use its reasonable best efforts to cause the Exchange Offer to be consummated within 315 not later than 30 days following after the original issuance effective date of the SecuritiesExchange Offer Registration Statement. The Exchange Securities will be issued under the Indenture. 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 enable each Holder eligible and electing to exchange Registrable Securities for Exchange Securities (assuming that such Holder (Aa) is not an affiliate of the Company within the meaning of Rule 405 under the 1933 Act (an "Affiliate")Act, (Bb) is not a broker-dealer tendering Registrable Securities acquired directly from the Company or one of its Affiliates for its own account, (Cc) acquired the Exchange Securities in the ordinary course of such Holder's business and (Dd) at the time of the consummation of the Exchange Offer has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of distributing the Exchange Securities) to transfer such Exchange Securities from and after their receipt without any limitations or restrictions under the 1933 Act and without material restrictions under the state securities laws of a substantial portion of the several states of the United Statesor blue sky laws. In connection with the Exchange Offer, the Company willshall:

Exchange Offer. The Company shall, for the benefit of the Holders, at the Company's Coxxxxx'x cost, use its reasonable commercial efforts (A) to prepare and, within 180 days following the Closing Date, file with the SEC the an Exchange Offer Registration Statement not later than 180 days following on an appropriate form under the original issuance of the Securities 1933 Act with respect to a proposed Exchange Offer and the issuance and delivery to the Holders, in exchange for the Registrable Securities (other than Private Exchange Securities), of a like principal amount of Exchange Securities, (B) use its commercially reasonable efforts to cause the Exchange Offer Registration Statement to be declared effective under the 1933 Act within 270 240 days of following the original issuance of the SecuritiesClosing Date, (C) use its commercially reasonable efforts to keep the Exchange Offer Registration Statement effective until the closing of the Exchange Offer and (D) unless the Exchange Offer would not be permitted by applicable law or SEC policy, use its commercially reasonable efforts to cause the Exchange Offer to be consummated within 315 not later than 270 days following the original issuance of the SecuritiesClosing Date. The Exchange Securities will be issued under the Indenture. 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 enable each Holder eligible and electing to exchange Registrable Securities for Exchange Securities (assuming that such Holder (Aa) is not an affiliate of the Company within the meaning of Rule 405 under the 1933 Act (an "Affiliate")Act, (Bb) is not a broker-dealer tendering Registrable Securities acquired directly from the Company or one of its Affiliates for its own accountCompany, (Cc) acquired acquires the Exchange Securities in the ordinary course of such Holder's business and (Dd) at the time of the consummation of the Exchange Offer has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of distributing the Exchange Securities) to transfer such Exchange Securities from and after their receipt without any limitations or restrictions under the 1933 Act and without material restrictions under the state securities laws of a substantial portion of the several states of the United Statesor blue sky laws. In connection with the Exchange Offer, the Company willshall: (a) mail as promptly as practicable to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents; (b) keep the Exchange Offer open for acceptance for a period of not less than 30 calendar days after the date notice thereof is mailed to the Holders (or longer if required by applicable law) (such period referred to herein as the "Exchange Period"); (c) utilize the services of the Depositary for the Exchange Offer; (d) permit Holders to withdraw tendered Registrable Securities at any time prior to 5:00 p.m. (Eastern Time), on the last business day of the Exchange Period, 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 Securities delivered for exchange, and a statement that such Holder is withdrawing such Holder's election to have such Securities exchanged; (e) notify each Holder that any Registrable Security not tendered will remain outstanding and continue to accrue interest, but will not retain any rights under this Agreement (except in the case of the Initial Purchasers and Participating Broker-Dealers as provided herein); and (f) otherwise comply in all respects with all applicable laws relating to the Exchange Offer. If, prior to consummation of the Exchange Offer, the Initial Purchasers hold any Securities acquired by them directly from the Company and having the status of an unsold allotment in the initial distribution, the Company upon the request of any Initial Purchaser shall, simultaneously with the delivery of the Exchange Securities in the Exchange Offer, issue and deliver to such Initial Purchaser in exchange (the "Private Exchange") for the Securities held by such Initial Purchaser as of the end of the Exchange Period, a like principal amount of debt securities of the Company that are identical (except that such securities shall bear appropriate transfer restrictions) to the Exchange Securities (the "Private Exchange Securities"). The Exchange Securities and the Private Exchange Securities shall be issued under (i) the Indenture or (ii) an indenture identical in all material respects to the Indenture and which, in either case, has been qualified under the Trust Indenture Act of 1939, as amended (the "TIA"), or is exempt from such qualification and shall provide that the Exchange Securities shall not be subject to the transfer restrictions set forth in the Securities but that the Private Exchange Securities shall be subject to such transfer restrictions. The terms of the Exchange Securities and Private Exchange Securities shall provide that such Exchange Securities and Private Exchange Securities and the Securities shall vote and consent together on all matters as one class and that none of the Exchange Securities, the Private Exchange Securities or the Securities will have the right to vote or consent as a separate class on any matter. The Private Exchange Securities shall be of the same series as, and the Company shall use commercially reasonable efforts to have the Private Exchange Securities bear the same CUSIP number as, the Exchange Securities. The Company shall not have any liability under this Agreement solely as a result of such Private Exchange Securities not bearing the same CUSIP number as the Exchange Securities. As soon as practicable after the close of the Exchange Offer and/or the Private Exchange, as the case may be, the Company shall:

Exchange Offer. The Company (i) To the extent not prohibited by any applicable law -------------- or applicable interpretation of the staff of the SEC, each of the Issuer and the Guarantor shall, for the benefit of the Holders, at the Company's costcost of the Issuer and the Guarantor, use its reasonable commercial best efforts (A) to file cause to be filed with the SEC within 150 calendar days after the Time of Purchase the Exchange Offer Registration Statement not later than 180 days following the original issuance of the Securities with respect to a proposed Exchange Offer and the issuance and delivery relating to the Holders, in exchange for the Registrable Securities, of a like principal amount of Exchange SecuritiesOffer, (B) to cause the Exchange Offer Registration Statement to be declared effective under the 1933 Securities Act by the SEC within 270 180 calendar days after the Time of the original issuance of the Securities, Purchase and (C) to keep the Exchange Offer Registration Statement effective until the closing consummation of the Exchange Offer and (D) unless the Exchange Offer would not be permitted by applicable law or SEC policy, to cause the Exchange Offer to be consummated within 315 days following the original issuance of the Securities. The Exchange Securities will be issued under the IndentureOffer. Upon the effectiveness of the Exchange Offer Registration Statement, the Company Issuer shall promptly commence the Exchange Offer, it being the objective of such the Exchange Offer to enable each Holder eligible and electing to exchange Registrable Securities for a like principal amount of Exchange Securities (assuming that such Holder (A1) is not an affiliate of the Company Issuer or the Guarantor within the meaning of Rule 405 under the 1933 Act (an "Affiliate")Securities Act, (B2) is not a broker-dealer tendering Registrable Securities acquired directly from the Company Issuer or one of its Affiliates the Guarantor for its own account, (C3) acquired acquires the Exchange Securities in the ordinary course of such Holder's business and (D4) at the time of the consummation of the Exchange Offer has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of distributing the Exchange Securities) to transfer such Exchange Securities from and after their receipt without any limitations or restrictions under the 1933 Securities Act and without material restrictions under the state securities laws of a substantial portion of the several states of the United States. In connection with the Exchange Offer, the Company will:or blue sky laws.

Exchange Offer. The Company shall, for the benefit of the Holders, at the Company's cost, use its reasonable commercial efforts (A) to prepare and, as soon as practicable but not later than 60 days following the Closing Date, file with the SEC the an Exchange Offer Registration Statement not later than 180 days following on an appropriate form under the original issuance of the Securities 1933 Act with respect to a proposed Exchange Offer and the issuance and delivery to the Holders, in exchange for the Registrable Securities (other than Private Exchange Securities), of a like principal amount of Exchange Securities, (B) use its reasonable best efforts to cause the Exchange Offer Registration Statement to be declared effective under the 1933 Act within 270 180 days of the original issuance of the Securities, Closing Date and (C) to keep the Exchange Offer Registration Statement effective until the closing of the Exchange Offer and (D) unless the Exchange Offer would not be permitted by applicable law or SEC policy, use its reasonable best efforts to cause the Exchange Offer to be consummated within 315 not later than 45 days following after the original issuance of the SecuritiesExchange Offer Registration Statement becomes effective. The Exchange Securities will be issued under the Indenture. 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 enable each Holder eligible and electing to exchange Registrable Securities for Exchange Securities (assuming that such Holder (Aa) is not an affiliate of the Company within the meaning of Rule 405 under the 1933 Act (an "Affiliate")Act, (Bb) is not a broker-dealer tendering Registrable Securities acquired directly from the Company or one of its Affiliates for its own account, (Cc) acquired the Exchange Securities in the ordinary course of such Holder's business and (Dd) at the time of the consummation of the Exchange Offer has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of distributing the Exchange Securities) to transfer such Exchange Securities from and after their receipt without any limitations or restrictions under the 1933 Act and without material restrictions under the state securities laws of a substantial portion of the several states of the United Statesor blue sky laws. In connection with the Exchange Offer, the Company willshall:

Exchange Offer. The Company shall, for the benefit of the Holders, at the Company's cost, use its reasonable commercial efforts (A) to prepare and, as soon as practicable but not later than 120 days following the Closing Date, file with the SEC the an Exchange Offer Registration Statement not later than 180 days following on an appropriate form under the original issuance of the Securities 1933 Act with respect to a proposed Exchange Offer and the issuance and delivery to the Holders, in exchange for the Registrable Securities (other than Private Exchange Securities), of a like principal amount of Exchange Securities, (B) use its reasonable best efforts to cause the Exchange Offer Registration Statement to be declared effective under the 1933 Act within 270 180 days of the original issuance of the SecuritiesClosing Date, (C) use its reasonable best efforts to keep the Exchange Offer Registration Statement effective until the closing of the Exchange Offer and (D) unless the Exchange Offer would not be permitted by applicable law or SEC policy, use its reasonable best efforts to cause the Exchange Offer to be consummated within 315 not later than 40 days following after the original issuance effective date of the SecuritiesExchange Offer Registration Statement. The Exchange Securities will be issued under the Indenture. 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 enable each Holder eligible and electing to exchange Registrable Securities for Exchange Securities (assuming that such Holder (Aa) is not an affiliate of the Company within the meaning of Rule 405 under the 1933 Act (an "Affiliate")Act, (Bb) is not a broker-dealer tendering Registrable Securities acquired directly from the Company or one of its Affiliates for its own account, (Cc) acquired the Exchange Securities in the ordinary course of such Holder's business and (Dd) at the time of the consummation of the Exchange Offer has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of distributing the Exchange Securities) to transfer such Exchange Securities from and after their receipt without any limitations or restrictions under the 1933 Act and without material restrictions under the state securities laws of a substantial portion of the several states of the United Statesor blue sky laws. In connection with the Exchange Offer, the Company willshall:

Exchange Offer. The Company Company, Finance Corp. and the Guarantors shall, for the benefit of the Holders, at the Company's and Finance Corp.'s cost, use its reasonable commercial efforts (A) to prepare and, as soon as practicable but not later than 45 days following the Closing Date, file with the SEC the an Exchange Offer Registration Statement not later than 180 days following on an appropriate form under the original issuance of the Securities 1933 Act with respect to a proposed Exchange Offer and the issuance and delivery to the Holders, in exchange for the Registrable Securities (other than Private Exchange Securities), of a like principal amount of Exchange Securities, (B) use its best efforts to cause the Exchange Offer Registration Statement to be declared effective under the 1933 Act within 270 135 days of the original issuance of the SecuritiesClosing Date, (C) use its best efforts to keep the Exchange Offer Registration Statement effective until the closing of the Exchange Offer and (D) unless the Exchange Offer would not be permitted by applicable law or SEC policy, use its best efforts to cause the Exchange Offer to be consummated within 315 not later than 175 days following the original issuance of the SecuritiesClosing Date. The Exchange Securities will be issued under the Indenture. Upon the effectiveness of the Exchange Offer Registration Statement, the Company Company, Finance Corp. and the Guarantors shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Securities for Exchange Securities (assuming that such Holder (Aa) is not an affiliate of the Company Company, Finance Corp. or any of the Guarantors within the meaning of Rule 405 under the 1933 Act (an "Affiliate")Act, (Bb) is not a broker-dealer tendering Registrable Securities acquired directly from the Company Company, Finance Corp. or one any of its Affiliates the Guarantors for its own account, (Cc) acquired or will acquire the Exchange Securities in the ordinary course of such Holder's business and (Dd) at the time of the consummation of the Exchange Offer has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of distributing the Exchange Securities) to transfer such Exchange Securities from and after their receipt without any limitations or restrictions under the 1933 Act and without material restrictions under the securities laws of a substantial portion of the several states of the United States. In connection with the Exchange Offer, the Company willCompany, Finance Corp. and the Guarantors shall:

Exchange Offer. The Company shall, for the benefit of the Holders, at the Company's cost, ’s cost use its commercially reasonable commercial efforts to, (A) to prepare and file with the SEC the not later than September 30, 2008, an Exchange Offer Registration Statement not later than 180 days following on an appropriate form under the original issuance of the Securities 1933 Act with respect to a proposed Exchange Offer and the issuance and delivery to the Holders, in exchange for the Registrable Securities (other than Private Exchange Securities), of a like principal amount of Exchange Securities, (B) to cause the Exchange Offer Registration Statement to become or be declared effective under the 1933 Act within 270 days of the original issuance of the Securitiesby December 31, 2008, (C) to keep the Exchange Offer Registration Statement effective until the closing of the Exchange Offer and (D) unless the Exchange Offer would not be permitted by applicable law or SEC policy, to cause the Exchange Offer to be consummated within 315 days following the original issuance of the Securitiesby December 31, 2008. The Exchange Securities will be issued under the Indenture. 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 enable each Holder eligible and electing to exchange Registrable Securities for Exchange Securities (assuming that such Holder (Aa) is not an affiliate of the Company within the meaning of Rule 405 under the 1933 Act (an "Affiliate")Act, (Bb) is not a broker-dealer tendering Registrable Securities acquired directly from the Company or one of its Affiliates for its own account, (Cc) acquired the Exchange Securities in the ordinary course of such Holder's ’s business and (Dd) at the time of the consummation of the Exchange Offer has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of distributing the Exchange Securities) to transfer such Exchange Securities from and after their receipt without any limitations or restrictions under the 1933 Act and without material restrictions under the state securities laws of a substantial portion of the several states of the United Statesor blue sky laws. In connection with the Exchange Offer, the Company willshall:

Exchange Offer. The Except as set forth in Section 2(b) below, the Company shall, for the benefit of the Holders, at the Company's ’s cost, use its reasonable commercial efforts (Ai) to file with the SEC within 90th calendar days after the Closing Date an Exchange Offer Registration Statement not later than 180 days following the original issuance of on an appropriate form under the Securities with respect to a proposed Exchange Offer and the issuance and delivery Act relating to the Holders, in exchange for the Registrable Securities, of a like principal amount of Exchange SecuritiesOffer, (Bii) use its reasonable best efforts to cause the such Exchange Offer Registration Statement to be declared effective under the 1933 Securities Act within 270 by the SEC not later than the date which is 180 calendar days of after the original issuance of Closing Date, and (iii) provided such Exchange Offer Registration Statement has been declared effective under the SecuritiesSecurities Act by the SEC, (C) to commence the Exchange Offer and keep the Exchange Offer open for not less than 30 days, or longer if required by applicable law, after the date on which such Registration Statement was declared effective until by the closing SEC (such period referred to herein as the “Exchange Period”) and at the termination thereof, issue Exchange Bonds in exchange for all Registrable Bonds tendered prior thereto in the Exchange Offer. Each Holder of Registrable Bonds to be exchanged in the Exchange Offer and (D) unless the Exchange Offer would not shall be permitted by applicable law or SEC policyrequired, as a condition to cause the Exchange Offer to be consummated within 315 days following the original issuance of the Securities. The Exchange Securities will be issued under the Indenture. Upon the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence participating in the Exchange Offer, to represent that it being acquires the objective Exchange Bonds in the ordinary course of such Exchange Offer to enable each Holder eligible Holder’s business and electing to exchange Registrable Securities for Exchange Securities that it (assuming that such Holder (Ai) is not an affiliate Affiliate of the Company within the meaning of Rule 405 under the 1933 Act (an "Affiliate")Company, (Bii) does not hold any Bonds to be exchanged for Exchange Bonds in the Exchange Offer that were acquired other than in the ordinary course of business, (iii) is not a broker-dealer tendering Registrable Securities Bonds acquired directly from the Company or one of its Affiliates for its own accountCompany, (C) acquired the Exchange Securities in the ordinary course of such Holder's business and (Div) at the time of the consummation of the Exchange Offer Offer, has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of distributing the Exchange Securities) to transfer such Exchange Securities from and after their receipt without any limitations or restrictions under the 1933 Act and without material restrictions under the securities laws of a substantial portion of the several states of the United StatesBonds. In connection with the Exchange Offer, the Company willshall:

Exchange Offer. The Company Operating Partnership shall, for the benefit of the Holders, at the CompanyOperating Partnership's cost, (A) use its reasonable commercial best efforts (A) to prepare and, as soon as practicable but not later than 90 days after the Closing Date, file with the SEC the an Exchange Offer Registration Statement not later than 180 days following on an appropriate form under the original issuance of the Securities 1933 Act with respect to a proposed Exchange Offer and the issuance and delivery to the Holders, in exchange for the Registrable Securities (other than Private Exchange Securities), of a like principal amount of Exchange Securities, (B) use its reasonable best efforts to cause the Exchange Offer Registration Statement to be declared effective under the 1933 Act within 270 135 days of the original issuance of the SecuritiesClosing Date, (C) use its reasonable best efforts to keep the Exchange Offer Registration Statement effective until the closing of the Exchange Offer Offer, and (D) unless the Exchange Offer would not be permitted by applicable law or SEC policy, use its reasonable best efforts to cause the Exchange Offer to be consummated within 315 not later than 180 days following the original issuance of the SecuritiesClosing Date. The Exchange Securities will be issued under the Indenture. Upon the effectiveness of the Exchange Offer Registration Statement, the Company Operating Partnership shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Securities for Exchange Securities (assuming that such Holder (Aa) is not an affiliate of the Company Operating Partnership within the meaning of Rule 405 under the 1933 Act (an "Affiliate")Act, (Bb) is not a broker-dealer tendering Registrable Securities acquired directly from the Company or one of its Affiliates Operating Partnership for its own account, (Cc) acquired the Exchange Securities in the ordinary course of such Holder's business business, and (Dd) at the time of the consummation of the Exchange Offer has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of distributing the Exchange Securities) to transfer such Exchange Securities from and after their receipt without any limitations or restrictions under the 1933 Act and without material restrictions under the state securities laws of a substantial portion of the several states of the United Statesor blue sky laws. In connection with the Exchange Offer, the Company willOperating Partnership shall:

Exchange Offer. The Company Operating Partnership shall, for the benefit of the Holders, at the CompanyOperating Partnership's cost, (A) use its reasonable commercial best efforts (A) to prepare and, as soon as practicable but not later than 90 days after the Closing Date, file with the SEC the an Exchange Offer Registration Statement not later than 180 days following on an appropriate form under the original issuance of the Securities 1933 Act with respect to a proposed Exchange Offer and the issuance and delivery to the Holders, in exchange for the Registrable Securities (other than Private Exchange Securities), of a like principal amount of Exchange Securities, (B) use its reasonable best efforts to cause the Exchange Offer Registration Statement to be declared effective under the 1933 Act within 270 135 days of the original issuance of the SecuritiesClosing Date, (C) use its reasonable best efforts to keep the Exchange Offer Registration Statement effective until the closing of the Exchange Offer Offer, and (D) unless the Exchange Offer would not be permitted by applicable law or SEC policy, use its reasonable best efforts to cause the Exchange Offer to be consummated within 315 not later than 180 days following the original issuance of the SecuritiesClosing Date. The Exchange Securities will be issued under the Indenture. Upon the effectiveness of the Exchange Offer Registration Statement, the Company Operating Partnership shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Securities for Exchange Securities (assuming that such Holder (Aa) is not an affiliate of the Company Operating Partnership within the meaning of Rule 405 under the 1933 Act (an "Affiliate")Act, (Bb) is not a broker-dealer tendering Registrable Securities acquired directly from the Company or one of its Affiliates Operating Partnership for its own account, (Cc) acquired the Exchange Securities in the ordinary course of such Holder's business and business, or (Dd) at the time of the consummation of the Exchange Offer has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of distributing the Exchange Securities) to transfer such Exchange Securities from and after their receipt without any limitations or restrictions under the 1933 Act and without material restrictions under the state securities laws of a substantial portion of the several states of the United Statesor blue sky laws. In connection with the Exchange Offer, the Company willOperating Partnership shall:

Exchange Offer. The Company shall, for the benefit of the Holders, at the Company's cost, ’s cost use its reasonable commercial best efforts to, (A) to prepare and, as soon as practicable but not later than 120 days following the Closing Date, file with the SEC the an Exchange Offer Registration Statement not later than 180 days following on an appropriate form under the original issuance of the Securities 1933 Act with respect to a proposed Exchange Offer and the issuance and delivery to the Holders, in exchange for the Registrable Securities (other than Private Exchange Securities), of a like principal amount of Exchange SecuritiesSecurities that are securities of the applicable series, (B) to cause the Exchange Offer Registration Statement to be declared effective under the 1933 Act within 270 210 days of the original issuance of the SecuritiesClosing Date, (C) to keep the Exchange Offer Registration Statement effective until the closing of the Exchange Offer and (D) unless the Exchange Offer would not be permitted by applicable law or SEC policy, to cause the Exchange Offer to be consummated within 315 not later than 240 days following the original issuance of Closing Date. The Exchange Offer Registration Statement may be used by the SecuritiesCompany in connection with a proposed exchange offer with respect to any Exchange Notes (as defined in the Indenture). The Exchange Securities will be issued under the Indenture. Upon the effectiveness of the Exchange Offer Registration Statement, the Company Issuers shall as promptly as practicable commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Securities for Exchange Securities (assuming that such Holder (Aa) is not an affiliate of the Company within the meaning of Rule 405 under the 1933 Act (an "Affiliate")Act, (Bb) is not a broker-dealer tendering Registrable Securities acquired directly from the Company or one of its Affiliates for its own account, (Cc) acquired the Exchange Securities in the ordinary course of such Holder's ’s business and (Dd) at the time of the consummation of the Exchange Offer has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of distributing the Exchange Securities) to transfer such Exchange Securities from and after their receipt without any limitations or restrictions under the 1933 Act and without material restrictions under the state securities laws of a substantial portion of the several states of the United Statesor blue sky laws. In connection with the Exchange Offer, the Company willIssuers shall:

Exchange Offer. The Company shall, for the benefit of the Holders, at the Company's cost, use its reasonable commercial efforts (A) to prepare and, as soon as practicable but not later than 90 days following the Closing Date, file with the SEC under the 1933 Act an Exchange Offer Registration Statement not later than 180 days following the original issuance of the Securities on an appropriate form with respect to a proposed Exchange Offer and the issuance and delivery offer of the Company to the Holders, in Holders to exchange for all of the Registrable Securities, of Notes (other than Private Exchange Notes) for a like principal amount of Exchange SecuritiesNotes, (B) use its best efforts to cause the Exchange Offer Registration Statement to be declared effective under the 1933 Act within 270 150 days of the original issuance of the SecuritiesClosing Date, (C) use its best efforts to keep the Exchange Offer Registration Statement effective until the closing of the Exchange Offer and (D) unless the Exchange Offer would not be permitted by applicable law or SEC policy, use its best efforts to cause the Exchange Offer to be consummated within 315 not later than 30 days following the original issuance of date on which the SecuritiesExchange Offer Registration Statement is declared effective. The Exchange Securities Notes will be issued under the Indenture. 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 enable each Holder eligible and electing to exchange Registrable Securities Notes for Exchange Securities Notes (assuming that such Holder (Aa) is not an affiliate of the Company within the meaning of Rule 405 under the 1933 Act (an "Affiliate")Act, (Bb) is not a broker-dealer tendering Registrable Securities Notes acquired directly from the Company or one of its Affiliates for its own account, (Cc) acquired the Exchange Securities Notes in the ordinary course of such Holder's business and (Dd) at the time of the consummation of the Exchange Offer has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of distributing the Exchange SecuritiesNotes) to transfer such Exchange Securities Notes from and after their receipt without any limitations or restrictions under the 1933 Act and without material restrictions under the state securities laws of a substantial portion of the several states of the United Statesor blue sky laws. In connection with the Exchange Offer, the Company willshall:

Exchange Offer. The Company Operating Partnership shall, for the benefit of the Holders, at the Company's Operating Partnership’s cost, (A) use its reasonable commercial best efforts (A) to prepare and, as soon as practicable but not later than 90 days after the Closing Date, file with the SEC the an Exchange Offer Registration Statement not later than 180 days following on an appropriate form under the original issuance of the Securities 1933 Act with respect to a proposed Exchange Offer and the issuance and delivery to the Holders, in exchange for the Registrable Securities (other than Private Exchange Securities), of a like principal amount of Exchange Securities, (B) use its reasonable best efforts to cause the Exchange Offer Registration Statement to be declared effective under the 1933 Act within 270 150 days of the original issuance of the SecuritiesClosing Date, (C) use its reasonable best efforts to keep the Exchange Offer Registration Statement effective until the closing of the Exchange Offer Offer, and (D) unless the Exchange Offer would not be permitted by applicable law or SEC policy, use its reasonable best efforts to cause the Exchange Offer to be consummated within 315 not later than 180 days following the original issuance of the SecuritiesClosing Date. The Exchange Securities will shall be issued under the Indenture. Upon the effectiveness of the Exchange Offer Registration Statement, the Company Operating Partnership shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Securities for Exchange Securities (assuming that such Holder (Aa) is not an affiliate of the Company Operating Partnership within the meaning of Rule 405 under the 1933 Act (an "Affiliate")Act, (Bb) is not a broker-dealer tendering Registrable Securities acquired directly from the Company or one of its Affiliates Operating Partnership for its own account, (Cc) acquired the Exchange Securities in the ordinary course of such Holder's business and ’s business, or (Dd) at the time of the consummation of the Exchange Offer has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of distributing the Exchange Securities) to transfer such Exchange Securities from and after their receipt without any limitations or restrictions under the 1933 Act and without material restrictions under the state securities laws of a substantial portion of the several states of the United Statesor blue sky laws. In connection with the Exchange Offer, the Company willOperating Partnership shall:

Exchange Offer. The Company shallshaxx, for xxx the benefit of the Holders, at the Company's cost, use its reasonable commercial efforts (A) to file with the SEC the Exchange Offer Registration Statement not later than 180 days following the original issuance of the Securities March 25, 2003 with respect to a proposed Exchange Offer and the issuance and delivery to the Holders, in exchange for the Registrable Securities, of a like principal amount of Exchange Securities, (B) to cause the Exchange Offer Registration Statement to be declared effective under the 1933 Act within 270 days of the original issuance of the SecuritiesMarch 25, 2003, (C) to keep the Exchange Offer Registration Statement effective until the closing of the Exchange Offer and (D) unless the Exchange Offer would not be permitted by applicable law or SEC policy, to cause the Exchange Offer to be consummated within 315 days following the original issuance of the SecuritiesMarch 25, 2003. The Exchange Securities will be issued under the Indenture. 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 enable each Holder eligible and electing to exchange Registrable Securities for Exchange Securities (assuming that such Holder (A) is not an affiliate of the Company within the meaning of Rule 405 under the 1933 Act (an "Affiliate"), (B) is not a broker-dealer tendering Registrable Securities acquired directly from the Company or one of its Affiliates for its own account, (C) acquired the Exchange Securities in the ordinary course of such Holder's business and (D) at the time of the consummation of the Exchange Offer has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of distributing the Exchange Securities) to transfer such Exchange Securities from and after their receipt without any limitations or restrictions under the 1933 Act and without material restrictions under the securities laws of a substantial portion of the several states of the United States. In connection with the Exchange Offer, the Company will:

Exchange Offer. The Company shall, for the benefit of the Holders, at the Company's cost, use its reasonable commercial efforts (A) to prepare and, as soon as practicable but not later than 90 days following the Closing Date, file with the SEC the an Exchange Offer Registration Statement not later than 180 days following the original issuance of the Securities with respect to a proposed Exchange Offer and the issuance and delivery to the Holders, in exchange for the Registrable Securities144A Notes, of a like principal amount of Exchange SecuritiesRegistered Notes, (B) use its reasonable best efforts to cause the Exchange Offer Registration Statement to be declared effective under the 1933 Act within 270 180 days of the original issuance of the SecuritiesClosing Date, (C) use its reasonable best efforts to keep the Exchange Offer Registration Statement effective until the closing of the Exchange Offer and (D) unless the Exchange Offer would not be permitted by applicable law or SEC policy, use its reasonable best efforts to cause the Exchange Offer to be consummated within 315 not later than 225 days following the original issuance of the Securities. The Exchange Securities will be issued under the IndentureClosing Date. 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 enable each Holder eligible and electing to exchange Registrable Securities 144A Notes for Exchange Securities Registered Notes (assuming that such Holder (Aa) is not an affiliate of the Company within the meaning of Rule 405 under the 1933 Act (an "Affiliate")Act, (Bb) is not a broker-dealer tendering Registrable Securities 144A Notes acquired directly from the Company or one of its Affiliates for its own account, (Cc) acquired or will acquire the Exchange Securities 144A Notes and Registered Notes in the ordinary course of such Holder's business and (Dd) at the time of the consummation of the Exchange Offer has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of distributing the Exchange SecuritiesRegistered Notes) to transfer such Exchange Securities Registered Notes from and after their receipt without any limitations or restrictions under the 1933 Act and without material restrictions under the state securities laws of a substantial portion of the several states of the United Statesor blue sky laws. In connection with the Exchange Offer, the Company willshall:

Exchange Offer. The Company shallsxxxx, for xxr the benefit of the Holders, at the Company's cost, use its reasonable commercial efforts (A) to file with the SEC the Exchange Offer Registration Statement not later than 180 days following the original issuance of the Securities March 25, 2003 with respect to a proposed Exchange Offer and the issuance and delivery to the Holders, in exchange for the Registrable Securities, of a like principal amount of Exchange Securities, (B) to cause the Exchange Offer Registration Statement to be declared effective under the 1933 Act within 270 days of the original issuance of the SecuritiesMarch 25, 2003, (C) to keep the Exchange Offer Registration Statement effective until the closing of the Exchange Offer and (D) unless the Exchange Offer would not be permitted by applicable law or SEC policy, to cause the Exchange Offer to be consummated within 315 days following the original issuance of the SecuritiesMarch 25, 2003. The Exchange Securities will be issued under the Indenture. 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 enable each Holder eligible and electing to exchange Registrable Securities for Exchange Securities (assuming that such Holder (A) is not an affiliate of the Company within the meaning of Rule 405 under the 1933 Act (an "Affiliate"), (B) is not a broker-dealer tendering Registrable Securities acquired directly from the Company or one of its Affiliates for its own account, (C) acquired the Exchange Securities in the ordinary course of such Holder's business and (D) at the time of the consummation of the Exchange Offer has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of distributing the Exchange Securities) to transfer such Exchange Securities from and after their receipt without any limitations or restrictions under the 1933 Act and without material restrictions under the securities laws of a substantial portion of the several states of the United States. In connection with the Exchange Offer, the Company will:

Exchange Offer. The Company shallCompanx xxxxx, for the benefit of the Holders, at the Company's cost, use its reasonable commercial efforts (A) to prepare and, as soon as practicable but not later than 105 days following the Closing Date, file with the SEC the an Exchange Offer Registration Statement not later than 180 days following on an appropriate form under the original issuance of the Securities 1933 Act with respect to a proposed Exchange Offer and the issuance and delivery to the Holders, in exchange for the Registrable Securities, of a like principal amount of Exchange Securities, (B) use its reasonable best efforts to cause the Exchange Offer Registration Statement to be declared effective under the 1933 Act within 270 150 days of the original issuance of the SecuritiesClosing Date, (C) use its reasonable best efforts to keep the Exchange Offer Registration Statement effective until the closing of the Exchange Offer and (D) unless the Exchange Offer would not be permitted by applicable law or SEC policy, use its reasonable best efforts to cause the Exchange Offer to be consummated within 315 not later than 180 days following the original issuance of the SecuritiesClosing Date. The Exchange Securities will be issued under the Indenture. 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 enable each Holder eligible and electing to exchange Registrable Securities for Exchange Securities (assuming that such Holder (Aa) is not an affiliate of the Company within the meaning of Rule 405 under the 1933 Act (an "Affiliate")Act, (Bb) is not a broker-dealer tendering Registrable Securities acquired directly from the Company or one of its Affiliates for its own account, (Cc) acquired the Exchange Securities in the ordinary course of such Holder's business and (Dd) at the time of the consummation of the Exchange Offer has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of distributing the Exchange Securities) to transfer such Exchange Securities from and after their receipt without any limitations or restrictions under the registration requirements of the 1933 Act and without material restrictions under the state securities laws of a substantial portion of the several states of the United Statesor blue sky laws. In connection with the Exchange Offer, the Company willshall:

Exchange Offer. The Company shall, for the benefit of the -------------- Holders, at the Company's cost, use its reasonable commercial efforts (A) to prepare and not later than 90 calendar days following the Closing Date, file with the SEC the an Exchange Offer Registration Statement not later than 180 days following on an appropriate form under the original issuance of the Securities 1933 Act with respect to a proposed Exchange Offer and the issuance and delivery to the Holders, in exchange for the Registrable Securities (other than Private Exchange Securities), of a like principal amount of Exchange Securities, (B) use its reasonable efforts to cause the Exchange Offer Registration Statement to be declared effective under the 1933 Act within 270 180 calendar days of the original issuance of the SecuritiesClosing Date, (C) use its reasonable efforts to keep the Exchange Offer Registration Statement effective until the closing of the Exchange Offer and (D) unless the Exchange Offer would not be permitted by applicable law or SEC policy, use its reasonable efforts to cause the Exchange Offer to be consummated within 315 not later than 210 calendar days following the original issuance of the SecuritiesClosing Date. The Exchange Securities will be issued under the Indenture. Upon the effectiveness of the Exchange Offer Registration Statement, within the agreed-upon time limits, the Company shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Securities for Exchange Securities (assuming that such Holder (Aa) is not an affiliate of the Company within the meaning of Rule 405 under the 1933 Act (an "Affiliate")Act, (Bb) is not a broker-dealer tendering Registrable Securities acquired directly from the Company or one of its Affiliates for its own account, (Cc) acquired the Exchange Securities in the ordinary course of such Holder's business and (Dd) at the time of the consummation of the Exchange Offer has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of distributing the Exchange Securities) to transfer such Exchange Securities from and after their receipt without any limitations or restrictions under the 1933 Act and without material restrictions under state securities or blue sky laws. In order to participate in the Exchange Offer, each Holder must represent to the Company at the time of the Consummation of the Exchange Offer that it (a) is not an affiliate of the Company within the meaning of Rule 405 under the securities laws 1933 Act, (b) is not a broker-dealer tendering Registrable Securities acquired directly from the Company for its own account, (c) acquired the Exchange Securities in the ordinary course of a substantial portion such Holder's business and (d) has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of distributing the several states of the United StatesExchange Securities. In connection with the Exchange Offer, the Company willshall:

Exchange Offer. The Company shall, for the benefit of the Holders, at the Company's cost, use its reasonable commercial efforts shall (A) to prepare and, as soon as practicable but not later than 45 calendar days following the Closing Date, file with the SEC the an Exchange Offer Registration Statement not later than 180 days following on an appropriate form under the original issuance of the Securities 1933 Act with respect to a proposed Exchange Offer and the issuance and delivery to the Holders, in exchange for the Registrable Securities, of a like principal amount of Exchange Securities, (B) use its best efforts to cause the Exchange Offer Registration Statement to be declared effective under the 1933 Act within 270 120 calendar days of the original issuance of the SecuritiesClosing Date, (C) use its best efforts to keep the Exchange Offer Registration Statement effective until the closing of the Exchange Offer and (D) unless the Exchange Offer would not be permitted by applicable law or SEC policy, use its best efforts to cause the Exchange Offer to be consummated within 315 not later than 150 calendar days following the original issuance of the SecuritiesClosing Date. The Exchange Securities will be issued under the Indenture. 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 enable each Holder eligible and electing to exchange Registrable Securities for Exchange Securities (assuming that such Holder (Aa) is not an affiliate of the Company within the meaning of Rule 405 under the 1933 Act (an "Affiliate")Act, (Bb) is not a broker-dealer tendering Registrable Securities acquired directly from the Company or one of its Affiliates for its own account, (Cc) acquired the Exchange Securities in the ordinary course of such Holder's business and (Dd) at the time of the consummation of the Exchange Offer has no arrangements or understandings with any Person person to participate in the Exchange Offer for the purpose of distributing the Exchange Securities) to transfer such Exchange Securities from and after their receipt without any limitations or restrictions under the 1933 Act and without material restrictions under the securities laws of a substantial portion proportion of the several states of the United States. In connection with the Exchange Offer, the Company will:.

Exchange Offer. The Company (i) To the extent not prohibited by any applicable law or applicable interpretation of the staff of the SEC, DP&L shall, for the benefit of the Holders, at the CompanyDP&L's cost, use its reasonable commercial best efforts to (A) prepare and cause to file be filed with the SEC SEC, not later than 120 days after the Issue Date, an Exchange Offer Registration Statement not later than 180 days following the original issuance of on an appropriate form under the Securities with respect to a proposed Exchange Offer and the issuance and delivery Act relating to the Holders, in exchange for the Registrable Securities, of a like principal amount of Exchange SecuritiesOffer, (B) to cause the such Exchange Offer Registration Statement to be declared effective under the 1933 Securities Act within 270 by the SEC not later than 180 days of after the original issuance of the Securities, Issue Date and (C) to keep the such Exchange Offer Registration Statement effective until for not less than 30 calendar days (or longer if required by applicable law, and in any event through the closing Exchange Period) after the date the Notice of the Exchange Offer and (D) unless is mailed to the Exchange Offer would not be permitted by applicable law or SEC policy, to cause the Exchange Offer to be consummated within 315 days following the original issuance of the Securities. The Exchange Securities will be issued under the IndentureHolders. Upon the effectiveness of the Exchange Offer Registration Statement, the Company DP&L shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and so electing to exchange Registrable Securities for a like principal amount of Exchange Securities Bonds (assuming that such Holder (Aw) is not an affiliate Affiliate of the Company within the meaning of Rule 405 under the 1933 Act (an "Affiliate")DP&L, (Bx) is not a broker-dealer tendering Registrable Securities acquired directly from the Company or one of its Affiliates DP&L for its own account, (Cy) acquired acquires the Exchange Securities Bonds in the ordinary course of such Holder's business and (Dz) at the time of the consummation of the Exchange Offer has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of distributing the Exchange SecuritiesBonds and is not otherwise prohibited by any law or policy of the SEC from participating in the Exchange Offer) (any Holder meeting all such requirements, hereinafter an "Eligible Holder"), and to transfer such Exchange Securities Bonds from and after their receipt without any limitations or restrictions under the 1933 Securities Act and without material restrictions under the state securities laws of a substantial portion of the several states of the United States. In connection with the Exchange Offer, the Company will:or blue sky laws.

Exchange Offer. The To the extent not prohibited by any applicable law or applicable interpretation of the staff of the SEC, the Company and the Trust shall, for the benefit of the Holders, at the Company's cost, use its reasonable commercial best efforts to (Ai) cause to file be filed with the SEC within 150 days after the Issue Date an Exchange Offer Registration Statement not later than 180 days following the original issuance of on an appropriate form under the Securities with respect to a proposed Act covering the Exchange Offer and the issuance and delivery to the Holders, in exchange for the Registrable Securities, of a like principal amount of Exchange SecuritiesOffer, (Bii) to cause the such Exchange Offer Registration Statement to be declared effective under the 1933 Securities Act within 270 180 days of after the original issuance of the SecuritiesIssue Date, and (Ciii) to keep the such Exchange Offer Registration Statement effective until for not less than 30 calendar days (or longer if required by applicable law) after the closing date notice of the Exchange Offer and (D) unless has been mailed to the Exchange Offer would not be permitted by applicable law or SEC policy, to cause the Exchange Offer to be consummated within 315 days following the original issuance of the Securities. The Exchange Securities will be issued under the IndentureHolders. Upon the effectiveness of the Exchange Offer Registration Statement, the Company and the Trust shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Securities for a like principal amount of Exchange Securities Debentures or a like liquidation amount of Exchange Capital Securities, together with the Exchange Guarantee, as applicable (assuming that such Holder (Ai) is not an affiliate Affiliate of the Company within the meaning of Rule 405 under the 1933 Act (an "Affiliate")Company, (Bii) is not a broker-dealer tendering Registrable Securities acquired directly from the Company or one of its Affiliates for its own account, (Ciii) acquired acquires the Exchange Securities in the ordinary course of such Holder's business and (Div) at the time of the consummation of the Exchange Offer has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of distributing the Exchange Securities) to transfer such Exchange Securities from and after their receipt without any limitations or restrictions under the 1933 Securities Act and without material restrictions under the securities laws of a substantial portion of the several states of the United Statesstate securi ties or blue sky laws. In connection with the Exchange Offer, the Company willand the Trust shall:

Exchange Offer. The To the extent not prohibited by any applicable law or applicable interpretation of the staff of the SEC, the Company shall, for the benefit of the Holders, at the Company's cost, use its reasonable commercial best efforts to (Ai) cause to file be filed with the SEC the an Exchange Offer Registration Statement not later than 180 days following the original issuance of on an appropriate form under the Securities with respect to a proposed Act covering the Exchange Offer and the issuance and delivery to the Holders, in exchange for the Registrable Securities, of a like principal amount of Exchange SecuritiesOffer, (Bii) to cause the such Exchange Offer Registration Statement to be declared effective under the 1933 Securities Act within 270 by the SEC not later than the date that is 240 days of after the original issuance of the SecuritiesIssue Date, and (Ciii) to keep the such Exchange Offer Registration Statement effective until for not less than 30 calendar days (or longer if required by applicable law) after the closing date notice of the Exchange Offer and (D) unless is mailed to the Exchange Offer would not be permitted by applicable law or SEC policy, to cause the Exchange Offer to be consummated within 315 days following the original issuance of the Securities. The Exchange Securities will be issued under the IndentureHolders. 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 enable each Holder eligible and electing to exchange Registrable Securities Notes for a like principal amount of Exchange Securities Notes (assuming that such Holder (A) is not an affiliate of the Company within the meaning of Rule 405 under the 1933 Securities Act (an "Affiliate"), (B) and is not a broker-dealer tendering Registrable Securities Notes acquired directly from the Company or one of its Affiliates for its own account, (C) acquired acquires the Exchange Securities Notes in the ordinary course of such Holder's business and (D) at the time of the consummation of the Exchange Offer has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of distributing the Exchange SecuritiesNotes, and is not prohibited by any law or policy of the SEC from participating in the Exchange Offer) to transfer such Exchange Securities Notes from and after their receipt without any limitations or restrictions under the 1933 Securities Act and without material restrictions under the state securities laws of a substantial portion of the several states of the United Statesor blue sky laws. In connection with the Exchange Offer, the Company willshall:

Exchange Offer. The Unless not permitted because of any changes in law, SEC rules or regulations or applicable interpretations thereof by the staff of the SEC, the Company and the Guarantor shall, for the benefit of the Holders, at the Company's cost, use its reasonable commercial efforts (A) to prepare and not later than 120 days following the Closing Date, file with the SEC the an Exchange Offer Registration Statement not later than 180 days following on an appropriate form under the original issuance of the Securities 1933 Act with respect to a proposed Exchange Offer and the issuance and delivery to the Holders, in exchange for the Registrable Securities (other than Private Exchange Securities), of a like principal amount of Exchange Securities, (B) use their reasonable efforts to cause the Exchange Offer Registration Statement to be declared effective under the 1933 Act within 270 180 days of the original issuance of the SecuritiesClosing Date, (C) use their reasonable efforts to keep the Exchange Offer Registration Statement effective until the closing of the Exchange Offer and (D) unless the Exchange Offer would not be permitted by applicable law or SEC policy, use their reasonable efforts to cause the Exchange Offer to be consummated within 315 not later than 210 days following the original issuance of the Securities. The Exchange Securities will be issued under the IndentureClosing Date. Upon the effectiveness of the Exchange Offer Registration Statement, the Company and the Guarantor shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Securities for Exchange Securities (assuming that to transfer such Exchange Securities from and after their receipt without any limitations or restrictions under the 1933 Act and under state securities or blue sky laws. Each Holder participating in the Exchange Offer shall be required, as a condition to such participation, to represent in writing to the Company that, at the time of the consummation of the Exchange Offer, such Holder (Aa) is not an affiliate of the Company within the meaning of Rule 405 under the 1933 Act (an "Affiliate")Act, (Bb) is not a broker-dealer tendering Registrable Securities acquired directly from the Company or one of its Affiliates for its own account, (Cc) acquired the Exchange Securities in the ordinary course of such Holder's ’s business and (Dd) at the time of the consummation of the Exchange Offer has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of distributing the Exchange Securities) to transfer such Exchange Securities from and after their receipt without any limitations or restrictions under the 1933 Act and without material restrictions under the securities laws of a substantial portion of the several states of the United States. In connection with the Exchange Offer, the Company willand the Guarantor shall:

Exchange Offer. The To the extent not prohibited by any applicable law or applicable interpretation of the staff of the SEC, the Company shall, for the benefit of the Holders, at the Company's cost, use its reasonable commercial efforts (Ai) cause to file be filed with the SEC the an Exchange Offer Registration Statement not later than 180 days following the original issuance of on an appropriate form under the Securities with respect to a proposed Act covering the Exchange Offer and the issuance and delivery to the Holders, in exchange for the Registrable Securities, of a like principal amount of Exchange SecuritiesOffer, (Bii) use its reasonable best efforts to cause the such Exchange Offer Registration Statement to be declared effective under the 1933 Securities Act within by the SEC not later than the date that is 270 days after the Issue Date and (iii) promptly offer the Exchange Notes in exchange for surrender of the original issuance Notes upon the effectiveness of the Securities, (C) to keep the Exchange Offer Registration Statement effective until the closing of Statement, and consummate the Exchange Offer and (D) unless the Exchange Offer would not be permitted by applicable law or SEC policy, to cause the Exchange Offer to be consummated within 315 days following after the original issuance of the Securities. The Exchange Securities will be issued under the IndentureIssue Date. Upon the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Exchange Offer, it being understood that the objective of such Exchange Offer is to enable each Holder eligible and electing to exchange Registrable Securities for a like principal amount of Exchange Securities Notes of the respective series (assuming that such Holder (A) is not an affiliate of the Company within the meaning of Rule 405 under the 1933 Securities Act (an "Affiliate"), (B) and is not a broker-dealer tendering Registrable Securities acquired directly from the Company or one of its Affiliates for its own account, (C) acquired acquires the Exchange Securities Notes in the ordinary course of such Holder's business and (D) at the time of the consummation of the Exchange Offer has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of distributing the Exchange SecuritiesNotes) (any Holder meeting all such requirements, hereinafter an "Eligible Holder"), and to transfer such Exchange Securities Notes from and after their receipt without any limitations or restrictions under the 1933 Securities Act and without material restrictions under the state securities laws of a substantial portion of the several states of the United Statesor blue sky laws. In connection with the Exchange Offer, the Company willshall:

Exchange Offer. The Company shalland the Guarantox xxxxx, for the benefit of the Holders, at the Company's and the Guarantor's cost, use its their reasonable commercial best efforts to (A) to prepare and, as soon as practicable but not later than 150 days following the Closing Date, file with the SEC the an Exchange Offer Registration Statement not later than 180 days following on an appropriate form under the original issuance of the Securities 1933 Act with respect to a proposed Exchange Offer and the issuance and delivery to the Holders, in exchange for the Registrable Securities, of a like principal amount of Exchange Securities, (B) to cause the Exchange Offer Registration Statement to be declared effective under the 1933 Act within 270 180 days of the original issuance of the SecuritiesClosing Date, (C) to keep the Exchange Offer Registration Statement effective until the closing of the Exchange Offer and (D) unless the Exchange Offer would not be permitted by applicable law or SEC policy, to cause the Exchange Offer to be consummated within 315 not later than 210 days following the original issuance of the SecuritiesClosing Date. The Exchange Securities will be issued under the Indenture. Upon the effectiveness of the Exchange Offer Registration Statement, the Company and the Guarantor shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Securities for Exchange Securities (assuming that to transfer such Exchange Securities from and after their receipt without any limitations or restrictions under the 1933 Act and under state securities or blue sky laws. Each Holder participating in the Exchange Offer shall be required, as a condition to such participation, to represent in writing to the Company that, at the time of the consummation of the Exchange Offer, such Holder (Aa) is not an affiliate of the Company within the meaning of Rule 405 under the 1933 Act (an "Affiliate")Act, (Bb) is not a broker-dealer tendering Registrable Securities acquired directly from the Company or one of its Affiliates for its own account, (Cc) acquired or will acquire the Exchange Securities in the ordinary course of such Holder's business and (Dd) at the time of the consummation of the Exchange Offer has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of distributing the Exchange Securities) to transfer such Exchange Securities from and after their receipt without any limitations or restrictions under the 1933 Act and without material restrictions under the securities laws of a substantial portion of the several states of the United States. In connection with the Exchange Offer, the Company willand the Guarantor shall:

Exchange Offer. The Each of the Company and the Guarantor shall, for the benefit of the Holders, at the Company's cost, (A) use its reasonable commercial best efforts (A) to file with the SEC the an Exchange Offer Registration Statement not later than 180 within 120 days following on an appropriate form under the original issuance of the Securities 1933 Act with respect to a proposed Exchange Offer and the issuance and delivery to the Holders, in exchange for the Registrable Securities (other than Private Exchange Securities), of a like principal amount of Exchange Securities, (B) use its reasonable best efforts to cause the Exchange Offer Registration Statement to be declared effective under the 1933 Act within 270 230 days of the original issuance of the SecuritiesClosing Date, (C) use its reasonable best efforts to keep the Exchange Offer Registration Statement effective until the closing of the Exchange Offer and Offer, (D) unless the Exchange Offer would not be permitted by applicable law or SEC policy, use its reasonable best efforts to cause the Exchange Offer to be consummated within 315 not later than 265 days following the original issuance Closing Date and (E) for a period of 90 days following the consummation of the Securitiesexchange offer, to make available a prospectus meeting the requirements of the 1933 Act to any such participating broker-dealer for use in connection with any resale of any exchange notes acquired in the exchange offer. If the Company has not consummated the Exchange Offer within 265 days of the Closing Date, then the Company will file as promptly as practicable a Shelf Registration Statement (as described in Section 2.2 hereof). The Exchange Securities will be issued under the Indenture. Upon the effectiveness of the Exchange Offer Registration Statement, the Company and the Guarantor shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Securities for Exchange Securities (assuming that such Holder (Aa) is not an affiliate of the Company within the meaning of "affiliate" (as such term is defined in Rule 405 under the 1933 Act 0000 Xxx) of the Company or the Guarantor (an "Affiliate"), (Bb) is not a broker-dealer tendering Registrable Securities acquired directly from the Company or one of its Affiliates the Guarantor for its own account, (Cc) acquired the Exchange Securities in the ordinary course of such Holder's business and (Dd) at the time of the consummation of the Exchange Offer has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of distributing the Exchange Securities) to transfer such Exchange Securities from and after their receipt without any limitations or restrictions under the 1933 Act and without material restrictions or under state securities or blue sky laws. Exchange Securities will be issued under the securities laws of a substantial portion Exchange Offer as evidence of the several states same continuing indebtedness under the Securities. Under no circumstances will the surrender of the United StatesSecurities and the issue of Exchange Securities constitute new indebtedness or obligate the Company and the Guarantor to repay the principal amount of the Securities. In connection with the Exchange Offer, the Company willand the Guarantor shall:

Exchange Offer. The Company shall, for the benefit of the Holders, at the Company's cost, use its reasonable commercial best efforts (A) to file with the SEC the Exchange Offer Registration Statement not later than 180 120 calendar days following the original issuance of the Securities with respect to a proposed Exchange Offer and the issuance and delivery to the Holders, in exchange for the Registrable Securities, of a like principal amount of Exchange Securities, (B) to cause the Exchange Offer Registration Statement to be declared effective under the 1933 Act within 270 180 calendar days of the original issuance of the Securities, (C) to keep the Exchange Offer Registration Statement effective until the closing of the Exchange Offer and (D) unless the Exchange Offer would not be permitted by applicable law or SEC policy, to cause the Exchange Offer to be consummated within 315 210 calendar days following the original issuance of the Securities. The Exchange Securities will be issued under the Indenture. 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 enable each Holder eligible and electing to exchange Registrable Securities for Exchange Securities (assuming that such Holder (A) is not an affiliate of the Company within the meaning of Rule 405 under the 1933 Act (an "Affiliate")Act, (B) is not a broker-dealer tendering Registrable Securities acquired directly from the Company or one of its Affiliates for its own account, (C) acquired the Exchange Securities in the ordinary course of such Holder's business and (D) at the time of the consummation of the Exchange Offer has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of distributing the Exchange Securities) to transfer such Exchange Securities from and after their receipt without any limitations or restrictions under the 1933 Act and without material restrictions under the securities laws of a substantial portion of the several states of the United States. In connection with the Exchange Offer, the Company will:

Exchange Offer. The Company and xxx Xxxxantors shall, for the benefit of the Holders, at the Company's cost, use its reasonable commercial efforts (A) to prepare and, as soon as practicable but not later than 105 days following the Closing Date, file with the SEC the an Exchange Offer Registration Statement not later than 180 days following on an appropriate form under the original issuance of the Securities 1933 Act with respect to a proposed Exchange Offer and the issuance and delivery to the Holders, in exchange for the Registrable Securities (other than Private Exchange Securities), of a like principal amount of Exchange Securities, (B) use its reasonable best efforts to cause the Exchange Offer Registration Statement to be declared effective under the 1933 Act within 270 195 days of the original issuance of the SecuritiesClosing Date, (C) use its reasonable best efforts to keep the Exchange Offer Registration Statement effective until the closing of the Exchange Offer and (D) unless the Exchange Offer would not be permitted by applicable law or SEC policy, use its reasonable best efforts to cause the Exchange Offer to be consummated within 315 not later than 240 days following the original issuance of the SecuritiesClosing Date. The Exchange Securities will be issued under the Indenture. Upon the effectiveness of the Exchange Offer Registration Statement, the Company and the Guarantors shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Securities for Exchange Securities (assuming that such Holder (Aa) is not an affiliate of the Company or any of the Guarantors within the meaning of Rule 405 under the 1933 Act (an "Affiliate")Act, (Bb) is not a broker-dealer tendering Registrable Securities acquired directly from the Company or one any of its Affiliates the Guarantors for its own account, (Cc) acquired or will acquire the Exchange Securities in the ordinary course of such Holder's business and (Dd) at the time of the consummation of the Exchange Offer has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of distributing the Exchange Securities) to transfer such Exchange Securities from and after their receipt without any limitations or restrictions under the 1933 Act and without material restrictions under the state securities laws of a substantial portion of the several states of the United Statesor blue sky laws. In connection with the Exchange Offer, the Company willand the Guarantors shall:

Exchange Offer. The To the extent not prohibited by any applicable law or applicable interpretation of the staff of the SEC, the Company and the Trust shall, for the benefit of the Holders, at the Company's cost, use its reasonable commercial best efforts to (Ai) cause to file be filed with the SEC within 150 days after the Issue Date an Exchange Offer Registration Statement not later than 180 days following the original issuance of on an appropriate form under the Securities with respect to a proposed Act covering the Exchange Offer and the issuance and delivery to the Holders, in exchange for the Registrable Securities, of a like principal amount of Exchange SecuritiesOffer, (Bii) to cause the such Exchange Offer Registration Statement to be declared effective under the 1933 Securities Act within 270 by the SEC not later than the date which is 180 days of after the original issuance of the SecuritiesIssue Date, and (Ciii) to keep the such Exchange Offer Registration Statement effective until for not less than 30 calendar days (or longer if required by applicable law) after the closing date notice of the Exchange Offer and (D) unless is mailed to the Exchange Offer would not be permitted by applicable law or SEC policy, to cause the Exchange Offer to be consummated within 315 days following the original issuance of the Securities. The Exchange Securities will be issued under the IndentureHolders. Upon the effectiveness of the Exchange Offer Registration Statement, the Company and the Trust shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Securities for a like principal amount of Exchange Securities Debentures or a like liquidation amount of Exchange Capital Securities, together with the Exchange Guarantee, as applicable (assuming that such Holder (A) is not an affiliate of the Company within the meaning of Rule 405 under the 1933 Securities Act (an "Affiliate"), (B) and is not a broker-dealer tendering Registrable Securities acquired directly from the Company or one of its Affiliates for its own account, (C) acquired acquires the Exchange Securities in the ordinary course of such Holder's business and (D) at the time of the consummation of the Exchange Offer has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of distributing the Exchange Securities) to transfer such Exchange Securities from and after their receipt without any limitations or restrictions under the 1933 Securities Act and without material restrictions under the state securities laws of a substantial portion of the several states of the United Statesor blue sky laws. In connection with the Exchange Offer, the Company willand the Trust shall:

Exchange Offer. The Company shall, for the benefit of the Holders, at the Company's cost, use its reasonable commercial efforts (A) to prepare and file with the SEC the an Exchange Offer Registration Statement not later than Statement, within 180 days following the original issuance of the Securities Closing Date, on an appropriate form under the 1933 Act with respect to a proposed Exchange Offer and the issuance and delivery to the Holders, in exchange for the Registrable Transfer Restricted Securities (other than Private Exchange Securities), of a like principal amount of Exchange SecuritiesNotes, (B) use all commercially reasonable efforts to cause the Exchange Offer Registration Statement to be declared effective under the 1933 Act within 270 days of the original issuance of the SecuritiesClosing Date, (C) use all commercially reasonable efforts to keep the Exchange Offer Registration Statement effective until the closing of the Exchange Offer and (D) unless use all commercially reasonable efforts to issue on or prior to 30 days, or longer, if required by United States federal securities laws, after the date on which the Exchange Offer would not be permitted Registration Statement was declared effective by applicable law or SEC policythe SEC, to cause Exchange Notes in exchange for all Transfer Restricted Securities tendered prior thereto in the Exchange Offer to be consummated within 315 days following the original issuance of the SecuritiesOffer. The Exchange Securities Notes will be issued under the Indenture. 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 enable each Holder eligible and electing to exchange Registrable Transfer Restricted Securities for Exchange Securities Notes (assuming that such Holder (Aa) is not an affiliate of the Company within the meaning of Rule 405 under the 1933 Act (an "Affiliate")Act, (Bb) is not a broker-dealer tendering Registrable Transfer Restricted Securities acquired directly from the Company or one of its Affiliates for its own account, (Cc) acquired the Exchange Securities Notes in the ordinary course of such Holder's business and (Dd) at the time of the consummation of the Exchange Offer has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of distributing the Exchange SecuritiesNotes) to transfer such Exchange Securities Notes from and after their receipt without any limitations or restrictions under the 1933 Act and without material restrictions under the state securities laws of a substantial portion of the several states of the United Statesor blue sky laws. In connection with the Exchange Offer, the Company willshall:

Exchange Offer. The Company shall, for the benefit of the Holders, at the Company's ’s cost, use its reasonable commercial efforts (A) to prepare and, as soon as practicable but not later than 90 days following the Closing Date, file with the SEC the an Exchange Offer Registration Statement not later than 180 days following on an appropriate form under the original issuance of the Securities 1933 Act with respect to a proposed Exchange Offer and the issuance and delivery to the Holders, in exchange for the Registrable Securities (other than Private Exchange Securities), of a like principal amount of Exchange Securities, (B) use commercially reasonable efforts to cause the Exchange Offer Registration Statement to be declared effective under the 1933 Act within 270 180 days of the original issuance of the SecuritiesClosing Date, (C) use commercially reasonable efforts to keep the Exchange Offer Registration Statement effective until the closing of the Exchange Offer and (D) unless the Exchange Offer would not be permitted by applicable law or SEC policy, use commercially reasonable efforts to cause the Exchange Offer to be consummated within 315 not later than 210 days following the original issuance of the SecuritiesClosing Date. The Exchange Securities will be issued under the Indenture. 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 enable each Holder eligible and electing to exchange Registrable Securities for Exchange Securities (assuming that such Holder (Aa) is not an affiliate of the Company within the meaning of Rule 405 under the 1933 Act (an "Affiliate")Act, (Bb) is not a broker-dealer tendering Registrable Securities acquired directly from the Company or one of its Affiliates for its own account, (Cc) has acquired or will acquire the Exchange Securities in the ordinary course of such Holder's ’s business and (Dd) at the time of the consummation of the Exchange Offer has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of distributing the Exchange Securities) to transfer such Exchange Securities from and after their receipt without any limitations or restrictions under the 1933 Act and without material restrictions under the state securities laws of a substantial portion of the several states of the United Statesor blue sky laws. In connection with the Exchange Offer, the Company willshall:

Exchange Offer. The Company Operating Partnership shall, for the benefit of the Holders, at the CompanyOperating Partnership's cost, (A) use its reasonable commercial best efforts (A) to prepare and, as soon as practicable but not later than 90 days after the Closing Date, file with the SEC the Commission an Exchange Offer Registration Statement not later than 180 days following the original issuance of on an appropriate form under the Securities Act with respect to a proposed Exchange Offer and the issuance and delivery to the Holders, in exchange for the Registrable Securities (other than Private Exchange Securities), of a like principal amount of Exchange Securities, (B) use its reasonable best efforts to cause the Exchange Offer Registration Statement to be declared effective under the 1933 Securities Act within 270 135 days of the original issuance of the SecuritiesClosing Date, (C) use its reasonable best efforts to keep the Exchange Offer Registration Statement effective until the closing of the Exchange Offer Offer, and (D) unless the Exchange Offer would not be permitted by applicable law or SEC policy, use its reasonable best efforts to cause the Exchange Offer to be consummated within 315 not later than 180 days following the original issuance of the SecuritiesClosing Date. The Exchange Securities will be issued under the Indenture. Upon the effectiveness of the Exchange Offer Registration Statement, the Company Operating Partnership shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Securities for Exchange Securities (assuming that such Holder (Aa) is not an affiliate of the Company Operating Partnership within the meaning of Rule 405 under the 1933 Act (an "Affiliate")Securities Act, (Bb) is not a broker-dealer tendering Registrable Securities acquired directly from the Company or one of its Affiliates Operating Partnership for its own account, (Cc) acquired the Exchange Securities in the ordinary course of such Holder's business and business, or (Dd) at the time of the consummation of the Exchange Offer has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of distributing the Exchange Securities) to transfer such Exchange Securities from and after their receipt without any limitations or restrictions under the 1933 Securities Act and without material restrictions under the state securities laws of a substantial portion of the several states of the United Statesor blue sky laws. In connection with the Exchange Offer, the Company willOperating Partnership shall:

Exchange Offer. The Company shall, for the benefit of the Holders, at the Company's cost, use its reasonable commercial efforts (A) to prepare and not later than 90 calendar days following the Closing Date, file with the SEC the an Exchange Offer Registration Statement not later than 180 days following on an appropriate form under the original issuance of the Securities 1933 Act with respect to a proposed Exchange Offer and the issuance and delivery to the Holders, in exchange for the Registrable Securities, of a like principal amount of Exchange Securities, (B) use its reasonable efforts to cause the Exchange Offer Registration Statement to be declared effective under the 1933 Act within 270 225 calendar days of the original issuance of the SecuritiesClosing Date, (C) use its reasonable efforts to keep the Exchange Offer Registration Statement effective until the closing of the Exchange Offer and (D) unless the Exchange Offer would not be permitted by applicable law or SEC policy, use its reasonable efforts to cause the Exchange Offer to be consummated within 315 not later than 270 calendar days following the original issuance of the SecuritiesClosing Date. The Exchange Securities will be issued under the Indenture. Upon the effectiveness of the Exchange Offer Registration Statement, within the agreed-upon time limits, the Company shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Securities for Exchange Securities (assuming that such Holder (Aa) is not an affiliate of the Company within the meaning of Rule 405 under the 1933 Act (an "Affiliate")Act, (Bb) is not a broker-dealer tendering Registrable Securities who tendered Old Notes acquired directly from the Company or one of its Affiliates for its own accountaccount in exchange for New Notes, (Cc) acquired the Exchange Securities in the ordinary course of such Holder's business and (Dd) at the time of the consummation of the Exchange Offer has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of distributing the Exchange Securities) to transfer such Exchange Securities from and after their receipt without any limitations or restrictions under the 1933 Act and without material restrictions under state securities or blue sky laws. In order to participate in the Exchange Offer, each Holder must represent to the Company at the time of the consummation of the Exchange Offer that it (i) is not an affiliate of the Company within the meaning of Rule 405 under the securities laws 1933 Act, (ii) is not a broker-dealer who tendered Old Notes acquired directly from the Company for its own account in exchange for New Notes, (iii) acquired the Exchange Securities in the ordinary course of a substantial portion such Holder's business and (iv) has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of distributing the several states of the United StatesExchange Securities. In connection with the Exchange Offer, the Company willshall:

Exchange Offer. The Company shall, for form under the benefit of the Holders, at the Company's cost, use its reasonable commercial efforts (A) to file with the SEC Securities Act covering the Exchange Offer Registration Statement not later than 180 days following the original issuance of the Securities with respect to a proposed Exchange Offer and the issuance and delivery to the Holders, in exchange for the Registrable Securities, of a like principal amount of Exchange SecuritiesOffer, (Bii) to cause the such Exchange Offer Registration Statement to be declared effective under the 1933 Securities Act within 270 by the SEC not later than the date which is 180 days of after the original issuance of the SecuritiesIssue Date, and (Ciii) to keep the such Exchange Offer Registration Statement effective until for not less than 30 calendar days (or longer if required by applicable law) after the closing date notice of the Exchange Offer and (D) unless is mailed to the Holders. Notwithstanding the foregoing, in the event that the Company shall determine in good faith that there is a reasonable likelihood that, or a material uncertainty as to whether, consummation of the Exchange Offer would not be permitted by applicable law or SEC policyresult in an adverse tax consequence to the Company (a "Tax Contingency"), the Trust and the Company may elect, in lieu of the commencement of the Exchange Offer, to file and cause the Exchange Offer to be consummated within 315 days following the original issuance declared effective a Shelf Registration Statement covering resales of the Securities. The Exchange Series A Securities will be issued under the Indentureas provided in Section 2(b) hereof. Upon the effectiveness of the Exchange Offer Registration Statement, the Company and the Trust shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Securities for a like principal amount of Exchange Securities Debentures or a like liquidation amount of Exchange Capital Securities, together with the Exchange Guarantee, as applicable (assuming that such Holder (A) is not an affiliate of the Company within the meaning of Rule 405 under the 1933 Securities Act (an "Affiliate"), (B) and is not a broker-dealer tendering Registrable Securities acquired directly from the Company or one of its Affiliates for its own account, (C) acquired acquires the Exchange Securities in the ordinary course of such Holder's business and (D) at the time of the consummation of the Exchange Offer has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of distributing the Exchange Securities) to transfer such Exchange Securities from and after their receipt without any limitations or restrictions under the 1933 Securities Act and without material restrictions under the state securities laws of a substantial portion of the several states of the United Statesor blue sky laws. In connection with the Exchange Offer, the Company willand the Trust shall:

Exchange Offer. The Company (i) To the extent not prohibited by any applicable law or applicable interpretation of the staff of the SEC, DPL shall, for the benefit of the Holders, at the CompanyDPL's cost, use its reasonable commercial best efforts to (A) prepare and cause to file be filed with the SEC SEC, not later than 120 days after the Issue Date, an Exchange Offer Registration Statement not later than 180 days following the original issuance of on an appropriate form under the Securities with respect to a proposed Exchange Offer and the issuance and delivery Act relating to the Holders, in exchange for the Registrable Securities, of a like principal amount of Exchange SecuritiesOffer, (B) to cause the such Exchange Offer Registration Statement to be declared effective under the 1933 Securities Act within 270 by the SEC not later than 180 days of after the original issuance of the Securities, Issue Date and (C) to keep the such Exchange Offer Registration Statement effective until for not less than 30 calendar days (or longer if required by applicable law, and in any event through the closing Exchange Period) after the date the Notice of the Exchange Offer and (D) unless is mailed to the Exchange Offer would not be permitted by applicable law or SEC policy, to cause the Exchange Offer to be consummated within 315 days following the original issuance of the Securities. The Exchange Securities will be issued under the IndentureHolders. Upon the effectiveness of the Exchange Offer Registration Statement, the Company DPL shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and so electing to exchange Registrable Securities for a like principal amount of Exchange Securities Notes (assuming that such Holder (Aw) is not an affiliate Affiliate of the Company within the meaning of Rule 405 under the 1933 Act (an "Affiliate")DPL, (Bx) is not a broker-dealer tendering Registrable Securities acquired directly from the Company or one of its Affiliates DPL for its own account, (Cy) acquired acquires the Exchange Securities Notes in the ordinary course of such Holder's business and (Dz) at the time of the consummation of the Exchange Offer has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of distributing the Exchange SecuritiesNotes and is not otherwise prohibited by any law or policy of the SEC from participating in the Exchange Offer) (any Holder meeting all such requirements, hereinafter an "Eligible Holder"), and to transfer such Exchange Securities Notes from and after their receipt without any limitations or restrictions under the 1933 Securities Act and without material restrictions under the state securities laws of a substantial portion of the several states of the United States. In connection with the Exchange Offer, the Company will:or blue sky laws.

Exchange Offer. (a) The Issuer and the Company shallshall (i) prepare and, for as soon as practicable but not later than 45 days following the benefit of the HoldersClosing Date, at the Company's cost, use its reasonable commercial efforts (A) to file with the SEC the an Exchange Offer Registration Statement not later than 180 days following the original issuance of the Securities with respect to a proposed Exchange Offer and the issuance and delivery to the Holders, in exchange for the Registrable Securities, of a like principal amount of Exchange Securities, which will have terms identical in all material respects to the Notes (Bexcept that the Exchange Notes will not contain terms with respect to transfer restrictions or interest rate increases as described herein), (ii) use their best efforts to cause the Exchange Offer Registration Statement to be declared effective under the 1933 Act within 270 135 days of following the original issuance of the SecuritiesClosing Date, (Ciii) use their best efforts to keep the Exchange Offer Registration Statement effective until the closing of the Exchange Offer Offer, and (Div) unless the Exchange Offer would not be permitted by applicable law or SEC policy, use their best efforts to cause the Exchange Offer to be consummated within 315 not later than 165 days following the original issuance of the SecuritiesClosing Date. The Exchange Securities will be issued under the Indenture. Upon Promptly upon the effectiveness of the Exchange Offer Registration Statement, the Company Issuer shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Securities for Exchange Securities (assuming that such Holder (A) is not an affiliate of the Company Issuer within the meaning of Rule 405 under the 1933 Act (an "Affiliate")Act, (B) is not a broker-dealer tendering Registrable Securities acquired directly from the Company or one of its Affiliates Issuer for its own account, (C) acquired the Exchange Securities in the ordinary course of such Holder's business business, and (D) at the time of the consummation of the Exchange Offer has no arrangements or understandings with any Person person to participate in the Exchange Offer for the purpose of distributing the Exchange Securities) to transfer such Exchange Securities from and after their receipt without any limitations or restrictions under the 1933 Act and without material restrictions under the securities laws of a substantial portion proportion of the several states of the United States. In connection with the Exchange Offer, the Company will:.

Exchange Offer. The Company shallshaxx, for xxx the benefit of the Holders, at the Company's cost, use its reasonable commercial efforts (A) to file with the SEC the Exchange Offer Registration Statement not later than 180 days following the original issuance of the Securities with respect to a proposed Exchange Offer and the issuance and delivery to the Holders, in exchange for the Registrable Securities, of a like principal amount of Exchange Securities, (B) to cause the Exchange Offer Registration Statement to be declared effective under the 1933 Act within 270 days of the original issuance of the Securities, (C) to keep the Exchange Offer Registration Statement effective until the closing of the Exchange Offer and (D) unless the Exchange Offer would not be permitted by applicable law or SEC policy, to cause the Exchange Offer to be consummated within 315 days following the original issuance of the Securities. The Exchange Securities will be issued under the Indenture. 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 enable each Holder eligible and electing to exchange Registrable Securities for Exchange Securities (assuming that such Holder (A) is not an affiliate of the Company within the meaning of Rule 405 under the 1933 Act (an "Affiliate"), (B) is not a broker-dealer tendering Registrable Securities acquired directly from the Company or one of its Affiliates for its own account, (C) acquired the Exchange Securities in the ordinary course of such Holder's business and (D) at the time of the consummation of the Exchange Offer has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of distributing the Exchange Securities) to transfer such Exchange Securities from and after their receipt without any limitations or restrictions under the 1933 Act and without material restrictions under the securities laws of a substantial portion of the several states of the United States. In connection with the Exchange Offer, the Company will:

Exchange Offer. The Company Issuer and the Guarantors shall, for the benefit of the Holders, at the Company's costIssuer and Guarantors’ expense, (a) use its their commercially reasonable commercial efforts (A) to file with the SEC the an Exchange Offer Registration Statement not later than 180 within 210 days following the original issuance of the Securities Closing Date on an appropriate form under the 1933 Act with respect to a proposed Exchange Offer and the issuance and delivery to the Holders, in exchange for the Registrable Securities, of a like principal amount of Exchange Securities, (Bb) use their commercially reasonable efforts to cause the Exchange Offer Registration Statement to be declared effective under the 1933 Act within 270 days of the original issuance of the SecuritiesClosing Date, (Cc) use their commercially reasonable efforts to keep the Exchange Offer Registration Statement effective until the closing of the Exchange Offer and Offer, (Dd) unless the Exchange Offer would not be permitted by applicable law or SEC policy, use their commercially reasonable efforts to cause the Exchange Offer Offer, if it has been commenced, to be consummated within 315 not later than 300 days following the original issuance Closing Date and (e) for a period of 90 days following the consummation of the SecuritiesExchange Offer (or such shorter period of time during which the Participating Broker-Dealers are required by law to deliver a prospectus), to make available a prospectus meeting the requirements of the 1933 Act to any Participating Broker-Dealer for use in connection with any resale of any Exchange Securities acquired in the Exchange Offer. The Exchange Securities will be issued under the Indenture. Upon the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly Issuer shall, as soon as practicable, commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Securities for Exchange Securities (assuming that such Holder (Ai) is not an affiliate of the Company Issuer within the meaning of Rule 405 under the 1933 Act (an "Affiliate")Act, (Bii) is not a broker-dealer tendering Registrable Securities acquired directly from the Company or one of its Affiliates Issuer for its own account, (Ciii) acquired the Exchange Securities in the ordinary course of such Holder's ’s business and (Div) at the time of the consummation of the Exchange Offer has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of distributing the Exchange SecuritiesSecurities and is not prohibited by any law or policy from participating in the Exchange Offer) to transfer such Exchange Securities from and after their receipt without any limitations or restrictions under the 1933 Act and without material restrictions under the state securities laws of a substantial portion of the several states of the United Statesor blue sky laws. In connection with the Exchange Offer, the Company willIssuer and the Guarantors shall:

Exchange Offer. The Company and the Guarantors shall, for -------------- the benefit of the Holders, at the Company's cost, use its reasonable commercial efforts (A) prepare and, as soon as practicable but not later than 90 days following the Closing Date, use reasonable best efforts to file with the SEC the an Exchange Offer Registration Statement not later than 180 days following on an appropriate form under the original issuance of the Securities 1933 Act with respect to a proposed Exchange Offer and the issuance and delivery to the Holders, in exchange for the Registrable Securities (other than Private Exchange Securities), of a like principal amount of Exchange Securities, (B) use its reasonable best efforts to cause the Exchange Offer Registration Statement to be declared effective under the 1933 Act within 270 180 days of the original issuance of the SecuritiesClosing Date, (C) use its reasonable best efforts to keep the Exchange Offer Registration Statement effective until the closing of the Exchange Offer and (D) unless the Exchange Offer would not be permitted by applicable law or SEC policy, use its reasonable best efforts to cause the Exchange Offer to be consummated within 315 not later than 220 days following the original issuance of the SecuritiesClosing Date. The Exchange Securities will be issued under the Indenture. 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 enable each Holder eligible and electing to exchange Registrable Securities for Exchange Securities (assuming that such Holder (Aa) is not an affiliate of the Company within the meaning of Rule 405 under the 1933 Act (an "Affiliate")Act, (Bb) is not a broker-dealer tendering Registrable Securities acquired directly from the Company or one of its Affiliates for its own account, (Cc) acquired the Exchange Securities in the ordinary course of such Holder's business and (Dd) at the time of the consummation of the Exchange Offer has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of distributing the Exchange Securities) to transfer such Exchange Securities from and after their receipt without any limitations or restrictions under the 1933 Act and without material restrictions under the state securities laws of a substantial portion of the several states of the United Statesor blue sky laws. In connection with the Exchange Offer, the Company willshall:

Exchange Offer. The To the extent not prohibited by any applicable law or -------------- applicable interpretation of the staff of the SEC, the Company and the Trust shall, for the benefit of the Holders, at the Company's cost, use its reasonable commercial best efforts to (Ai) cause to file be filed with the SEC within 150 days after the Issue Date an Exchange Offer Registration Statement not later than 180 days following the original issuance of on an appropriate form under the Securities with respect to a proposed Act covering the Exchange Offer and the issuance and delivery to the Holders, in exchange for the Registrable Securities, of a like principal amount of Exchange SecuritiesOffer, (Bii) to cause the such Exchange Offer Registration Statement to be declared effective under the 1933 Securities Act within 270 by the SEC not later than the date which is 180 days of after the original issuance of the SecuritiesIssue Date, and (Ciii) to keep the such Exchange Offer Registration Statement effective until for not less than 30 calendar days (or longer if required by applicable law) after the closing date notice of the Exchange Offer and (D) unless is mailed to the Exchange Offer would not be permitted by applicable law or SEC policy, to cause the Exchange Offer to be consummated within 315 days following the original issuance of the Securities. The Exchange Securities will be issued under the IndentureHolders. Upon the effectiveness of the Exchange Offer Registration Statement, the Company and the Trust shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Securities for a like principal amount of Exchange Securities Debentures or a like liquidation amount of Exchange Capital Securities, together with the Exchange Guarantee, as applicable (assuming that such Holder (A) is not an affiliate of the Company within the meaning of Rule 405 under the 1933 Securities Act (an "Affiliate"), (B) and is not a broker-dealer tendering Registrable Securities acquired directly from the Company or one of its Affiliates for its own account, (C) acquired acquires the Exchange Securities in the ordinary course of such Holder's business and (D) at the time of the consummation of the Exchange Offer has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of distributing the Exchange Securities) to transfer such Exchange Securities from and after their receipt without any limitations or restrictions under the 1933 Securities Act and without material restrictions under the state securities laws of a substantial portion of the several states of the United Statesor blue sky laws. In connection with the Exchange Offer, the Company willand the Trust shall:

Exchange Offer. The Company shall, for the benefit of the Holders, at the Company's cost, use its their reasonable commercial best efforts to (A) to prepare and file with the SEC the an Exchange Offer Registration Statement not later than 180 days following on an appropriate form under the original issuance of the Securities 1933 Act with respect to a proposed Exchange Offer and the issuance and delivery to the Holders, in exchange for the Registrable Securities, of a like principal amount of Exchange SecuritiesSecurities within 150 days following the Closing Date, (B) to cause the Exchange Offer Registration Statement to be declared effective under the 1933 Act within 270 180 days of the original issuance of the SecuritiesClosing Date, (C) to keep the Exchange Offer Registration Statement effective until the closing of the Exchange Offer and (D) unless the Exchange Offer would not be permitted by applicable law or SEC policy, to cause the Exchange Offer to be consummated within 315 not later than 210 days following the original issuance of the SecuritiesClosing Date. The Exchange Securities will be issued under the Indenture. 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 enable each Holder eligible and electing to exchange Registrable Securities for Exchange Securities (assuming that such Holder (A) is not an affiliate of the Company within the meaning of Rule 405 under the 1933 Act (an "Affiliate"), (B) is not a broker-dealer tendering Registrable Securities acquired directly from the Company or one of its Affiliates for its own account, (C) acquired the Exchange Securities in the ordinary course of such Holder's business and (D) at the time of the consummation of the Exchange Offer has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of distributing the Exchange Securities) to transfer such Exchange Securities from and after their receipt without any limitations or restrictions under the 1933 Act and without material restrictions under state securities or blue sky laws. The Company shall not make the Exchange Offer to, nor will it accept surrendered Registrable Securities from, Holders in any state or other jurisdiction in which the Exchange Offer would not comply with the applicable securities laws or "blue sky" laws of a substantial portion of the several states of the United States. In connection with the Exchange Offer, the Company will:such such state or other jurisdiction.

Exchange Offer. The Company and the Guarantors shall, for the benefit of the Holders, at the Company's cost, use its reasonable commercial efforts (A) to prepare and, as soon as practicable but not later than 45 days following the Closing Date, file with the SEC the an Exchange Offer Registration Statement not later than 180 days following on an appropriate form under the original issuance of the Securities 1933 Act with respect to a proposed Exchange Offer and the issuance and delivery to the Holders, in exchange for the Registrable Securities (other than Unsold Securities and Private Exchange Securities), of a like principal amount of Exchange Securities, (B) use its best efforts to cause the Exchange Offer Registration Statement to be declared effective under the 1933 Act within 270 105 days of the original issuance of the SecuritiesClosing Date, (C) use their best efforts to keep the Exchange Offer Registration Statement effective until the closing of the Exchange Offer and (D) unless the Exchange Offer would not be permitted by applicable law or SEC policy, use their best efforts to cause the Exchange Offer to be consummated within 315 not later than 135 days following the original issuance of the SecuritiesClosing Date. The Exchange Securities will be issued under the Indenture. Upon the effectiveness of the Exchange Offer Registration Statement, the Company and the Guarantors shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Securities (other than Unsold Securities and Private Exchange Securities) for Exchange Securities (assuming that such Holder (Aa) is not an affiliate of the Company within the meaning of Rule 405 promulgated under the 1933 Act (an "Affiliate")Act, (Bb) is not a broker-dealer tendering Registrable Securities acquired directly from the Company or one of its Affiliates for its own account, (Cc) acquired the Exchange Securities in the ordinary course of such Holder's business and (Dd) at the time of the consummation of the Exchange Offer has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of distributing the Exchange Securities) to transfer such Exchange Securities from and after their receipt without any limitations or restrictions under the 1933 Act and without material restrictions under the state securities laws of a substantial portion of the several states of the United Statesor blue sky laws. In connection with the Exchange Offer, the Company willand the Guarantors shall:

Exchange Offer. The Company shall, for the benefit of the Holders, at the Company's cost, use its reasonable commercial efforts shall (A) to prepare and, as soon as practicable but not later than 45 days following the Closing Date, file with the SEC the an Exchange Offer Registration Statement not later than 180 days following on an appropriate form under the original issuance of the Securities 1933 Act with respect to a proposed Exchange Offer and the issuance and delivery to the Holders, in exchange for the Registrable Securities, of a like principal amount of Exchange Securities, (B) use its best efforts to cause the Exchange Offer Registration Statement to be declared effective under the 1933 Act within 270 105 days of the original issuance of the SecuritiesClosing Date, (C) use its best efforts to keep the Exchange Offer Registration Statement effective until the closing of the Exchange Offer and (D) unless the Exchange Offer would not be permitted by applicable law or SEC policy, use its best efforts to cause the Exchange Offer to be consummated within 315 not later than 135 days following the original issuance of the SecuritiesClosing Date. The Exchange Securities will be issued under the Indenture. 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 enable each Holder eligible and electing to exchange Registrable Securities for Exchange Securities (assuming that such Holder (Aa) is not an affiliate of the Company within the meaning of Rule 405 under the 1933 Act (an "Affiliate")Act, (Bb) is not a broker-dealer tendering Registrable Securities acquired directly from the Company or one of its Affiliates for its own account, (Cc) acquired the Exchange Securities in the ordinary course of such Holder's business and (Dd) at the time of the consummation of the Exchange Offer has no arrangements or understandings with any Person person to participate in the Exchange Offer for the purpose of distributing the Exchange Securities) to transfer such Exchange Securities from and after their receipt without any limitations or restrictions under the 1933 Act and without material restrictions under the securities laws of a substantial portion proportion of the several states of the United States. In connection with the Exchange Offer, the Company willshall:

Exchange Offer. The Company and the Guarantors shall, for the benefit of the Holders, at the Company's cost, use its reasonable commercial efforts (A) to prepare and, as soon as practicable but not later than 150 days following the Closing Date, file with the SEC the an Exchange Offer Registration Statement not later than 180 days following on an appropriate form under the original issuance of the Securities 1933 Act with respect to a proposed Exchange Offer and the issuance and delivery to the Holders, in exchange for the Registrable Securities (other than Private Exchange Securities), of a like principal amount of Exchange Securities, (B) use their reasonable best efforts to cause the Exchange Offer Registration Statement to be declared effective under the 1933 Act within 270 210 days of the original issuance of the SecuritiesClosing Date, (C) use their reasonable best efforts to keep the Exchange Offer Registration Statement effective until the closing of the Exchange Offer and (D) unless the Exchange Offer would not be permitted by applicable law or SEC policy, use their reasonable best efforts to cause the Exchange Offer to be consummated within 315 not later than 240 days following the original issuance of the SecuritiesClosing Date. The Exchange Securities will be issued under the Indenture. Upon the effectiveness of the Exchange Offer Registration Statement, the Company and the Guarantors shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Securities for Exchange Securities (assuming that such Holder (Aa) is not an affiliate of the Company or any of the Guarantors within the meaning of Rule 405 under the 1933 Act (an "Affiliate")Act, (Bb) is not a broker-dealer tendering Registrable Securities acquired directly from the Company or one any of its Affiliates the Guarantors for its own account, (Cc) acquired or will acquire the Exchange Securities in the ordinary course of such Holder's business and (Dd) at the time of the consummation of the Exchange Offer has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of distributing the Exchange Securities) to transfer such Exchange Securities from and after their receipt without any limitations or restrictions under the 1933 Act and without material restrictions under the state securities laws of a substantial portion of the several states of the United Statesor blue sky laws. In connection with the Exchange Offer, the Company willand the Guarantors shall:

Exchange Offer. The Except as set forth in Section 2(b) below, the Company shall, for the benefit of the Holders, at the Company's cost, use its commercially reasonable commercial efforts to (Ai) to file with the SEC within 90 calendar days after the Closing Date an Exchange Offer Registration Statement not later than 180 days following the original issuance of on an appropriate form under the Securities with respect to a proposed Exchange Offer and the issuance and delivery Act relating to the Holders, in exchange for the Registrable Securities, of a like principal amount of Exchange SecuritiesOffer, (Bii) to cause the such Exchange Offer Registration Statement to be declared effective under the 1933 Securities Act within 270 by the SEC not later than the date which is 180 calendar days of after the original issuance of Closing Date, and (iii) provided such Exchange Offer Registration Statement has been declared effective under the SecuritiesSecurities Act by the SEC, (C) to commence the Exchange Offer and keep the Exchange Offer open for not less than 30 days, or longer if required by applicable law, after the date on which such Registration Statement was declared effective until by the closing SEC (such period referred to herein as the "Exchange Period") and at the termination thereof issue, Exchange Notes in exchange for all Registrable Notes tendered prior thereto in the Exchange Offer. Each Holder of Registrable Notes to be exchanged in the Exchange Offer and (D) unless the Exchange Offer would not shall be permitted by applicable law or SEC policyrequired, as a condition to cause the Exchange Offer to be consummated within 315 days following the original issuance of the Securities. The Exchange Securities will be issued under the Indenture. Upon the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence participating in the Exchange Offer, to represent that it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Securities for Exchange Securities (assuming that such Holder (A) is not an affiliate of the Company within the meaning of Rule 405 under the 1933 Act (an "Affiliate"), (B) is not a broker-dealer tendering Registrable Securities acquired directly from the Company or one of its Affiliates for its own account, (C) acquired the Exchange Securities Notes in the ordinary course of such Holder's business and that it (Di) is not an Affiliate of the Company, (ii) does not hold any Notes to be exchanged for Exchange Notes in the Exchange Offer that were acquired other than in the ordinary course of business, (iii) is not a broker-dealer tendering Registrable Notes acquired directly from the Company, (iv) at the time of the consummation of the Exchange Offer Offer, has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of distributing the Exchange Securities) to transfer such Exchange Securities from and after their receipt without any limitations or restrictions under the 1933 Act and without material restrictions under the securities laws of a substantial portion of the several states of the United StatesNotes. In connection with the Exchange Offer, the Company willshall:

Exchange Offer. The Company and the Guarantors shall, for the benefit of the Holders, at the Company's cost, use its reasonable commercial efforts (A) to prepare and, as soon as practicable but not later than 60 days following the Closing Date, file with the SEC the an Exchange Offer Registration Statement not later than 180 days following on an appropriate form under the original issuance of the Securities 1933 Act with respect to a proposed Exchange Offer and the issuance and delivery to the Holders, in exchange for the Registrable Securities (other than Private Exchange Securities), of a like principal amount of Exchange Securities, (B) use their reasonable best efforts to cause the Exchange Offer Registration Statement to be declared effective under the 1933 Act within 270 150 days of the original issuance of the SecuritiesClosing Date, (C) use their reasonable best efforts to keep the Exchange Offer Registration Statement effective until the closing of the Exchange Offer and (D) unless the Exchange Offer would not be permitted by applicable law or SEC policy, use their reasonable best efforts to cause the Exchange Offer to be consummated within 315 not later than 180 days following the original issuance of the SecuritiesClosing Date. The Exchange Securities will be issued under the Indenture. Upon the effectiveness of the Exchange Offer Registration Statement, the Company and the Guarantors shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Securities for Exchange Securities (assuming that such Holder (Aa) is not an affiliate of the Company within the meaning of Rule 405 under the 1933 Act (an "Affiliate")Act, (Bb) is not a broker-dealer tendering Registrable Securities acquired directly from the Company or one of its Affiliates for its own account, (Cc) acquired the Exchange Registrable Securities in the ordinary course of such Holder's business and (Dd) at the time of the consummation of the Exchange Offer has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of distributing the Exchange Securities) to transfer such Exchange Securities from and after their receipt without any limitations or restrictions under the 1933 Act and without material restrictions or under the state securities laws of a substantial portion of the several states of the United Statesor blue sky laws. In connection with the Exchange Offer, the Company willshall:

Exchange Offer. The Company shall, for and the benefit of the Holders, at the Company's cost, use its reasonable commercial efforts Subsidiary Guarantor shall (A) to prepare and, as soon as practicable but not later than 60 days following the Closing Date, file with the SEC the an Exchange Offer Registration Statement not later than 180 days following on an appropriate form under the original issuance of the Securities 1933 Act with respect to a proposed Exchange Offer and the issuance and delivery to the Holders, in exchange for the Registrable Securities, of a like principal amount of Exchange Securities, (B) use its reasonable best efforts to cause the Exchange Offer Registration Statement to be declared effective under the 1933 Act within 270 120 days of the original issuance of the SecuritiesClosing Date, (C) use its reasonable best efforts to keep the Exchange Offer Registration Statement effective until the closing of the Exchange Offer and (D) unless the Exchange Offer would not be permitted by applicable law or SEC policy, use its reasonable best efforts to cause the Exchange Offer to be consummated within 315 not later than 180 days following the original issuance of the SecuritiesClosing Date. The Exchange Securities will be issued under the IndentureIndentures. Upon the effectiveness of the Exchange Offer Registration Statement, the Company and the Subsidiary Guarantor shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Securities for Exchange Securities (assuming that such Holder (Aa) is not an affiliate of the Company or the Subsidiary Guarantor within the meaning of Rule 405 under the 1933 Act (an "Affiliate")Act, (Bb) is not a broker-dealer tendering Registrable Securities acquired directly from the Company or one of its Affiliates for its own account, (Cc) acquired the Exchange Securities in the ordinary course of such Holder's business and (Dd) at the time of the consummation of the Exchange Offer has no arrangements or understandings with any Person person to participate in the Exchange Offer for the purpose of distributing the Exchange Securities) to transfer such Exchange Securities from and after their receipt without any limitations or restrictions under the registration requirements of the 1933 Act and without material restrictions under the securities laws of a substantial portion proportion of the several states of the United States. In connection with the Exchange Offer, the Company willshall:

Exchange Offer. The To the extent not prohibited by any applicable law or applicable interpretation of the staff of the SEC, the Company and the Trust shall, for the benefit of the Holders, at the Company's cost, use its reasonable commercial their best efforts to (Ai) cause to file be filed with the SEC within 150 days after the Issue Date an Exchange Offer Registration Statement not later than 180 days following the original issuance of on an appropriate form under the Securities with respect to a proposed Act covering the Exchange Offer and the issuance and delivery to the Holders, in exchange for the Registrable Securities, of a like principal amount of Exchange SecuritiesOffer, (Bii) to cause the such Exchange Offer Registration Statement to be declared effective under the 1933 Securities Act within 270 180 days of after the original issuance of the SecuritiesIssue Date, and (Ciii) to keep the such Exchange Offer Registration Statement effective until for not less than 30 calendar days (or longer if required by applicable law) after the closing date notice of the Exchange Offer and (D) unless has been mailed to the Exchange Offer would not be permitted by applicable law or SEC policy, to cause the Exchange Offer to be consummated within 315 days following the original issuance of the Securities. The Exchange Securities will be issued under the IndentureHolders. Upon the effectiveness of the Exchange Offer Registration Statement, the Company and the Trust shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Securities for a like principal amount of Exchange Securities Debentures or a like liquidation amount of Exchange Capital Securities, together with the Exchange Guarantee, as applicable (assuming that such Holder (Ai) is not an affiliate Affiliate of the Company within the meaning of Rule 405 under the 1933 Act (an "Affiliate")Company, (Bii) is not a broker-dealer tendering Registrable Securities acquired directly from the Company or one of its Affiliates the Trust for its own account, (Ciii) acquired acquires the Exchange Securities in the ordinary course of such Holder's business and (Div) at the time of the consummation of the Exchange Offer has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of distributing the Exchange Securities) to transfer such Exchange Securities from and after their receipt without any limitations or restrictions under the 1933 Securities Act and without material restrictions under the state securities laws of a substantial portion of the several states of the United Statesor blue sky laws. In connection with the Exchange Offer, the Company willand the Trust shall:

Exchange Offer. The Company and the Guarantor shall, for the benefit of the Holders, at the Company's and the Guarantor's cost, use its their reasonable commercial best efforts to (A) to prepare and, as soon as practicable but not later than 120 days following the Closing Date, file with the SEC the an Exchange Offer Registration Statement not later than 180 days following on an appropriate form under the original issuance of the Securities 1933 Act with respect to a proposed Exchange Offer and the issuance and delivery to the Holders, in exchange for the Registrable Securities, of a like principal amount of Exchange Securities, (B) to cause the Exchange Offer Registration Statement to be declared effective under the 1933 Act within 270 180 days of the original issuance of the SecuritiesClosing Date, (C) to keep the Exchange Offer Registration Statement effective until the closing of the Exchange Offer and (D) unless the Exchange Offer would not be permitted by applicable law or SEC policy, to cause the Exchange Offer to be consummated within 315 not later than 210 days following the original issuance of the SecuritiesClosing Date. The Exchange Securities will be issued under the Indenture. Upon the effectiveness of the Exchange Offer Registration Statement, the Company and the Guarantor shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Securities for Exchange Securities (assuming that to transfer such Exchange Securities from and after their receipt without any limitations or restrictions under the 1933 Act and under state securities or blue sky laws. Each Holder participating in the Exchange Offer shall be required, as a condition to such participation, to represent in writing to the Company that, at the time of the consummation of the Exchange Offer, such Holder (Aa) is not an affiliate of the Company within the meaning of Rule 405 under the 1933 Act (an "Affiliate")Act, (Bb) is not a broker-dealer tendering Registrable Securities acquired directly from the Company or one of its Affiliates for its own account, (Cc) acquired or will acquire the Exchange Securities in the ordinary course of such Holder's business and (Dd) at the time of the consummation of the Exchange Offer has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of distributing the Exchange Securities) to transfer such Exchange Securities from and after their receipt without any limitations or restrictions under the 1933 Act and without material restrictions under the securities laws of a substantial portion of the several states of the United States. In connection with the Exchange Offer, the Company willand the Guarantor shall:

Exchange Offer. The Company shall, for the benefit of the Holders, at -------------- the Company's cost, use its reasonable commercial efforts (A) to prepare and not later than 135 calendar days following the Closing Date, file with the SEC the an Exchange Offer Registration Statement not later than 180 days following on an appropriate form under the original issuance of the Securities 1933 Act with respect to a proposed Exchange Offer and the issuance and delivery to the Holders, in exchange for the Registrable Securities (other than Private Exchange Securities), of a like principal amount of Exchange Securities, (B) use its reasonable efforts to cause the Exchange Offer Registration Statement to be declared effective under the 1933 Act (the "Effective Date") within 270 180 calendar days of the original issuance of the SecuritiesClosing Date, (C) use its reasonable efforts to keep the Exchange Offer Registration Statement effective until the closing of the Exchange Offer and (D) unless the Exchange Offer would not be permitted by applicable law or SEC policy, use its reasonable efforts to cause the Exchange Offer to be consummated within 315 not later than 45 calendar days following the original issuance of the SecuritiesEffective Date. The Exchange Securities will be issued under the Indenture. Upon the effectiveness of the Exchange Offer Registration Statement, within the agreed-upon time limits, the Company shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Securities for Exchange Securities (assuming that such Holder (Aa) is not an affiliate of the Company within the meaning of Rule 405 under the 1933 Act (an "Affiliate")Act, (Bb) is not a broker-dealer tendering Registrable Securities acquired directly from the Company or one of its Affiliates for its own account, (Cc) acquired the Exchange Securities in the ordinary course of such Holder's business and (Dd) at the time of the consummation of the Exchange Offer has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of distributing the Exchange Securities) to transfer such Exchange Securities from and after their receipt without any limitations or restrictions under the 1933 Act and without material restrictions under state securities or blue sky laws. In order to participate in the Exchange Offer, each Holder must represent to the Company at the time of the Consummation of the Exchange Offer that it (a) is not an affiliate of the Company within the meaning of Rule 405 under the securities laws 1933 Act, (b) is not a broker-dealer tendering Registrable Securities acquired directly from the Company for its own account, (c) acquired the Exchange Securities in the ordinary course of a substantial portion such Holder's business and (d) has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of distributing the several states of the United StatesExchange Securities. In connection with the Exchange Offer, the Company willshall:

Exchange Offer. The Company and the Guarantors shall, for the benefit of the Holders, at the Company's cost, use its reasonable commercial efforts (A) to prepare and, as soon as practicable but not later than 60 days following the Closing Date, file with the SEC the an Exchange Offer Registration Statement not later than 180 days following on an appropriate form under the original issuance of the Securities 1933 Act with respect to a proposed Exchange Offer and the issuance and delivery to the Holders, in exchange for the Registrable Securities (other than Private Exchange Securities), of a like principal amount of Exchange Securities, (B) use their reasonable best efforts to cause the Exchange Offer Registration Statement to be declared effective under the 1933 Act within 270 120 days of the original issuance of the SecuritiesClosing Date, (C) use their reasonable best efforts to keep the Exchange Offer Registration Statement effective until the closing of the Exchange Offer and (D) unless the Exchange Offer would not be permitted by applicable law or SEC policy, use their reasonable best efforts to cause the Exchange Offer to be consummated within 315 not later than 150 days following the original issuance of the SecuritiesClosing Date. The Exchange Securities will be issued under the Indenture. Upon the effectiveness of the Exchange Offer Registration Statement, the Company and the Guarantors shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Securities for Exchange Securities (assuming that such Holder (Aa) is not an affiliate of the Company within the meaning of Rule 405 under the 1933 Act (an "Affiliate")Act, (Bb) is not a broker-dealer tendering Registrable Securities acquired directly from the Company or one of its Affiliates for its own account, (Cc) acquired the Exchange Registrable Securities in the ordinary course of such Holder's business and (Dd) at the time of the consummation of the Exchange Offer has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of distributing the Exchange Securities) to transfer such Exchange Securities from and after their receipt without any limitations or restrictions under the 1933 Act and without material restrictions or under the state securities laws of a substantial portion of the several states of the United Statesor blue sky laws. In connection with the Exchange Offer, the Company willshall:

Exchange Offer. The Company shall, for the benefit of the Holders, at the Company's ’s cost, use its reasonable commercial efforts (A) to prepare and file with the SEC the an Exchange Offer Registration Statement not later than Statement, within 180 days following the original issuance of the Securities Closing Date, on an appropriate form under the 1933 Act with respect to a proposed Exchange Offer and the issuance and delivery to the Holders, in exchange for the Registrable Transfer Restricted Securities (other than Private Exchange Securities), of a like principal amount of Exchange SecuritiesNotes, (B) use all commercially reasonable efforts to cause the Exchange Offer Registration Statement to be declared effective under the 1933 Act on within 270 days of the original issuance of the SecuritiesClosing Date, (C) use all commercially reasonable efforts to keep the Exchange Offer Registration Statement effective until the closing of the Exchange Offer and (D) unless use all commercially reasonable efforts to issue on or prior to 30 days, or longer, if required by United States federal securities laws, after the date on which the Exchange Offer would not be permitted Registration Statement was declared effective by applicable law or SEC policythe SEC, to cause Exchange Notes in exchange for all Transfer Restricted Securities tendered prior thereto in the Exchange Offer to be consummated within 315 days following the original issuance of the SecuritiesOffer. The Exchange Securities Notes will be issued under the Indenture. 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 enable each Holder eligible and electing to exchange Registrable Transfer Restricted Securities for Exchange Securities Notes (assuming that such Holder (Aa) is not an affiliate of the Company within the meaning of Rule 405 under the 1933 Act (an "Affiliate")Act, (Bb) is not a broker-dealer tendering Registrable Transfer Restricted Securities acquired directly from the Company or one of its Affiliates for its own account, (Cc) acquired the Exchange Securities Notes in the ordinary course of such Holder's ’s business and (Dd) at the time of the consummation of the Exchange Offer has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of distributing the Exchange SecuritiesNotes) to transfer such Exchange Securities Notes from and after their receipt without any limitations or restrictions under the 1933 Act and without material restrictions under the state securities laws of a substantial portion of the several states of the United Statesor blue sky laws. In connection with the Exchange Offer, the Company willshall:

Exchange Offer. The Each of the Company and the Guarantor shall, for the benefit of the Holders, at the Company's ’s cost, (A) use its reasonable commercial best efforts (A) to file with the SEC the an Exchange Offer Registration Statement not later than within 180 days following on an appropriate form under the original issuance of the Securities 1933 Act with respect to a proposed Exchange Offer and the issuance and delivery to the Holders, in exchange for the Registrable Securities (other than Private Exchange Securities), of a like principal amount of Exchange Securities, (B) use its reasonable best efforts to cause the Exchange Offer Registration Statement to be declared effective under the 1933 Act within 270 days of the original issuance of the SecuritiesClosing Date, (C) use its reasonable best efforts to keep the Exchange Offer Registration Statement effective until the closing of the Exchange Offer and Offer, (D) unless the Exchange Offer would not be permitted by applicable law or SEC policy, use its reasonable best efforts to cause the Exchange Offer to be consummated within 315 not later than 300 days following the original issuance Closing Date and (E) for a period of 90 days following the consummation of the Securitiesexchange offer, to make available a prospectus meeting the requirements of the 1933 Act to any such participating broker-dealer for use in connection with any resale of any exchange notes acquired in the exchange offer. If the Company has not consummated the Exchange Offer within 300 days of the Closing Date, then the Company will file as promptly as practicable a Shelf Registration Statement (as described in Section 2.2 hereof). The Exchange Securities will be issued under the IndentureRegistrar and Transfer Agency Agreement. Upon the effectiveness of the Exchange Offer Registration Statement, the Company and the Guarantor shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Securities for Exchange Securities (assuming that such Holder (Aa) is not an affiliate of the Company within the meaning of “affiliate” (as such term is defined in Rule 405 under the 1933 Act 0000 Xxx) of the Company or the Guarantor (an "Affiliate"), (Bb) is not a broker-dealer tendering Registrable Securities acquired directly from the Company or one of its Affiliates the Guarantor for its own account, (Cc) acquired the Exchange Securities in the ordinary course of such Holder's ’s business and (Dd) at the time of the consummation of the Exchange Offer has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of distributing the Exchange Securities) to transfer such Exchange Securities from and after their receipt without any limitations or restrictions under the 1933 Act and without material restrictions or under state securities or blue sky laws. Exchange Securities will be issued under the securities laws of a substantial portion Exchange Offer as evidence of the several states same continuing rights and preferences under the Preferred Securities and the Guarantee. Under no circumstances will the surrender of the United StatesPreferred Securities and the issue of Exchange Securities constitute new securities or obligate the Company and the Guarantor to redeem the Preferred Securities. In connection with the Exchange Offer, the Company willand the Guarantor shall: