Common use of Registered Exchange Offer Clause in Contracts

Registered Exchange Offer. Unless not permitted by applicable law, the Company shall, at its own cost, prepare and, not later than 350 days (or if the 350th day is not a business day, the first business day thereafter) after the date of delivery of the Offered Securities (the “Delivery Date”), file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Exchange Offer Registration Statement”) on an appropriate form under the Securities Act of 1933, as amended (the “Securities Act”), with respect to a proposed offer (the “Registered Exchange Offer”) to the Holders of Transfer Restricted Securities (as defined in Section 6(d) hereof), who are not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Offered Securities, a like aggregate principal amount of debt securities of the Company issued under the Indenture and identical in all material respects to the Offered Securities (except for the removal of transfer restrictions relating to the Offered Securities and the provisions relating to the matters described in Section 6 hereof) (the “Exchange Securities”). The Company shall use its commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective under the Securities Act within 410 days (or if the 410th day is not a business day, the first business day thereafter) after the Delivery Date (an “effectiveness deadline”) and shall use its commercially reasonable efforts to keep the Exchange Offer Registration Statement effective for not less than 20 business days (or longer, if required by applicable law) after the date notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “Exchange Offer Registration Period”). If the Company commences the Registered Exchange Offer, the Company (i) will be entitled to close the Registered Exchange Offer 20 business days after such commencement provided that the Company has accepted all the Offered Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer and (ii) shall use commercially reasonable efforts to consummate the Registered Exchange Offer no later than 40 days (or longer if required by applicable law) after the date on which the Exchange Offer Registration Statement is declared effective (or if the 40th day is not a business day, the first business day thereafter) (such 40th day (or first business day thereafter) being the “Consummation Deadline”). Following the declaration of the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities electing to exchange the Offered Securities for Exchange Securities (assuming that such Holder is not an affiliate of the Company within the meaning of the Securities Act (or if it is an affiliate, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable), acquires the Exchange Securities in the ordinary course of such Holder’s business, is not a broker-dealer tendering Offered Securities acquired directly from the Company for its own account and is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person to participate in the distribution of the Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States. The Company acknowledges that, pursuant to current interpretations by the Commission’s staff of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom, (i) each Holder which is a broker-dealer electing to exchange Offered Securities, acquired for its own account as a result of market making activities or other trading activities, for Exchange Securities (an “Exchanging Dealer”), is required to deliver a prospectus containing the information set forth in (a) Annex A hereto on the cover, (b) Annex B hereto in the “Exchange Offer Procedures” section and the “Purpose of the Exchange Offer” section, and (c) Annex C hereto in the “Plan of Distribution” section of such prospectus in connection with a sale of any such Exchange Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) if a Purchaser elects to sell Exchange Securities acquired in exchange for Offered Securities constituting any portion of an unsold allotment, it is required to deliver a prospectus containing the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale. The Company shall use its commercially reasonable efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the prospectus contained therein, in order to permit such prospectus to be lawfully delivered by all persons subject to the prospectus delivery requirements of the Securities Act for such period of time as such persons must comply with such requirements in order to resell the Exchange Securities; provided, however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or a Purchaser, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers and the Purchasers have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Company shall make such prospectus and any amendment or supplement thereto, available to any broker-dealer for use in connection with any resale of any Exchange Securities for a period of not less than 90 days after the consummation of the Registered Exchange Offer. If, upon consummation of the Registered Exchange Offer, any Purchaser holds Offered Securities acquired by it as part of its initial distribution, the Company, simultaneously with the delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and deliver to such Purchaser upon the written request of such Purchaser, in exchange (the “Private Exchange”) for the Offered Securities held by such Purchaser, a like principal amount of debt securities of the Company issued under the Indenture and identical in all material respects (including the existence of restrictions on transfer under the Securities Act and the securities laws of the several states of the United States, but excluding provisions relating to the matters described in Section 6 hereof) to the Offered Securities (the “Private Exchange Securities”). The Offered Securities, the Exchange Securities and the Private Exchange Securities are herein collectively called the “Securities.” In connection with the Registered Exchange Offer, the Company shall:

Registered Exchange Offer. Unless not permitted by applicable law, the The Company shallshall use its commercially reasonable efforts to, at its own cost, prepare and, not later than 350 days (or if the 350th day is not a business day, the first business day thereafter) after the date of delivery of the Offered Securities (the “Delivery Date”), and file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Exchange Offer Registration Statement”) on an appropriate form under the Securities Act of 1933, as amended (the “Securities Act”), with respect to a proposed offer (the “Registered Exchange Offer”) to the Holders of Transfer Restricted Securities (as defined in Section 6(d) 6 hereof), who are not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Offered Initial Securities, a like aggregate principal amount of debt securities (the “Exchange Securities”, and together with the Initial Securities, the “Securities”) of the Company issued under the Indenture and identical in all material respects to the Offered Initial Securities (except for the removal of transfer restrictions relating to the Offered Initial Securities and the provisions relating to the matters described in Section 6 hereof) (that would be registered under the “Exchange Securities”)Securities Act. The Company shall use its commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective under the Securities Act within 410 330 days (or if the 410th 330th day is not a business day, the first business day thereafter) after the Delivery Date date of original issue of the Initial Securities (an the “effectiveness deadlineIssue Date”) and shall use its commercially reasonable efforts to keep the Exchange Offer Registration Statement effective for not less than 20 business 30 days (or longer, if required by applicable law) after the date notice commencement of the Registered Exchange Offer is mailed to the Holders (such period being called the “Exchange Offer Registration Period”). The Company will use its commercially reasonable efforts to complete the Registered Exchange Offer not later than 360 days after the Issue Date. If the Company commences effects the Registered Exchange Offer, the Company (i) will be entitled to close the Registered Exchange Offer 20 business 30 days after such the commencement thereof provided that the Company has accepted all the Offered Initial Securities theretofore validly tendered and not properly withdrawn in accordance with the terms of the Registered Exchange Offer and (ii) shall use commercially reasonable efforts to consummate the Registered Exchange Offer no later than 40 days (or longer if required by applicable law) after the date on which the Exchange Offer Registration Statement is declared effective (or if the 40th day is not a business day, the first business day thereafter) (such 40th day (or first business day thereafter) being the “Consummation Deadline”)Offer. Following the declaration of the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange OfferOffer (but in any event not later than 30 days after such effectiveness), it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities electing to exchange the Offered Initial Securities for Exchange Securities (assuming that such Holder is not an affiliate of the Company within the meaning of the Securities Act (or if it is an affiliate, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable)Act, acquires the Exchange Securities in the ordinary course of such Holder’s business, is not a broker-dealer tendering Offered Securities acquired directly from the Company for its own account and is not engaged in, and does not intend to engage in, business and has no arrangement or understanding arrangements with any person to participate in the distribution of the Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United StatesAct. The Company acknowledges that, pursuant to current interpretations by the Commission’s staff of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom, (i) each Holder which is a broker-dealer electing to exchange Offered Initial Securities, acquired for its own account as a result of market making activities or other trading activities, for Exchange Securities (an “Exchanging Dealer”), is required to deliver a prospectus containing the information set forth in (a) Annex A hereto on the cover, (b) Annex B hereto in the “Exchange Offer Procedures” section and the “Purpose Description of the Exchange Offer” or similar section, and (c) Annex C hereto in the “Plan of Distribution” section of such prospectus in connection with a sale of any such Exchange Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) if a Purchaser elects to sell Exchange Securities acquired in exchange for Offered Securities constituting any portion of an unsold allotment, it is required to deliver a prospectus containing the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such saleOffer. The Company shall use its commercially reasonable efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the prospectus contained therein, in order to permit such prospectus to be lawfully delivered by all persons subject to the prospectus delivery requirements of the Securities Act for such period of time as such persons must comply with such requirements in order to resell the Exchange Securities; provided, however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or a PurchaserDealer Manager, such period shall be the lesser of 180 90 days and the date on which all Exchanging Dealers and the Purchasers Dealer Managers have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j3(h) below) and (ii) the Company shall make such prospectus and any amendment or supplement thereto, available to any broker-dealer for use in connection with any resale of any Exchange Securities for a period of not less than 90 days after the consummation of the Registered Exchange Offer. If, upon consummation of the Registered Exchange Offer, any Purchaser holds Offered Securities acquired by it as part of its initial distribution, the Company, simultaneously with the delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and deliver to such Purchaser upon the written request of such Purchaser, in exchange (the “Private Exchange”) for the Offered Securities held by such Purchaser, a like principal amount of debt securities of the Company issued under the Indenture and identical in all material respects (including the existence of restrictions on transfer under the Securities Act and the securities laws of the several states of the United States, but excluding provisions relating to the matters described in Section 6 hereof) to the Offered Securities (the “Private Exchange Securities”). The Offered Securities, the Exchange Securities and the Private Exchange Securities are herein collectively called the “Securities.” In connection with the Registered Exchange Offer, the Company shall:

Registered Exchange Offer. Unless not permitted by applicable law, the The Company shall, at its own cost, prepare and, not later than 350 days (or if the 350th day is not a business day, the first business day thereafter) after the date of delivery of the Offered Securities (the “Delivery Date”), and file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Exchange Offer Registration Statement”) on an appropriate form under the Securities Act of 1933, as amended (the “Securities Act”), with respect to a proposed offer (the “Registered Exchange Offer”) to the Holders of Transfer Restricted Securities (as defined in Section 6(d) 7 hereof), who are not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Offered Initial Securities, a like aggregate principal amount of debt securities (the “Exchange Securities”) of the Company Issuer issued under the Indenture Indenture, guaranteed by the Guarantors and otherwise identical in all material respects to the Offered Initial Securities (except for the removal of transfer restrictions relating to the Offered Securities and Initial Securities, the special mandatory redemption relating to the Initial Securities, the provisions relating to the matters described in Section 6 hereof7 hereof and any other provisions of the Indentures that are no longer applicable to any party thereto as a result of the consummation of the Mergers) (that would be registered under the “Exchange Securities”)Securities Act. The Company shall (i) use its commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective under the Securities Act within 410 280 days (or if the 410th 280th day is not a business day, the first business day thereafter) after the Delivery Date date of original issue of the Initial Securities (an the “Issue Date”); provided that such date shall not be earlier than the 60th day following the consummation of the Mergers (the later of the date that is the 280th day after the date of issuance of the Initial Securities and the 60th day after the consummation of the Mergers, the “Effectiveness Deadline”), (ii) as soon as practicable after the effectiveness deadline”) and shall use its commercially reasonable efforts to keep of the Exchange Offer Registration Statement, offer the Exchange Securities in exchange for the Initial Securities and complete such Registered Exchange Offer not later than 60 days after such Exchange Offer Registration Statement becomes effective (or if such 60th day is not a business day, the next succeeding business day) and (iii) keep the Registered Exchange Offer open for not less than 20 business days (or longer, if required by applicable law) after the date notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “Exchange Offer Registration Period”). For the avoidance of doubt, such Exchange Offer Registration Statement may include debt securities of the Company other than the Initial Securities. If the Company commences effects the Registered Exchange Offer, the Company (i) will be entitled to close the Registered Exchange Offer in not less than 20 business days after such the commencement thereof provided that the Company has accepted all the Offered Initial Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer and (ii) shall use commercially reasonable efforts to consummate the Registered Exchange Offer no later than 40 days (or longer if required by applicable law) after the date on which the Exchange Offer Registration Statement is declared effective (or if the 40th day is not a business day, the first business day thereafter) (such 40th day (or first business day thereafter) being the “Consummation Deadline”)Offer. Following the declaration of the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly as soon as practicable commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities electing to exchange the Offered Initial Securities for Exchange Securities (assuming that at the time of the commencement of the Registered Exchange Offer such Holder is not an affiliate of the Company within the meaning of the Securities Act (or if it is an affiliate, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable)Act, acquires the Exchange Securities in the ordinary course of such Holder’s business, is not a broker-dealer tendering Offered Securities acquired directly from the Company for its own account and is not engaged in, and does not intend to engage in, business and has no arrangement or understanding arrangements with any person to participate in the distribution of the Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States. The Company acknowledges that, pursuant to current interpretations by the Commission’s staff of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom, (i) each Holder which is a broker-dealer electing to exchange Offered Initial Securities, acquired for its own account as a result of market making activities or other trading activities, for Exchange Securities (an “Exchanging Dealer”), is required to deliver a prospectus containing the information set forth in (a) Annex A hereto on the cover, (b) Annex B hereto in the “Exchange Offer Procedures” section and the “Purpose of the Exchange Offer” section, and (c) Annex C hereto in the “Plan of Distribution” section of such prospectus in connection with a sale of any such Exchange Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) if a an Initial Purchaser that elects to sell Exchange Securities acquired in exchange for Offered Initial Securities constituting any portion of an unsold allotment, it allotment is required to deliver a prospectus containing the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale. The Company shall use its commercially reasonable efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the prospectus contained therein, in order to permit such prospectus to be lawfully delivered by all persons subject to the prospectus delivery requirements of the Securities Act for such period of time as such persons must comply with such requirements in order to resell the Exchange Securities; provided, however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or a an Initial Purchaser, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers and the Initial Purchasers have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j4(j) below) and (ii) the Company shall make such prospectus and any amendment or supplement thereto, thereto available to any broker-dealer for use in connection with any resale of any Exchange Securities for a period of not less than 90 days after the consummation of the Registered Exchange Offer. If, upon consummation of the Registered Exchange Offer, any Initial Purchaser holds Offered Initial Securities acquired by it as part of its initial distribution, the Company, simultaneously with the delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and deliver to such Initial Purchaser upon the written request of such Initial Purchaser, in exchange (the “Private Exchange”) for the Offered Initial Securities held by such Initial Purchaser, a like principal amount of debt securities of the Company Issuer issued under the Indenture Indenture, guaranteed by the Guarantors and otherwise identical in all material respects (including the existence of restrictions on transfer under the Securities Act and the securities laws of the several states of the United States, but excluding the special mandatory redemption relating to the Initial Securities, the provisions relating to the matters described in Section 6 hereof7 hereof and any other provisions of the Indenture that are no longer applicable to a party thereto as a result of the consummation of the Mergers) to the Offered Initial Securities (the “Private Exchange Securities”). The Offered SecuritiesInitial Securities and the guarantees thereof, the Exchange Securities and the guarantees thereof and the Private Exchange Securities and the guarantees thereof are herein collectively called the “Securities.” ”. In connection with the Registered Exchange Offer, the Company shall:

Registered Exchange Offer. Unless not permitted by applicable lawlaw (after the Company has complied with the ultimate paragraph of this Section 1), the Company shall, at its own cost, shall prepare and, not later than 350 90 days (or if the 350th such 90th day is not being a business day, the first business day thereafter"Filing Deadline") after the date of delivery of on which the Offered Securities Notes are issued (the “Delivery "Issue Date”"), file with the Securities and Exchange Commission (the “"Commission”") a registration statement (the “"Exchange Offer Registration Statement”") on an appropriate form under the Securities Act of 1933, as amended (the “"Securities Act”"), with respect to a proposed offer (the “"Registered Exchange Offer”") to the Holders of Transfer Restricted Securities (as defined in Section 6(d) 6 hereof), who are not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Offered Initial Securities, a like aggregate principal amount of debt securities of the Company issued under the Indenture and Indenture, identical in all material respects to the Offered Securities (except for the removal of transfer restrictions relating to the Offered Initial Securities and registered under the provisions relating to the matters described in Section 6 hereof) Securities Act (the “"Exchange Securities”"). The Company shall use its commercially reasonable best efforts to (i) cause such Exchange Offer Registration Statement to become effective under the Securities Act within 410 180 days (or if the 410th day is not a business day, the first business day thereafter) after the Delivery Issue Date (such 180th day being an “effectiveness deadline”"Effectiveness Deadline") and shall use its commercially reasonable efforts to (ii) keep the Exchange Offer Registration Statement effective for not less than 20 business days (or longer, if required by applicable law) after the date notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “"Exchange Offer Registration Period”"). If the Company commences the Registered Exchange Offer, the Company (i) will be entitled to close consummate the Registered Exchange Offer 20 business days after such commencement (provided that the Company has accepted all the Offered Initial Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer Offer) and (ii) shall use commercially reasonable efforts will be required to consummate the Registered Exchange Offer no later than 40 days (or longer if required by applicable law) after the date on which the Exchange Offer Registration Statement is declared effective (or if the 40th day is not a business day, the first business day thereafter) (such 40th day (or first business day thereafter) being the “"Consummation Deadline”"). Following the declaration of the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities electing to exchange the Offered Initial Securities for Exchange Securities (assuming that such Holder is not an affiliate of the Company within the meaning of the Securities Act (or if it is an affiliate, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable)Act, acquires the Exchange Securities in the ordinary course of such Holder’s business, is not a broker-dealer tendering Offered Securities acquired directly from the Company for its own account and is not engaged in, and does not intend to engage in, 's business and has no arrangement or understanding arrangements with any person to participate in the distribution of the Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States. The Company acknowledges that, pursuant to current interpretations by the Commission’s 's staff of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom, (i) each Holder which is a broker-dealer electing to exchange Offered Initial Securities, acquired for its own account as a result of market making activities or other trading activities, for Exchange Securities (an “"Exchanging Dealer”"), is required to deliver a prospectus containing the information set forth in (a) Annex A hereto on the cover, (b) Annex B hereto in the “"Exchange Offer Procedures” " section and the “"Purpose of the Exchange Offer” " section, and (c) Annex C hereto in the “"Plan of Distribution” " section of such prospectus in connection with a sale of any such Exchange Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) if a an Initial Purchaser that elects to sell Exchange Securities (as defined below) acquired in exchange for Offered Initial Securities constituting any portion of an unsold allotment, it is required to deliver a prospectus containing the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale. The Company shall use its commercially reasonable best efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the prospectus contained therein, in order to permit such prospectus to be lawfully delivered by all persons subject to the prospectus delivery requirements of the Securities Act for such period of time as such persons must comply with such requirements in order to resell the Exchange Securities; provided, however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or a the Initial Purchaser, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers and the Purchasers Initial Purchaser have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Company shall make such prospectus and any amendment or supplement thereto, thereto available to any broker-dealer for use in connection with any resale of any Exchange Securities for a period of not less than 90 180 days after the consummation of the Registered Exchange Offer. Notwithstanding the foregoing, the Company shall not be obligated to keep the Exchange Offer Registration Statement continuously effective to the extent set forth above if the Company determines, in its reasonable judgment, upon advice of counsel, that the continued effectiveness and usability of the Exchange Offer Registration Statement would (i) require the disclosure of material information, which the Company or any of its subsidiaries has a bona fide business reason for preserving as confidential or (ii) interfere with any existing or prospective financing, acquisition, corporate reorganization or other material business situation, transaction or negotiation involving the Company or any of its subsidiaries; provided, however, that the failure to keep the Exchange Offer Registration Statement effective and usable for such reason shall last no longer than 20 days (whereafter Additional Interest (as defined in Section 6(a)) shall accrue and be payable until the Exchange Offer Registration Statement becomes effective and usable) and shall in no event occur during the first 30 days after the Exchange Offer Registration Statement becomes effective. In the event that the Company does not keep the Exchange Offer Registration Statement continuously effective as provided in the immediately preceding sentence, the number of days during which the Exchange Offer Registration Statement is not continuously effective, which shall include the date the Company gives notice that the Exchange Offer Registration Statement is no longer effective, shall be added on to, and therefore extend, the period during which the Company is obligated to use its reasonable best efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the prospectus contained therein. If, upon consummation of the Registered Exchange Offer, any the Initial Purchaser holds Offered Initial Securities acquired by it as part of its initial distribution, the Company, simultaneously with the delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and deliver to such the Initial Purchaser upon the written request of such the Initial Purchaser, in exchange (the “"Private Exchange”") for the Offered Initial Securities held by such the Initial Purchaser, a like principal amount of debt securities of the Company issued under the Indenture and identical in all material respects (including the existence of restrictions on transfer under the Securities Act and the securities laws of the several states of the United States, but excluding provisions relating to the matters described in Section 6 hereof) to the Offered Initial Securities (the “"Private Exchange Securities”"). The Offered Initial Securities, the Exchange Securities and the Private Exchange Securities are herein collectively called the “"Securities.” ". In connection with the Registered Exchange Offer, the Company shall:

Registered Exchange Offer. Unless not permitted by applicable law, the The Company shall, at its own cost, prepare and, not later than 350 210 days (or if the 350th 210th day is not a business day, the first business day thereafter) after the date of delivery original issue of the Offered Initial Securities (the “Delivery Issue Date”), file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Exchange Offer Registration Statement”) on an appropriate form under the Securities Act of 1933, as amended (the “Securities Act”), with respect to a proposed offer (the “Registered Exchange Offer”) to the Holders of Transfer Restricted Securities (as defined in Section 6(d) hereof), who are not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Offered Initial Securities, a like an equal aggregate principal amount of debt securities (the “Exchange Securities”) of the Company Issuer issued under the Indenture and identical in all material respects to the Offered Initial Securities (except for the removal of transfer restrictions relating to the Offered Initial Securities and the provisions relating to the matters described in Section 6 hereof) (that would be registered under the “Exchange Securities”)Securities Act. The Company shall (i) use its commercially reasonable best efforts to cause such Exchange Offer Registration Statement to become effective under the Securities Act within 410 300 days (or if the 410th 300th day is not a business day, the first business day thereafter) after the Delivery Issue Date, (ii) consummate such Registered Exchange Offer not later than 340 days (or if the 340th day is not a business day, the first business day thereafter) after the Issue Date and (an “effectiveness deadline”iii) and shall use its commercially reasonable efforts to keep the Exchange Offer Registration Statement effective for not less than 20 business days (or longer, if required by applicable law) after the date notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “Exchange Offer Registration Period”). If the Company commences effects the Registered Exchange Offer, the Company (i) will be entitled to close the Registered Exchange Offer 20 business 30 days after such the commencement thereof provided that the Company has accepted all the Offered Initial Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer and (ii) shall use commercially reasonable efforts to consummate the Registered Exchange Offer no later than 40 days (or longer if required by applicable law) Offer. As soon as practicable after the date on which the Exchange Offer Registration Statement is declared effective (or if the 40th day is not a business day, the first business day thereafter) (such 40th day (or first business day thereafter) being the “Consummation Deadline”). Following the declaration of the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities (as defined in Section 6(d) hereof) electing to exchange the Offered Initial Securities for Exchange Securities (assuming that such Holder is not an affiliate of the Company within the meaning of the Securities Act (or if it is an affiliate, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable)Act, acquires the Exchange Securities in the ordinary course of such Holder’s business, is not a broker-dealer tendering Offered Securities acquired directly from the Company for its own account and is not engaged in, and does not intend to engage in, business and has no arrangement or understanding arrangements with any person to participate in the distribution of the Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States. The Company acknowledges that, pursuant to current interpretations by the Commission’s staff of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom, (i) each Holder which is a broker-dealer electing to exchange Offered Initial Securities, acquired for its own account as a result of market making activities or other trading activities, for Exchange Securities (an “Exchanging Dealer”), is required to deliver a prospectus containing the information set forth in (a) Annex A hereto on the cover, (b) Annex B hereto in the “Exchange Offer Procedures” section and the “Purpose of the Exchange Offer” section, section and (c) Annex C hereto in the “Plan of Distribution” section of such prospectus in connection with a sale of any such Exchange Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) if a Purchaser elects the Initial Purchasers elect to sell Exchange Securities acquired in exchange for Offered Initial Securities constituting any portion of an unsold allotment, it is the Initial Purchasers will be required to deliver a prospectus containing the information required by Items Item 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale. The Company shall use its commercially reasonable best efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the prospectus contained therein, in order to permit such prospectus to be lawfully delivered by all persons subject to the prospectus delivery requirements of the Securities Act for such period of time as such persons must comply with such requirements in order to resell the Exchange Securities; provided, however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or a Purchaserthe Initial Purchasers, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers and the Initial Purchasers have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Company shall make such prospectus and any amendment or supplement thereto, available to any broker-dealer for use in connection with any resale of any Exchange Securities for a period of not less than 90 180 days (or such shorter period during which broker-dealers are required by law to deliver such prospectus) after the consummation of the Registered Exchange Offer. If, upon consummation of the Registered Exchange Offer, any Initial Purchaser holds Offered Initial Securities acquired by it as part of its initial distribution, the Company, simultaneously with the delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and deliver to such Initial Purchaser upon the written request of such Initial Purchaser, in exchange (the “Private Exchange”) for the Offered Initial Securities held by such Initial Purchaser, a like an equal principal amount of debt securities of the Company issued under the Indenture and identical in all material respects (including the existence of restrictions on transfer under the Securities Act and the securities laws of the several states of the United States, but excluding provisions relating to the matters described in Section 6 hereof) to the Offered Initial Securities (the “Private Exchange Securities”). The Offered Initial Securities, the Exchange Securities and the Private Exchange Securities are herein collectively called the “Securities.” ”. In connection with the Registered Exchange Offer, the Company shall:

Registered Exchange Offer. Unless not permitted by applicable lawlaw (after the Company has complied with the ultimate paragraph of this Section 1), the Company shall, at its own cost, shall prepare and, not later than 350 120 days (or if the 350th such 120th day is not being a business day, the first business day thereafter“Filing Deadline”) after the date of delivery of on which the Offered Initial Purchasers purchase the Initial Securities pursuant to the Purchase Agreement (the “Delivery Closing Date”), file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Exchange Offer Registration Statement”) on an appropriate form under the Securities Act of 1933, as amended (the “Securities Act”), or amend an existing registration statement (each such registration statement, an “Exchange Offer Registration Statement”), with respect to a proposed offer (the “Registered Exchange Offer”) to the Holders of Transfer Restricted Securities (as defined in Section 6(d) 6 hereof), who are not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Offered Initial Securities, a like aggregate principal amount of debt securities of the Company issued under the Indenture and Indenture, identical in all material respects to the Offered Securities (except for the removal of transfer restrictions relating to the Offered Initial Securities and registered under the provisions relating to the matters described in Section 6 hereof) Securities Act (the “Exchange Securities”). The Company Each of the Issuer and the Guarantors shall use its commercially reasonable best efforts to (i) cause such Exchange Offer Registration Statement to become effective under the Securities Act within 410 240 days (or if the 410th day is not a business day, the first business day thereafter) after the Delivery Closing Date (such 240th day being an “effectiveness deadlineEffectiveness Deadline”) and shall use its commercially reasonable efforts to (ii) keep the Exchange Offer Registration Statement effective for not less than 20 business 30 days (or longer, if required by applicable law) after the date notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “Exchange Offer Registration Period”)Holders. If the Company commences the Registered Exchange Offer, each of the Company Issuer and the Guarantors (i) will be entitled shall use its best efforts to close consummate the Registered Exchange Offer 20 business days on the earliest practicable date after such commencement provided that the Company has accepted all the Offered Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer Registration Statement has become effective and (ii) shall use commercially reasonable efforts will be required to consummate the Registered Exchange Offer no later than 40 60 days (or longer if required by applicable law) after the date on which the Exchange Offer Registration Statement is declared effective (or if the 40th such 60th day is not a business day, the first business day thereafter) (such 40th day (or first business day thereafter) being the “Consummation Deadline”). Following the declaration of the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities electing to exchange the Offered Initial Securities for Exchange Securities (assuming that such Holder is not an affiliate of the Company within the meaning of the Securities Act (or if it is an affiliate, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable)Act, acquires the Exchange Securities in the ordinary course of such Holder’s business, is not a broker-dealer tendering Offered Securities acquired directly from the Company for its own account and is not engaged in, and does not intend to engage in, business and has no arrangement or understanding arrangements with any person to participate in the distribution of the Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States. The Company acknowledges that, pursuant to current interpretations by the Commission’s staff of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom, (i) each Holder which is a broker-dealer electing to exchange Offered Initial Securities, acquired for its own account as a result of market making activities or other trading activities, for Exchange Securities (an “Exchanging Dealer”), is required to deliver a prospectus containing the information set forth in (a) Annex A hereto on the cover, (b) Annex B hereto in the “Exchange Offer Procedures” section and the “Purpose of the Exchange Offer” section, section and (c) Annex C hereto in the “Plan of Distribution” section of such prospectus in connection with a sale of any such Exchange Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) if a an Initial Purchaser elects to sell Exchange Securities (as defined below) acquired in exchange for Offered Initial Securities constituting any portion of an unsold allotment, it such Initial Purchaser is required to deliver a prospectus containing the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale. The Company shall use its commercially reasonable best efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the prospectus contained therein, in order to permit such prospectus to be lawfully delivered by all persons subject to the prospectus delivery requirements of the Securities Act for such period of time as such persons must comply with such requirements in order to resell the Exchange Securities; provided, however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or a an Initial Purchaser, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers and the Initial Purchasers have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Company shall make such prospectus and any amendment or supplement thereto, thereto available to any broker-dealer for use in connection with any resale of any Exchange Securities for a period of not less than 90 180 days after the consummation of the Registered Exchange Offer. If, upon consummation of the Registered Exchange Offer, any Initial Purchaser holds Offered Initial Securities acquired by it as part of its initial distribution, the Company, simultaneously with the delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and deliver to such Initial Purchaser upon the written request of such Initial Purchaser, in exchange (the “Private Exchange”) for the Offered Initial Securities held by such Initial Purchaser, a like principal amount of debt securities of the Company issued under the Indenture and identical in all material respects (including the existence of restrictions on transfer under the Securities Act and the securities laws of the several states of the United States, but excluding provisions relating to the matters described in Section 6 hereof) to the Offered Initial Securities (the “Private Exchange Securities”). The Offered Initial Securities, the Exchange Securities and the Private Exchange Securities are herein collectively called the “Securities.” ”. In connection with the Registered Exchange Offer, the Company shall:

Registered Exchange Offer. Unless not permitted by applicable law, the The Company shall, for the benefit of the Holders, at its own the Company’s cost, (A) prepare and, not later than 350 days (or if the 350th day is not a business day, the first business day thereafter) after the date of delivery of the Offered Securities (the “Delivery Date”), and file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “SEC an Exchange Offer Registration Statement”) , within 180 days of the Final Closing Date, on an appropriate form under the Securities 1933 Act of 1933, as amended (the “Securities Act”), with respect to a proposed offer (offers for the “Registered Exchange Offer”) issuance and delivery to the Holders of Transfer Restricted Securities (as defined in Section 6(d) hereof), who are not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Offered Transfer Restricted Securities, of a like aggregate principal amount of debt securities of the Company issued under the Indenture and identical in Exchange Notes, (B) use all material respects to the Offered Securities (except for the removal of transfer restrictions relating to the Offered Securities and the provisions relating to the matters described in Section 6 hereof) (the “Exchange Securities”). The Company shall use its commercially reasonable efforts to cause such the Exchange Offer Registration Statement to become be declared effective under the Securities 1933 Act within 410 270 days of the Final Closing Date, (or if the 410th day is not a business day, the first business day thereafterC) after the Delivery Date (an “effectiveness deadline”) and shall use its all commercially reasonable efforts to keep the Exchange Offer Registration Statement effective until the closing of the Registered Exchange Offer and thereafter for not less than 20 business so long as Participating Broker-Dealers are required to deliver a prospectus meeting the requirements of the 1933 Act in connection with any resales of Exchange Notes (such period shall in no event exceed 270 days after the closing of the Registered Exchange Offer) and (D) use all commercially reasonable efforts to issue on or prior to 30 days, or longer, if required by applicable law) after the date notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “Exchange Offer Registration Period”). If the Company commences the Registered Exchange OfferUnited States federal securities laws, the Company (i) will be entitled to close the Registered Exchange Offer 20 business days after such commencement provided that the Company has accepted all the Offered Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer and (ii) shall use commercially reasonable efforts to consummate the Registered Exchange Offer no later than 40 days (or longer if required by applicable law) after the date on which the Exchange Offer Registration Statement is was declared effective (or if by the 40th day is not a business daySEC, Exchange Notes in exchange for all Transfer Restricted Securities tendered prior thereto in the first business day thereafter) (such 40th day (or first business day thereafter) being the “Consummation Deadline”)Registered Exchange Offer. Following the declaration of Upon the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of eligible and electing to exchange Transfer Restricted Securities electing to exchange the Offered Securities for Exchange Securities Notes (assuming that such Holder (a) is not an affiliate of the Company within the meaning of Rule 405 under the Securities Act 1933 Act, (or if it is an affiliate, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable), acquires the Exchange Securities in the ordinary course of such Holder’s business, b) is not a broker-dealer tendering Offered Transfer Restricted Securities acquired directly from the Company for its own account account, (c) acquired the Exchange Notes in the ordinary course of such Holder’s business and is not engaged in, and does not intend to engage in, and (d) has no arrangement arrangements or understanding understandings with any person Person to participate in the distribution Registered Exchange Offer for the purpose of distributing the Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange OfferNotes) to trade transfer such Exchange Securities Notes from and after their receipt without any limitations or restrictions under the Securities 1933 Act and without material restrictions under the state securities laws of the several states of the United Statesor blue sky laws. The Company acknowledges that, pursuant to current interpretations by the Commission’s staff of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom, (i) each Holder which is a broker-dealer electing to exchange Offered Securities, acquired for its own account as a result of market making activities or other trading activities, for Exchange Securities (an “Exchanging Dealer”), is required to deliver a prospectus containing the information set forth in (a) Annex A hereto on the cover, (b) Annex B hereto in the “Exchange Offer Procedures” section and the “Purpose of the Exchange Offer” section, and (c) Annex C hereto in the “Plan of Distribution” section of such prospectus in connection with a sale of any such Exchange Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) if a Purchaser elects to sell Exchange Securities acquired in exchange for Offered Securities constituting any portion of an unsold allotment, it is required to deliver a prospectus containing the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale. The Company shall use its commercially reasonable efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the prospectus contained therein, in order to permit such prospectus to be lawfully delivered by all persons subject to the prospectus delivery requirements of the Securities Act for such period of time as such persons must comply with such requirements in order to resell the Exchange Securities; provided, however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or a Purchaser, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers and the Purchasers have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Company shall make such prospectus and any amendment or supplement thereto, available to any broker-dealer for use in connection with any resale of any Exchange Securities for a period of not less than 90 days after the consummation of the Registered Exchange Offer. If, upon consummation of the Registered Exchange Offer, any Purchaser holds Offered Securities acquired by it as part of its initial distribution, the Company, simultaneously with the delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and deliver to such Purchaser upon the written request of such Purchaser, in exchange (the “Private Exchange”) for the Offered Securities held by such Purchaser, a like principal amount of debt securities of the Company issued under the Indenture and identical in all material respects (including the existence of restrictions on transfer under the Securities Act and the securities laws of the several states of the United States, but excluding provisions relating to the matters described in Section 6 hereof) to the Offered Securities (the “Private Exchange Securities”). The Offered Securities, the Exchange Securities and the Private Exchange Securities are herein collectively called the “Securities.” In connection with the Registered Exchange Offer, the Company shall:

Registered Exchange Offer. Unless not permitted by applicable law, the Company shall, at its own cost, shall prepare and, not later than 350 90 days (or if the 350th such 90th day is not being a business day, the first business day thereafter“Filing Deadline”) after the date of delivery of on which the Offered Initial Purchasers purchase the Initial Securities pursuant to the Purchase Agreement (the “Delivery Closing Date”), file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Exchange Offer Registration Statement”) on an appropriate form under the Securities Act of 1933, as amended (the “Securities Act”), with respect to a proposed offer (the “Registered Exchange Offer”) to the Holders of Transfer Restricted Securities (as defined in Section 6(d) 6 hereof), who are not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Offered Initial Securities, a like aggregate principal amount of debt securities of the Company issued under the Indenture and Indenture, identical in all material respects to the Offered Securities (except for the removal of transfer restrictions relating to the Offered Initial Securities and registered under the provisions relating to the matters described in Section 6 hereof) Securities Act (the “Exchange Securities”). The Company shall use its commercially reasonable best efforts to (i) cause such Exchange Offer Registration Statement to become effective under the Securities Act within 410 150 days (or if the 410th day is not a business day, the first business day thereafter) after the Delivery Closing Date (such 150th day being an “effectiveness deadlineEffectiveness Deadline”) and shall use its commercially reasonable efforts to (ii) keep the Exchange Offer Registration Statement effective for not less than 20 business 30 days (or longer, if required by applicable law) after the date notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “Exchange Offer Registration Period”). If the Company commences the Registered Exchange Offer, the Company (i) will be entitled to close the Registered Exchange Offer 20 business days after such commencement provided that the Company has accepted all the Offered Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer and (ii) shall use commercially reasonable efforts required to consummate the Registered Exchange Offer no later than 40 180 days (or longer if required by applicable law) after the date on which the Exchange Offer Registration Statement is declared effective (or if the 40th day is not a business day, the first business day thereafter) Closing Date (such 40th 180th day (or first business day thereafter) being the “Consummation Deadline”). Following the declaration of the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly shall, as soon as practicable, commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities electing to exchange the Offered Initial Securities for Exchange Securities (assuming that such Holder is not an affiliate of the Company within the meaning of the Securities Act (or if it is an affiliate, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable)Act, acquires the Exchange Securities in the ordinary course of such Holder’s business, is not a broker-dealer tendering Offered Securities acquired directly from the Company for its own account and is not engaged in, and does not intend to engage in, business and has no arrangement or understanding arrangements with any person to participate in the distribution of the Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States. The Company acknowledges that, pursuant to current interpretations by the Commission’s staff of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom, (i) each Holder which is a broker-dealer electing to exchange Offered Initial Securities, acquired for its own account as a result of market making activities or other trading activities, for Exchange Securities (an “Exchanging Dealer”), is required to deliver a prospectus containing the information set forth in (a) Annex A hereto on the cover, (b) Annex B hereto in the “Exchange Offer Procedures” section and the “Purpose of the Exchange Offer” section, and (c) Annex C hereto in the “Plan of Distribution” section of such prospectus in connection with a sale of any such Exchange Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) if a an Initial Purchaser that elects to sell Exchange Securities (as defined below) acquired in exchange for Offered Initial Securities constituting any portion of an unsold allotment, it is required to deliver a prospectus containing the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale. The Company shall use its commercially reasonable best efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the prospectus contained therein, in order to permit such prospectus to be lawfully delivered by all persons subject to the prospectus delivery requirements of the Securities Act for such a period of time as commencing on the day the Registered Exchange Offer is consummated and continuing for 90 days (or such persons must comply with shorter period during which Exchanging Dealers and other persons, if any, are required by law to deliver such requirements in order to resell the Exchange Securitiesprospectus); provided, however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or a Purchaser, such period shall may be the lesser of 180 days and the date on which all Exchanging Dealers and the Purchasers have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Company shall make such prospectus and any amendment or supplement thereto, available to any broker-dealer for use in connection with any resale of any Exchange Securities for a period of not less than 90 days after the consummation of the Registered Exchange Offer. If, upon consummation of the Registered Exchange Offer, any Initial Purchaser holds Offered Initial Securities acquired by it as part of its initial distribution, the Company, simultaneously with the delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and deliver to such Initial Purchaser upon the written request of such Initial Purchaser, in exchange (the “Private Exchange”) for the Offered Initial Securities held by such Initial Purchaser, a like principal amount of debt securities of the Company issued under the Indenture and identical in all material respects (including the existence of restrictions on transfer under the Securities Act and the securities laws of the several states of the United States, but excluding provisions relating to the matters described in Section 6 hereof) to the Offered Initial Securities (the “Private Exchange Securities”). The Offered Initial Securities, the Exchange Securities and the Private Exchange Securities are herein collectively called the “Securities.” ”. In connection with the Registered Exchange Offer, the Company shall:

Registered Exchange Offer. Unless not permitted by applicable law, the Company shall, at Issuer shall prepare and use its own cost, prepare and, not later than 350 days (or if the 350th day is not a business day, the first business day thereafter) after the date of delivery of the Offered Securities (the “Delivery Date”), commercially reasonable efforts to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Exchange Offer Registration Statement”) on an appropriate form under the Securities Act of 1933, as amended (the “Securities Act”), with respect to a proposed offer (the “Registered Exchange Offer”) to the Holders of Transfer Restricted Securities (as defined in Section 6(d) 6 hereof), who are not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Offered Initial Securities, a like aggregate principal amount of debt securities of the Company Issuer issued under the Indenture and Indenture, substantially identical in all material respects to the Offered Initial Securities (except for the removal of transfer restrictions relating to the Offered Initial Securities and the provisions relating to the matters described in Section 6 hereof) and registered under the Securities Act (the “Exchange Securities”). The Company Issuer shall use its commercially reasonable efforts (i) to cause such Exchange Offer Registration Statement to become effective under the Securities Act within 410 on or prior to 365 days (or if the 410th day is not a business day, the first business day thereafter) after the Delivery Date date of original issue of the Initial Securities (an the “effectiveness deadlineIssue Date”) (such 365th day referred to in clause (i) being the “Exchange Offer Effectiveness Target Date”) and shall use its commercially reasonable efforts (ii) to keep the Exchange Offer Registration Statement effective for not less than 20 business days (or longer, if required by applicable law) after the date notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “Exchange Offer Registration Period”). If the Company Issuer commences the Registered Exchange Offer, the Company Issuer (i) will be entitled to close consummate the Registered Exchange Offer 20 business days after such commencement (provided that the Company Issuer has accepted all the Offered Initial Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer Offer) and (ii) shall use commercially reasonable efforts will be required to consummate the Registered Exchange Offer no later than 40 days (or longer if required by applicable law) after the date on which the Exchange Offer Registration Statement is declared effective (effective, or if the 40th day is not a business day, the first business day thereafter) (such 40th day (or first business day thereafter) being the “Consummation Deadline”)later date required by law. Following the declaration of the effectiveness of the Exchange Offer Registration Statement, the Company shall Issuer shall, as promptly as practicable, commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities (as defined in Section 6 hereof) electing to exchange the Offered Initial Securities for Exchange Securities (assuming that such Holder is not an affiliate of the Company Issuer within the meaning of the Securities Act (or if it is an affiliate, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable)Act, acquires the Exchange Securities in the ordinary course of such HolderXxxxxx’s business, is not a broker-dealer tendering Offered Securities acquired directly from the Company for its own account and is not engaged in, and does not intend to engage in, business and has no arrangement or understanding arrangements with any person to participate in the distribution of the Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States. The Company Issuer acknowledges that, pursuant to current interpretations by the Commission’s staff of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom, (i) each Holder which is a broker-dealer electing to exchange Offered Initial Securities, acquired for its own account as a result of market making activities or other trading activities, for Exchange Securities (an “Exchanging Dealer”), is required to deliver a prospectus containing the information set forth in (a) Annex A hereto on the cover, (b) Annex B hereto in the “Exchange Offer Procedures” section and the “Purpose of the Exchange Offer” section, and (c) Annex C hereto in the “Plan of Distribution” section of such prospectus in connection with a sale of any such Exchange Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) if a an Initial Purchaser that elects to sell Exchange Securities (as defined below) acquired in exchange for Offered Initial Securities constituting any portion of an unsold allotment, it allotment is required to deliver a prospectus containing the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale. The Company Issuer shall use its commercially reasonable efforts to keep the Exchange Offer Registration Statement effective and to shall amend and supplement the prospectus contained therein, in order to permit such prospectus to be lawfully delivered by all persons subject to the prospectus delivery requirements of the Securities Act for such period of time as such persons must comply with such requirements in order to resell the Exchange Securities; provided, however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or a an Initial Purchaser, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers and the Initial Purchasers have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Company Issuer shall make such prospectus and any amendment or supplement thereto, thereto available to any broker-dealer for use in connection with any resale of any Exchange Securities for a period of not less than 90 180 days after the consummation of the Registered Exchange OfferOffer (or such shorter period during which such persons are required by applicable law to deliver such prospectus). If, upon consummation of the Registered Exchange Offer, any Initial Purchaser holds Offered Initial Securities acquired by it as part of its initial distribution, the CompanyIssuer, simultaneously with the delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and deliver to such Initial Purchaser upon the written request of such Initial Purchaser, in exchange (the “Private Exchange”) for the Offered Initial Securities held by such Initial Purchaser, a like principal amount of debt securities of the Company Issuer issued under the Indenture and identical in all material respects (including the existence of restrictions on transfer under the Securities Act and the securities laws of the several states of the United States, but excluding provisions relating to the matters described in Section 6 hereof) to the Offered Initial Securities (the “Private Exchange Securities”). The Offered Initial Securities, the Exchange Securities and the Private Exchange Securities are herein collectively called the “Securities.” ”. In connection with the Registered Exchange Offer, the Company Issuer shall:

Registered Exchange Offer. Unless not permitted by applicable lawlaw (after the Company has complied with the ultimate paragraph of this Section 1), the Company shall, at its own cost, shall prepare and, not later than 350 90 days (or if the 350th such 90th day is not being a business day, the first business day thereafter“Filing Deadline”) after the date of delivery of on which the Offered Initial Purchasers purchase the Initial Securities pursuant to the Purchase Agreement (the “Delivery Closing Date”), file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Exchange Offer Registration Statement”) on an appropriate form under the Securities Act of 1933, as amended (the “Securities Act”), with respect to a proposed offer (the “Registered Exchange Offer”) to the Holders of Transfer Restricted Securities (as defined in Section 6(d) 6 hereof), who are not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Offered Initial Securities, a like aggregate principal amount of debt securities of the Company Issuers issued under the Indenture and Indenture, identical in all material respects to the Offered Securities (except for the removal of transfer restrictions relating to the Offered Initial Securities and registered under the provisions relating to the matters described in Section 6 hereof) Securities Act (the “Exchange Securities”). The Company shall (i) use its commercially reasonable best efforts to cause such Exchange Offer Registration Statement to become effective under the Securities Act within 410 270 days (or if the 410th day is not a business day, the first business day thereafter) after the Delivery Closing Date (such 270th day being an “effectiveness deadlineEffectiveness Deadline”) and shall use its commercially reasonable efforts to (ii) keep the Exchange Offer Registration Statement effective for not less than 20 business 30 days (or longer, if required by applicable law) after the date notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “Exchange Offer Registration Period”). If the Company commences the Registered Exchange Offer, the Company (i) will be entitled to close consummate the Registered Exchange Offer 20 business 30 days after such commencement (provided that the Company has accepted all the Offered Initial Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer Offer) and (ii) shall use commercially reasonable efforts will be required to consummate the Registered Exchange Offer no later than 40 days (or longer if required by applicable law) as soon as practicable after the date on which the Exchange Offer Registration Statement is declared effective (or if but no later than the 40th day is not a business day, the first business day thereafter) Business Day after such effectiveness date (such 40th day (or first business day thereafter) being the “Consummation Deadline”). Following As soon as practicable after the declaration of the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities electing to exchange the Offered Initial Securities for Exchange Securities (assuming that such Holder is not an affiliate of the Company within the meaning of the Securities Act (or if it is an affiliate, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable)Act, acquires the Exchange Securities in the ordinary course of such Holder’s business, is not a broker-dealer tendering Offered Securities acquired directly from the Company for its own account and is not engaged in, and does not intend to engage in, business and has no arrangement or understanding arrangements with any person to participate in the distribution of the Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States. The Company acknowledges that, pursuant to current interpretations by the Commission’s staff of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom, (i) each Holder which is a broker-dealer electing to exchange Offered Initial Securities, acquired for its own account as a result of market making activities or other trading activities, for Exchange Securities (an “Exchanging Dealer”), is required to deliver a prospectus containing the information set forth in (a) Annex A hereto on the cover, (b) Annex B hereto in the “Exchange Offer Procedures” section and the “Purpose of the Exchange Offer” section, and (c) Annex C hereto in the “Plan of Distribution” section of such prospectus in connection with a sale of any such Exchange Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) if a an Initial Purchaser that elects to sell Exchange Securities (as defined below) acquired in exchange for Offered Initial Securities constituting any portion of an unsold allotment, it is required to deliver a prospectus containing the information required by Items Item 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale. The Company shall use its commercially reasonable best efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the prospectus contained therein, in order to permit such prospectus to be lawfully delivered by all persons subject to the prospectus delivery requirements of the Securities Act for such period of time as such persons must comply with such requirements in order to resell the Exchange Securities; provided, however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or a an Initial Purchaser, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers and the Initial Purchasers have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Company shall make such prospectus and any amendment or supplement thereto, thereto available to any broker-dealer for use in connection with any resale of any Exchange Securities for a period of not less than 90 180-days after the consummation of the Registered Exchange Offer. If, upon consummation of the Registered Exchange Offer, any Initial Purchaser holds Offered Initial Securities acquired by it as part of its initial distribution, the Company, simultaneously with the delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and deliver to such Initial Purchaser upon the written request of such Initial Purchaser, in exchange (the “Private Exchange”) for the Offered Initial Securities held by such Initial Purchaser, a like principal amount of debt securities of the Company Issuers issued under the Indenture and identical in all material respects (including the existence of restrictions on transfer under the Securities Act and the securities laws of the several states of the United States, but excluding provisions relating to the matters described in Section 6 hereof) to the Offered Initial Securities (the “Private Exchange Securities”). The Offered Initial Securities, the Exchange Securities and the Private Exchange Securities are herein collectively called the “Securities.” In connection with the Registered Exchange Offer, the Company shall:

Registered Exchange Offer. Unless not permitted by applicable law, the The Company shall, at its own cost, prepare and, not later than 350 60 days after (or if the 350th 60th day is not a business day, the first business day thereafter) after the date of delivery original issue of the Offered Initial Securities (the “Delivery "Issue Date”"), file with the Securities and Exchange Commission (the “"Commission”") a registration statement (the “"Exchange Offer Registration Statement”") on an appropriate form under the Securities Act of 1933, as amended (the “"Securities Act”"), with respect to a proposed offer (the “"Registered Exchange Offer”") to the Holders of Transfer Restricted Securities (as defined in Section 6(d) 6 hereof), who are not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Offered Initial Securities, a like aggregate principal amount of debt securities (the "Exchange Securities") of the Company issued under the Indenture and identical in all material respects to the Offered Initial Securities (except for the removal of transfer restrictions relating to the Offered Initial Securities and the provisions relating to the matters described in Section 6 hereof) (that would be registered under the “Exchange Securities”)Securities Act. The Company shall use its commercially reasonable best efforts to cause such Exchange Offer Registration Statement to become effective under the Securities Act within 410 135 days (or if the 410th 135th day is not a business day, the first business day thereafter) after the Delivery Issue Date (an “effectiveness deadline”) of the Initial Securities and shall use its commercially reasonable efforts to keep the Exchange Offer Registration Statement effective for not less than 20 30 business days (or longer, if required by applicable law) after the date notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “Exchange Offer Registration Period”)Holders. If the Company commences effects the Registered Exchange Offer, the Company (i) will be entitled to close the Registered Exchange Offer 20 30 business days after such the commencement thereof provided that the Company has accepted all the Offered Initial Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer and (ii) shall use commercially reasonable efforts to consummate the Registered Exchange Offer no later than 40 days (or longer if required by applicable law) after the date on which the Exchange Offer Registration Statement is declared effective (or if the 40th day is not a business day, the first business day thereafter) (such 40th day (or first business day thereafter) being the “Consummation Deadline”)Offer. Following the declaration of the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly (but in no event later than 30 business days thereafter) commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities (as defined in Section 6 hereof) electing to exchange the Offered Initial Securities for Exchange Securities (assuming that such Holder is not an affiliate of the Company within the meaning of the Securities Act (or if it is an affiliate, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable)Act, acquires the Exchange Securities in the ordinary course of such Holder’s business, is not a broker-dealer tendering Offered Securities acquired directly from the Company for its own account and is not engaged in, and does not intend to engage in, 's business and has no arrangement or understanding arrangements with any person to participate in the distribution of the Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States. The Company acknowledges that, pursuant to current interpretations by the Commission’s 's staff of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom, (i) each Holder which that is a broker-dealer electing to exchange Offered Initial Securities, acquired for its own account as a result of market making activities or other trading activities, for Exchange Securities (an “"Exchanging Dealer”"), is required to deliver a prospectus containing the information set forth in (a) Annex A hereto on the cover, (b) Annex B hereto in the “"Exchange Offer Procedures” " section and the “"Purpose of the Exchange Offer” section, " section and (c) Annex C hereto in the “"Plan of Distribution” " section of such prospectus in connection with a sale of any such Exchange Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) if a an Initial Purchaser that elects to sell Exchange Securities acquired in exchange for Offered Initial Securities constituting any portion of an unsold allotment, it allotment is required to deliver a prospectus containing the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale. The Company shall use its commercially reasonable best efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the prospectus contained therein, in order to permit such prospectus to be lawfully delivered by all persons subject to the prospectus delivery requirements of the Securities Act for such period of time as such persons must comply with such requirements in order to resell the Exchange Securities; provided, however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or a the Initial Purchaser, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers and the Purchasers Initial Purchaser have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Company shall make such prospectus and any amendment or supplement thereto, thereto available to any broker-dealer for use in connection with any resale of any Exchange Securities for a period of not less than 90 days after the consummation of the Registered Exchange Offer. If, upon consummation of the Registered Exchange Offer, any the Initial Purchaser holds Offered Initial Securities acquired by it as part of its initial distribution, the Company, simultaneously with the delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and deliver to such the Initial Purchaser upon the written request of such the Initial Purchaser, in exchange (the “"Private Exchange”") for the Offered Initial Securities held by such the Initial Purchaser, a like principal amount of debt securities of the Company issued under the Indenture and identical in all material respects (including the existence of restrictions on transfer under the Securities Act and the securities laws of the several states of the United States, but excluding provisions relating to the matters described in Section 6 hereof) to the Offered Initial Securities (the “"Private Exchange Securities”"). The Offered Initial Securities, the Exchange Securities and the Private Exchange Securities are herein collectively called the “"Securities.” ". In connection with the Registered Exchange Offer, the Company shall:

Registered Exchange Offer. Unless not permitted by applicable law, the The Company shall, at its own cost, prepare and, not later than 350 days (or if the 350th day is not a business day, the first business day thereafter) after the date of delivery of the Offered Securities (the “Delivery Date”), and file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Exchange Offer Registration Statement”) on an appropriate form under the Securities Act of 1933, as amended (the “Securities Act”), with respect to a proposed offer (the “Registered Exchange Offer”) to the Holders of Transfer Restricted Securities (as defined in Section 6(d) 6 hereof), who are not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Offered Initial Securities, a like aggregate principal amount of debt securities (the “Exchange Securities”) of the Company issued under the Indenture and identical in all material respects to the Offered Initial Securities (except for the removal of transfer restrictions relating to the Offered Initial Securities and the provisions relating to the matters described in Section 6 hereof) (that would be registered under the “Exchange Securities”)Securities Act. The Company shall use its commercially reasonable best efforts to cause such Exchange Offer Registration Statement to become effective under the Securities Act within 410 days (or if the 410th day is not a business day, the first business day thereafter) after the Delivery Date (an “effectiveness deadline”) and shall use its commercially reasonable efforts to (i) keep the Exchange Offer Registration Statement effective for not less than 20 business days (or longer, if required by applicable law) after the date notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “Exchange Offer Registration Period”). If the Company commences the Registered Exchange Offer, the Company ) and (iii) will be entitled to close consummate the Registered Exchange Offer 20 business not later than 365 days after such commencement provided the date of original issue of the Initial Securities (the “Issue Date”) (or if the 365th day is not a business day, the first business day thereafter), provided, with respect to clause (ii), that the Company has accepted all the Offered Initial Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer and (ii) shall use commercially reasonable efforts to consummate the Registered Exchange Offer no later than 40 days (or longer if required by applicable law) after the date on which the Exchange Offer Registration Statement is declared effective (or if the 40th day is not a business day, the first business day thereafter) (such 40th day (or first business day thereafter) being the “Consummation Deadline”)Offer. Following the declaration of the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities (as defined in Section 6 hereof) electing to exchange the Offered Initial Securities for Exchange Securities (assuming that such Holder is not an affiliate of the Company within the meaning of the Securities Act (or if it is an affiliate, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable)Act, acquires the Exchange Securities in the ordinary course of such Holder’s business, is not a broker-dealer tendering Offered Securities acquired directly from the Company for its own account and is not engaged in, and does not intend to engage in, business and has no arrangement or understanding arrangements with any person to participate in the distribution of the Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States. The Company acknowledges that, pursuant to current interpretations by the Commission’s staff of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom, (i) each Holder which is a broker-dealer electing to exchange Offered Securities, acquired for its own account as a result of market making activities or other trading activities, for Exchange Securities (an a “Exchanging Participating Broker-Dealer”), is required to deliver a prospectus containing the information set forth in (a) Annex A hereto on the cover, (b) Annex B hereto in the “Exchange Offer Procedures” section and the “Purpose of the Exchange Offer” section, and (c) Annex C hereto in the “Plan of Distribution” section of such prospectus in connection with a sale of any such Exchange Securities received by such Exchanging Participating Broker-Dealer pursuant to the Registered Exchange Offer and (ii) if a an Initial Purchaser that elects to sell Exchange Securities acquired in exchange for Offered Securities constituting any portion of an unsold allotment, it allotment is required to deliver a prospectus containing the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale. The Company shall use its commercially reasonable best efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the prospectus contained therein, in order to permit such prospectus to be lawfully delivered by all persons subject to the prospectus delivery requirements of the Securities Act for such period of time as such persons must comply with such requirements in order to resell the Exchange Securities; provided, however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging a Participating Broker-Dealer or a an Initial Purchaser, such period shall be the lesser of 180 days and the date on which all Exchanging Participating Broker-Dealers and the Initial Purchasers have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Company shall make upon request such prospectus and any amendment or supplement thereto, available to any broker-dealer for use in connection with any resale of any Exchange Securities for a period of not less than 90 days after the consummation of the Registered Exchange Offer. If, upon consummation of the Registered Exchange Offer, any Initial Purchaser holds Offered Initial Securities acquired by it as part of its initial distribution, the Company, simultaneously with the delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and deliver to such Initial Purchaser upon the written request of such Initial Purchaser, in exchange (the “Private Exchange”) for the Offered Initial Securities held by such Initial Purchaser, a like principal amount of debt securities of the Company issued under the Indenture and identical in all material respects (including the existence of restrictions on transfer under the Securities Act and the securities laws of the several states of the United States, but excluding provisions relating to the matters described in Section 6 hereof) to the Offered Initial Securities (the “Private Exchange Securities”). The Offered Initial Securities, the Exchange Securities and the Private Exchange Securities are herein collectively called the “Securities.” In connection with the Registered Exchange Offer, the Company shall:

Registered Exchange Offer. Unless not permitted by applicable lawIf any Transfer Restricted Securities (as defined in Section 6(d) hereof) other than Exchange Securities (as defined below) remain outstanding on the date falling 400 days after the date of original issue of the Initial Securities (the “Issue Date”), the Company shallshall (a) within 400 days after the Issue Date, at its own cost, prepare and, not later than 350 days (or if the 350th day is not a business day, the first business day thereafter) after the date of delivery of the Offered Securities (the “Delivery Date”), and file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Exchange Offer Registration Statement”) on an appropriate form under the Securities Act of 1933, as amended (the “Securities Act”), with respect to a proposed offer (the “Registered Exchange Offer”) to the Holders of Transfer Restricted Initial Securities (as defined in Section 6(d) hereof), who are not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer, Offer to issue and deliver to such HoldersHolders as soon as practicable after the effectiveness of the Exchange Offer Registration Statement, in exchange for the Offered Initial Securities, a like aggregate principal amount of debt securities (the “Exchange Securities”) of the Company Issuer issued under the Indenture and identical in all material respects to the Offered Initial Securities (except for the removal of transfer restrictions relating to the Offered Initial Securities and the provisions relating to the matters described in Section 6 hereof) that would be registered under the Securities Act; (the “Exchange Securities”). The Company shall b) use its commercially reasonable best efforts to cause such the Exchange Offer Registration Statement to become be declared effective under the Securities Act within 410 490 days (or if the 410th day is not a business day, the first business day thereafter) after the Delivery Date Issue Date; and (an “effectiveness deadline”c) and shall use its commercially reasonable efforts to keep the Registered Exchange Offer Registration Statement effective open for not less than 20 business days (or longer, if required by applicable law) after the date notice of the Registered Exchange Offer is mailed to the Holders of the Initial Securities (such period being called the “Exchange Offer Registration Period”). If the Company commences effects the Registered Exchange Offer, the Company (i) will be entitled (subject to applicable law) to close the Registered Exchange Offer 20 business days after such the commencement thereof provided that the Company has accepted all the Offered Initial Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer and (ii) shall use commercially reasonable efforts to consummate the Registered Exchange Offer no later than 40 days (or longer if required by applicable law) after the date on which the Exchange Offer Registration Statement is declared effective (or if the 40th day is not a business day, the first business day thereafter) (such 40th day (or first business day thereafter) being the “Consummation Deadline”)Offer. Following the declaration of the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly as soon as practicable commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities electing to exchange the Offered Initial Securities for Exchange Securities (assuming that such Holder is not an affiliate of the Company within the meaning of the Securities Act (or if it is an affiliate, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable)Act, acquires the Exchange Securities in the ordinary course of such Holder’s business, is not a broker-dealer tendering Offered Securities acquired directly from the Company for its own account and is not engaged in, and does not intend to engage in, business and has no arrangement arrangements or understanding understandings with any person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States. The Company acknowledges that, pursuant to current interpretations by the Commission’s staff of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom, (i) each Holder which is a broker-dealer electing to exchange Offered Initial Securities, acquired for its own account as a result of market market-making activities or other trading activities, for Exchange Securities (an “Exchanging Dealer”), is required to deliver a prospectus containing the information set forth in (a) Annex A hereto on the cover, (b) Annex B hereto in the “Exchange Offer Procedures” (or other appropriate) section of such prospectus and the “Purpose of the Exchange Offer” section, (or other appropriate) section of such prospectus and (c) Annex C hereto in the “Plan of Distribution” section of such prospectus in connection with a sale of any such Exchange Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) if a an Initial Purchaser that elects to sell Exchange Securities acquired in exchange for Offered Initial Securities constituting any portion of an unsold allotment, it allotment is required to deliver a prospectus containing the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale. The Company shall use its commercially reasonable best efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the prospectus contained therein, therein in order to permit such prospectus to be lawfully delivered by all persons subject to the prospectus delivery requirements of the Securities Act for 180 days following the effective date of the Exchange Offer Registration Statement or such shorter period of time as such persons must comply with such requirements in order to resell the Exchange Securities; provided, however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or a an Initial Purchaser, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers and the Initial Purchasers have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Company shall make such prospectus and any amendment or supplement thereto, thereto available to any requesting broker-dealer for use in connection with any resale of any Exchange Securities for a period of not less than 90 days after the consummation of the Registered Exchange Offer. If, upon consummation of the Registered Exchange Offer, any Initial Purchaser holds Offered Initial Securities acquired by it as part of its initial distribution, the Company, simultaneously with the delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and deliver to such Initial Purchaser upon the written request of such Initial Purchaser, in exchange (the “Private Exchange”) for the Offered Initial Securities held by such Initial Purchaser, a like principal amount of debt securities of the Company Issuer issued under the Indenture and identical in all material respects (including the existence of restrictions on transfer under the Securities Act and the securities laws of the several states of the United States, but excluding provisions relating to the matters described in Section 6 hereof) to the Offered Initial Securities (the “Private Exchange Securities”). The Offered Initial Securities, the Exchange Securities and the Private Exchange Securities are herein collectively called the “Securities.” ”. In connection with the Registered Exchange Offer, the Company shall:

Registered Exchange Offer. Unless not permitted by applicable law, the Company shall, at its own cost, shall prepare and, not later than 350 90 days (or if the 350th such 90th day is not being a business day, the first business day thereafter“Filing Deadline”) after the date of delivery of on which the Offered Initial Purchasers purchase the Initial Securities pursuant to the Purchase Agreement (the “Delivery Closing Date”), file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Exchange Offer Registration Statement”) on an appropriate form under the Securities Act of 1933, as amended (the “Securities Act”), with respect to a proposed offer (the “Registered Exchange Offer”) to the Holders of Transfer Restricted Securities (as defined in Section 6(d) 6 hereof), who are not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Offered Initial Securities, a like aggregate principal amount of debt securities of the Company issued under the Indenture and Indenture, identical in all material respects to the Offered Securities (except for the removal of transfer restrictions relating to the Offered Initial Securities and registered under the provisions relating to the matters described in Section 6 hereof) Securities Act (the “Exchange Securities”). The Company shall use its commercially reasonable best efforts to (i) cause such Exchange Offer Registration Statement to become effective under the Securities Act within 410 180 days (or if the 410th day is not a business day, the first business day thereafter) after the Delivery Closing Date (such 180th day being an “effectiveness deadlineEffectiveness Deadline”) and shall use its commercially reasonable efforts to (ii) keep the Exchange Offer Registration Statement effective for not less than 20 business 30 days (or longer, if required by applicable law) after the date notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “Exchange Offer Registration Period”). If the Company commences the Registered Exchange Offer, the Company (i) will be entitled to close the Registered Exchange Offer 20 business days after such commencement provided that the Company has accepted all the Offered Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer and (ii) shall use commercially reasonable efforts required to consummate the Registered Exchange Offer no later than 40 210 days (or longer if required by applicable law) after the date on which the Exchange Offer Registration Statement is declared effective (or if the 40th day is not a business day, the first business day thereafter) Closing Date (such 40th 210th day (or first business day thereafter) being the “Consummation Deadline”). Following the declaration of the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly shall, as soon as practicable, commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities electing to exchange the Offered Initial Securities for Exchange Securities (assuming that such Holder is not an affiliate of the Company within the meaning of the Securities Act (or if it is an affiliate, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable)Act, acquires the Exchange Securities in the ordinary course of such HolderHxxxxx’s business, is not a broker-dealer tendering Offered Securities acquired directly from the Company for its own account and is not engaged in, and does not intend to engage in, business and has no arrangement or understanding arrangements with any person to participate in the distribution of the Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States. The Company acknowledges that, pursuant to current interpretations by the Commission’s staff of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom, (i) each Holder which is a broker-dealer electing to exchange Offered Initial Securities, acquired for its own account as a result of market making activities or other trading activities, for Exchange Securities (an “Exchanging Dealer”), is required to deliver a prospectus containing the information set forth in (a) Annex A hereto on the cover, (b) Annex B hereto in the “Exchange Offer Procedures” section and the “Purpose of the Exchange Offer” section, and (c) Annex C hereto in the “Plan of Distribution” section of such prospectus in connection with a sale of any such Exchange Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) if a an Initial Purchaser that elects to sell Exchange Securities (as defined below) acquired in exchange for Offered Initial Securities constituting any portion of an unsold allotment, it is required to deliver a prospectus containing the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale. The Company shall use its commercially reasonable best efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the prospectus contained therein, in order to permit such prospectus to be lawfully delivered by all persons subject to the prospectus delivery requirements of the Securities Act for such a period of time as commencing on the day the Registered Exchange Offer is consummated and continuing for 90 days (or such persons must comply with shorter period during which Exchanging Dealers and other persons, if any, are required by law to deliver such requirements in order to resell the Exchange Securitiesprospectus); provided, however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or a Purchaser, such period shall may be the lesser of 180 days and the date on which all Exchanging Dealers and the Purchasers have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Company shall make such prospectus and any amendment or supplement thereto, available to any broker-dealer for use in connection with any resale of any Exchange Securities for a period of not less than 90 days after the consummation of the Registered Exchange Offer. If, upon consummation of the Registered Exchange Offer, any Initial Purchaser holds Offered Initial Securities acquired by it as part of its initial distribution, the Company, simultaneously with the delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and deliver to such Initial Purchaser upon the written request of such Initial Purchaser, in exchange (the “Private Exchange”) for the Offered Initial Securities held by such Initial Purchaser, a like principal amount of debt securities of the Company issued under the Indenture and identical in all material respects (including the existence of restrictions on transfer under the Securities Act and the securities laws of the several states of the United States, but excluding provisions relating to the matters described in Section 6 hereof) to the Offered Initial Securities (the “Private Exchange Securities”). The Offered Initial Securities, the Exchange Securities and the Private Exchange Securities are herein collectively called the “Securities.” ”. In connection with the Registered Exchange Offer, the Company shall:

Registered Exchange Offer. Unless not permitted by applicable lawlaw (after the Company has complied with the ultimate paragraph of this Section 1), the Company shall, at its own cost, shall prepare and, not later than 350 90 days (or if the 350th such 90th day is not being a business day, the first business day thereafter"FILING DEADLINE") after the date of delivery of on which the Offered Initial Purchaser purchases the Initial Securities pursuant to the Purchase Agreement (the “Delivery Date”"CLOSING DATE"), file with the Securities and Exchange Commission (the “Commission”"COMMISSION") a registration statement (the “Exchange Offer Registration Statement”"EXCHANGE OFFER REGISTRATION STATEMENT") on an appropriate form under the Securities Act of 1933, as amended (the “Securities Act”"SECURITIES ACT"), with respect to a proposed offer (the “Registered Exchange Offer”"REGISTERED EXCHANGE OFFER") to the Holders of Transfer Restricted Securities (as defined in Section 6(d) 6 hereof), who are not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Offered Initial Securities, a like aggregate principal amount of debt securities of the Company issued under the Indenture and Indenture, identical in all material respects to the Offered Securities (except for the removal of transfer restrictions relating to the Offered Initial Securities and registered under the provisions relating to the matters described in Section 6 hereof) Securities Act (the “Exchange Securities”"EXCHANGE SECURITIES"). The Company shall use its commercially reasonable commercial efforts to (i) cause such Exchange Offer Registration Statement to become effective under the Securities Act within 410 220 days (or if the 410th day is not a business day, the first business day thereafter) after the Delivery Closing Date (such 220th day being an “effectiveness deadline”"EFFECTIVENESS DEADLINE") and shall use its commercially reasonable efforts to (ii) keep the Exchange Offer Registration Statement effective for not less than 20 business days (or longer, if required by applicable law) after the date notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “Exchange Offer Registration Period”"EXCHANGE OFFER REGISTRATION PERIOD"). If the Company commences the Registered Exchange Offer, the Company (i) will be entitled to close consummate the Registered Exchange Offer 20 business days after such commencement (provided that the Company has accepted all the Offered Initial Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer Offer) and (ii) shall use commercially reasonable efforts will be required to consummate the Registered Exchange Offer no later than 40 30 business days (or longer if required by applicable law) after the date on which the Exchange Offer Registration Statement is declared effective (or if the 40th day is not a business day, the first such 30th business day thereafter) (such 40th day (or first business day thereafter) being the “Consummation Deadline”"CONSUMMATION DEADLINE"). Following the declaration of the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities electing to exchange the Offered Initial Securities for Exchange Securities (assuming that such Holder is not an affiliate of the Company within the meaning of the Securities Act (or if it is an affiliate, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable)Act, acquires the Exchange Securities in the ordinary course of such Holder’s business, is not a broker-dealer tendering Offered Securities acquired directly from the Company for its own account and is not engaged in, and does not intend to engage in, 's business and has no arrangement or understanding arrangements with any person to participate in the distribution of the Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States. The Company acknowledges that, pursuant to current interpretations by the Commission’s 's staff of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom, (i) each Holder which is a broker-dealer electing to exchange Offered Initial Securities, acquired for its own account as a result of market making activities or other trading activities, for Exchange Securities (an “Exchanging Dealer”"EXCHANGING DEALER"), is required to deliver a prospectus containing the information set forth in (a) Annex A hereto on the cover, (b) Annex B hereto in the “"Exchange Offer Procedures” " section and the “"Purpose of the Exchange Offer” " section, and (c) Annex C hereto in the “"Plan of Distribution” " section of such prospectus in connection with a sale of any such Exchange Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) if a an Initial Purchaser that elects to sell Exchange Securities (as defined below) acquired in exchange for Offered Initial Securities constituting any portion of an unsold allotment, it is required to deliver a prospectus containing the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale. The Company shall use its commercially reasonable commercial efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the prospectus contained therein, in order to permit such prospectus to be lawfully delivered by all persons subject to the prospectus delivery requirements of the Securities Act for such period of time as such persons must comply with such requirements in order to resell the Exchange Securities; provided, however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or a an Initial Purchaser, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers and the Purchasers Initial Purchaser have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Company shall make such prospectus and any amendment or supplement thereto, thereto available to any broker-dealer for use in connection with any resale of any Exchange Securities for a period of not less than 90 180 days after the consummation of the Registered Exchange Offer. If, upon consummation of the Registered Exchange Offer, any Initial Purchaser holds Offered Initial Securities acquired by it as part of its initial distribution, the Company, simultaneously with the delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and deliver to such Initial Purchaser upon the written request of such Initial Purchaser, in exchange (the “Private Exchange”"PRIVATE EXCHANGE") for the Offered Initial Securities held by such Initial Purchaser, a like principal amount of debt securities of the Company issued under the Indenture and identical in all material respects (including the existence of restrictions on transfer under the Securities Act and the securities laws of the several states of the United States, but excluding provisions relating to the matters described in Section 6 hereof) to the Offered Initial Securities (the “Private Exchange Securities”"PRIVATE EXCHANGE SECURITIES"). The Offered Initial Securities, the Exchange Securities and the Private Exchange Securities are herein collectively called the “Securities.” "SECURITIES". In connection with the Registered Exchange Offer, the Company shall:

Registered Exchange Offer. Unless not permitted by applicable law, the The Company shall, at its own cost, prepare and, not later than 350 days (or if the 350th day is not a business day, the first business day thereafter) after the date of delivery of the Offered Securities (the “Delivery Date”), and file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Exchange Offer Registration Statement”) on an appropriate form under the Securities Act of 1933, as amended (the “Securities Act”), with respect to a proposed offer (the “Registered Exchange Offer”) to the Holders of Transfer Restricted Securities (as defined in Section 6(d) hereof), who are not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Offered Initial Securities, a like aggregate principal amount of debt securities (the “Exchange Securities”) of the Company issued under the Indenture and identical in all material respects to the Offered Initial Securities (except for the removal of transfer restrictions relating to the Offered Initial Securities and the provisions relating to the matters described in Section 6 hereof6(d) hereof and except that the Exchange Securities will not be entitled to Additional Interest (as defined below)) that would be registered under the “Exchange Securities”)Securities Act. The Company shall use its commercially reasonable best efforts to cause such Exchange Offer Registration Statement to become be declared effective under the Securities Act within 410 days (or if the 410th day is not a business day, the first business day thereafter) after the Delivery Date (an “effectiveness deadline”) and shall use its commercially reasonable efforts to keep the Registered Exchange Offer Registration Statement effective open for not less than 20 business days (or longer, if required by applicable law) after the date notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “Exchange Offer Registration Period”)Holders. If the Company commences the Registered Exchange Offer, the Company shall (i) will be entitled to close the Registered Exchange Offer 20 business 30 days after such the commencement thereof provided that the Company has accepted all the Offered Initial Securities theretofore validly tendered tendered, and not withdrawn, in accordance with the terms of the Registered Exchange Offer Offer, and (ii) shall use its commercially reasonable efforts to consummate complete the Registered Exchange Offer no not later than 40 sixty (60) days (or longer if required by applicable law) after the date on which the Exchange Offer Registration Statement is has been declared effective (or if under the 40th day is not a business day, the first business day thereafter) (such 40th day (or first business day thereafter) being the “Consummation Deadline”). Following the declaration of the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, Securities Act; it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities electing to exchange the Offered Initial Securities for Exchange Securities (assuming that such Holder is not an affiliate of the Company within the meaning of the Securities Act (or if it is an affiliate, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable)Act, acquires the Exchange Securities in the ordinary course of such Holder’s business, is not a broker-dealer tendering Offered Securities acquired directly from the Company for its own account and is not engaged in, and does not intend to engage in, business and has no arrangement arrangements or understanding with any person to participate in the distribution of the Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States; provided, however, that the Exchanging Dealers (as defined below) will be required to deliver a prospectus in connection with resales of Exchange Securities. The Company acknowledges that, pursuant to current interpretations by the Commission’s staff of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom, (i) each Holder which is a broker-dealer electing to exchange Offered Initial Securities, acquired for its own account as a result of market making activities or other trading activities, for Exchange Securities (an “Exchanging Dealer”), is required to deliver a prospectus containing the information set forth in (a) Annex A hereto on the cover, (b) Annex B hereto in the “Exchange Offer Procedures” section and the “Purpose of the Exchange Offer” section, and (c) Annex C hereto in the “Plan of Distribution” section of such prospectus in connection with a sale of any such Exchange Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) if a an Initial Purchaser that elects to sell Exchange Securities acquired in exchange for Offered Initial Securities constituting any portion of an unsold allotment, it allotment is required to deliver a prospectus containing the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale. The Company shall use its commercially reasonable best efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the prospectus contained therein, in order to permit such prospectus to be lawfully delivered by all persons subject to the prospectus delivery requirements of the Securities Act for such period of time as such persons must comply with such requirements in order to resell the Exchange Securities; provided, however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or a an Initial Purchaser, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers and the Initial Purchasers have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Company shall make such prospectus and any amendment or supplement thereto, available to any broker-dealer for use in connection with any resale of any Exchange Securities for a period of not less than 90 180 days after the consummation effective date of the Registered Exchange OfferOffer Registration Statement. If, upon consummation of the Registered Exchange Offer, any Initial Purchaser holds Offered Initial Securities acquired by it as part of its initial distribution, the Company, simultaneously with the delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and deliver to such Initial Purchaser upon the written request of such Initial Purchaser, in exchange (the “Private Exchange”) for the Offered Initial Securities held by such Initial Purchaser, a like principal amount of debt securities of the Company issued under the Indenture and identical in all material respects (including the existence of restrictions on transfer under the Securities Act and the securities laws of the several states of the United States, but excluding provisions relating to the matters described in Section 6 hereof) to the Offered Initial Securities (the “Private Exchange Securities”). The Offered Initial Securities, the Exchange Securities and the Private Exchange Securities are herein collectively called the “Securities.” In connection with the Registered Exchange Offer, the Company shall:

Registered Exchange Offer. Unless not permitted by applicable law, The Company and the Company shall, at its own cost, Note Guarantors shall (a) prepare and, not later than 350 105 days (or if the 350th day is not a business day, the first business day thereafter) after following the date of delivery original issuance of the Offered Additional Securities (the “Delivery Issue Date”), file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Exchange Offer Registration Statement”) on an appropriate form under the Securities Act of 1933, as amended (the “Securities Act”), ) with respect to a proposed offer to the Holders of the Additional Securities (the “Registered Exchange Offer”) to the Holders of Transfer Restricted Securities (as defined in Section 6(d) hereof), who are not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Offered Additional Securities, a like aggregate principal amount of debt securities of the Company issued under (the Indenture and “Exchange Securities”) that are identical in all material respects to the Offered Securities (Additional Securities, except for the removal of transfer restrictions relating to the Offered Securities and the provisions relating to the matters described in Section 6 hereofAdditional Securities, (b) (the “Exchange Securities”). The Company shall use its commercially their reasonable best efforts to cause such the Exchange Offer Registration Statement to become effective under the Securities Act within 410 no later than 165 days (or if the 410th day is not a business day, the first business day thereafter) after the Delivery Issue Date and the Registered Exchange Offer to be consummated no later than 195 days after the Issue Date and (an “effectiveness deadline”c) and shall use its commercially reasonable efforts to keep the Exchange Offer Registration Statement effective for not less than 20 business days (or longer, if required by applicable law) after the date on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “Exchange Offer Registration Period”). If The Exchange Securities will be issued under the Company commences Indenture or an indenture (the Registered “Exchange OfferSecurities Indenture”) among the Company, the Company Note Guarantors and the Trustee or such other bank or trust company that is reasonably satisfactory to the Company, as trustee (i) will be entitled to close the Registered Exchange Offer 20 business days after such commencement provided that the Company has accepted all the Offered Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer and (ii) shall use commercially reasonable efforts to consummate the Registered Exchange Offer no later than 40 days (or longer if required by applicable law) after the date on which the Exchange Offer Registration Statement is declared effective (or if the 40th day is not a business day, the first business day thereafter) (such 40th day (or first business day thereafter) being the “Consummation DeadlineExchange Securities Trustee”), such indenture to be identical in all material respects to the Indenture, except for the transfer restrictions relating to the Additional Securities (as described above). Following the declaration of Upon the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities electing to exchange the Offered Additional Securities for Exchange Securities (assuming that such Holder (a) is not an affiliate of the Company within the meaning of the Securities Act or an Exchanging Dealer (or if it is an affiliate, it will comply as defined herein) not complying with the registration and prospectus delivery requirements of the Securities Act to the extent applicable)next sentence, (b) acquires the Exchange Securities in the ordinary course of business of such Holder’s business, is not a broker-dealer tendering Offered Securities acquired directly from the Company for its own account Holder and is not engaged in, and does not intend to engage in, and (c) has no arrangement arrangements or understanding understandings with any person to participate in the distribution of the Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange OfferSecurities) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States. The Company acknowledges Company, the Note Guarantors and each Exchanging Dealer acknowledge that, pursuant to current interpretations by the Commission’s staff of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom, (i) each Holder which that is a broker-dealer electing to exchange Offered Securities, Additional Securities acquired for its own account as a result of market market-making activities or other trading activities, for Exchange Securities (an “Exchanging Dealer”), is required to deliver a prospectus containing substantially the information set forth in (a) Annex A hereto on the cover, (b) in Annex B hereto in the “Exchange Offer Procedures” section and the “Purpose of the Exchange Offer” section, section and (c) in Annex C hereto in the “Plan of Distribution” section of such prospectus in connection with a sale of any such Exchange Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) if a Purchaser elects to sell Exchange Securities acquired in exchange for Offered Securities constituting any portion of an unsold allotment, it is required to deliver a prospectus containing the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale. The Company shall use its commercially reasonable efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the prospectus contained therein, in order to permit such prospectus to be lawfully delivered by all persons subject to the prospectus delivery requirements of the Securities Act for such period of time as such persons must comply with such requirements in order to resell the Exchange Securities; provided, however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or a Purchaser, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers and the Purchasers have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Company shall make such prospectus and any amendment or supplement thereto, available to any broker-dealer for use in connection with any resale of any Exchange Securities for a period of not less than 90 days after the consummation of the Registered Exchange Offer. If, upon prior to the consummation of the Registered Exchange Offer, any Purchaser Holder holds Offered any Additional Securities acquired by it as part that have, or that are reasonably likely to be determined to have, the status of its an unsold allotment in an initial distribution, or any Holder is not entitled to participate in the CompanyRegistered Exchange Offer, the Company shall, upon the request of any such Holder, simultaneously with the delivery of the Exchange Securities pursuant to in the Registered Exchange Offer, shall issue and deliver to any such Purchaser upon the written request of such PurchaserHolder, in exchange for the Additional Securities held by such Holder (the “Private Exchange”) for the Offered Securities held by such Purchaser), a like aggregate principal amount of debt securities of the Company issued under the Indenture and identical in all material respects (including the existence of restrictions on transfer under the Securities Act and the securities laws of the several states of the United States, but excluding provisions relating to the matters described in Section 6 hereof) to the Offered Securities (the “Private Exchange Securities”)) that are identical in all material respects to the Exchange Securities, except for the transfer restrictions relating to such Private Exchange Securities. The Offered Private Exchange Securities will be issued under the same indenture as the Exchange Securities, and the Exchange Securities and Company shall use its reasonable best efforts to cause the Private Exchange Securities are herein collectively called to bear the “same CUSIP number as the Exchange Securities.” . In connection with the Registered Exchange Offer, the Company shall:

Registered Exchange Offer. Unless not permitted by applicable lawIf any Transfer Restricted Securities (as defined in Section 6(d) hereof) other than Exchange Securities (as defined below) remain outstanding on the date falling 400 days after the date of original issue of the Initial Securities (the “Issue Date”), the Company shallshall (a) within 400 days after the Issue Date, at its own cost, prepare and, not later than 350 days (or if the 350th day is not a business day, the first business day thereafter) after the date of delivery of the Offered Securities (the “Delivery Date”), and file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Exchange Offer Registration Statement”) on an appropriate form under the Securities Act of 1933, as amended (the “Securities Act”), with respect to a proposed offer (the “Registered Exchange Offer”) to the Holders of Transfer Restricted Initial Securities (as defined in Section 6(d) hereof), who are not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer, Offer to issue and deliver to such HoldersHolders as soon as practicable after the effectiveness of the Exchange Offer Registration Statement, in exchange for the Offered Initial Securities, a like aggregate principal amount of debt securities (the “Exchange Securities”) of the Company Issuer issued under the Indenture and identical in all material respects to the Offered Initial Securities (except for the removal of transfer restrictions relating to the Offered Initial Securities and the provisions relating to the matters described in Section 6 hereof) that would be registered under the Securities Act; (the “Exchange Securities”). The Company shall b) use its commercially reasonable best efforts to cause such the Exchange Offer Registration Statement to become be declared effective under the Securities Act within 410 490 days (or if the 410th day is not a business day, the first business day thereafter) after the Delivery Date Issue Date; and (an “effectiveness deadline”c) and shall use its commercially reasonable efforts to keep the Registered Exchange Offer Registration Statement effective open for not less than 20 business days (or longer, if required by applicable law) after the date notice of the Registered Exchange Offer is mailed to the Holders of the Initial Securities (such period being called the “Exchange Offer Registration Period”). If the Company commences effects the Registered Exchange Offer, the Company (i) will be entitled (subject to applicable law) to close the Registered Exchange Offer 20 business days after such the commencement thereof provided that the Company has accepted all the Offered Initial Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer and (ii) shall use commercially reasonable efforts to consummate the Registered Exchange Offer no later than 40 days (or longer if required by applicable law) after the date on which the Exchange Offer Registration Statement is declared effective (or if the 40th day is not a business day, the first business day thereafter) (such 40th day (or first business day thereafter) being the “Consummation Deadline”)Offer. Following the declaration of the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly as soon as practicable commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities electing to exchange the Offered Initial Securities for Exchange Securities (assuming that such Holder is not an affiliate of the Company within the meaning of the Securities Act (or if it is an affiliate, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable)Act, acquires the Exchange Securities in the ordinary course of such Holder’s business, is not a broker-dealer tendering Offered Securities acquired directly from the Company for its own account and is not engaged in, and does not intend to engage in, business and has no arrangement arrangements or understanding understandings with any person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States. The Company acknowledges that, pursuant to current interpretations by the Commission’s staff of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom, (i) each Holder which is a broker-dealer electing to exchange Offered Initial Securities, acquired for its own account as a result of market market-making activities or other trading activities, for Exchange Securities (an “Exchanging Dealer”), is required to deliver a prospectus containing the information set forth in (a) Annex A hereto on the cover, (b) Annex B hereto in the “Exchange Offer Procedures” (or other appropriate) section of such prospectus and the “Purpose of the Exchange Offer” section, (or other appropriate) section of such prospectus and (c) Annex C hereto in the “Plan of Distribution” section of such prospectus in connection with a sale of any such Exchange Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) if a an Initial Purchaser that elects to sell Exchange Securities acquired in exchange for Offered Initial Securities constituting any portion of an unsold allotment, it allotment is required to deliver a prospectus containing the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale. The Company shall use its commercially reasonable best efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the prospectus contained therein, therein in order to permit such prospectus to be lawfully delivered by all persons subject to the prospectus delivery requirements of the Securities Act for 180 days following the effective date of the Exchange Offer Registration Statement or such shorter period of time as such persons must comply with such requirements in order to resell the Exchange Securities; provided, however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or a an Initial Purchaser, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers and the Initial Purchasers have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Company shall make such prospectus and any amendment or supplement thereto, thereto available to any requesting broker-dealer for use in connection with any resale of any Exchange Securities for a period of not less than 90 days after the consummation of the Registered Exchange Offer. If, upon consummation of the Registered Exchange Offer, any Initial Purchaser holds Offered Initial Securities acquired by it as part of its initial distribution, the Company, simultaneously with the delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and deliver to such Initial Purchaser upon the written request of such Initial Purchaser, in exchange (the “Private Exchange”) for the Offered Initial Securities held by such Initial Purchaser, a like principal amount of debt securities of the Company Issuer issued under the Indenture and identical in all material respects (including the existence of restrictions on transfer under the Securities Act and the securities laws of the several states of the United States, but excluding provisions relating to the matters described in Section 6 hereof) to the Offered Initial Securities (the “Private Exchange Securities”). The Offered Initial Securities, the Exchange Securities and the Private Exchange Securities are herein collectively called the “Securities.” ”. In connection with the Registered Exchange Offer, the Company shall:

Registered Exchange Offer. Unless not permitted by applicable law, the Company shall, at its own cost, shall prepare and, not later than 350 90 days (or if the 350th such 90th day is not being a business day, the first business day thereafter“Filing Deadline”) after the date of delivery of on which the Offered Initial Purchasers purchase the Initial Securities pursuant to the Purchase Agreement (the “Delivery Closing Date”), file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Exchange Offer Registration Statement”) on an appropriate form under the Securities Act of 1933, as amended (the “Securities Act”), with respect to a proposed offer (the “Registered Exchange Offer”) to the Holders of Transfer Restricted Securities (as defined in Section 6(d) 6 hereof), who are not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Offered Initial Securities, a like aggregate principal amount of debt securities of the Company issued under the Indenture and Indenture, identical in all material respects to the Offered Securities (except for the removal of transfer restrictions relating to the Offered Initial Securities and registered under the provisions relating to the matters described in Section 6 hereof) Securities Act (the “Exchange Securities”). The Company shall use its commercially reasonable best efforts to (i) cause such Exchange Offer Registration Statement to become effective under the Securities Act as soon as practicable and in any event within 410 180 days (or if the 410th day is not a business day, the first business day thereafter) after the Delivery Closing Date (such 180th day being an “effectiveness deadlineEffectiveness Deadline”) and shall use its commercially reasonable efforts to (ii) keep the Exchange Offer Registration Statement effective for not less than 20 business days (or longer, if required by applicable law) after the date notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “Exchange Offer Registration Period”). If the Company commences the Registered Exchange Offer, the Company (i) will be entitled to close consummate the Registered Exchange Offer 20 business days after such commencement (provided that the Company has accepted all the Offered Initial Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer Offer) and (ii) shall use commercially reasonable efforts will be required to consummate the Registered Exchange Offer no later than 40 30 business days (or longer if required by applicable law) after the date on which the Exchange Offer Registration Statement is declared effective (or if the 40th day is not a business day, the first such 30th business day thereafter) (such 40th day (or first business day thereafter) being the “Consummation Deadline”). Following the declaration of the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities electing to exchange the Offered Initial Securities for Exchange Securities (assuming that such Holder is not an affiliate of the Company within the meaning of the Securities Act (or if it is an affiliate, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable)Act, acquires the Exchange Securities in the ordinary course of such Holder’s business, is not a broker-dealer tendering Offered Securities acquired directly from the Company for its own account and is not engaged in, and does not intend to engage in, business and has no arrangement or understanding arrangements with any person to participate in the distribution of the Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States. The Company acknowledges Company, the Initial Purchasers and each Exchanging Dealer (as defined herein) acknowledge that, pursuant to current interpretations by the Commission’s staff of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom, (i) each Holder which that is a broker-dealer electing to exchange Offered Initial Securities, acquired for its own account as a result of market making activities or other trading activities, for Exchange Securities (an “Exchanging Dealer”), is required to deliver a prospectus containing the information set forth in (a) Annex A hereto on the cover, (b) Annex B hereto in the “Exchange Offer Procedures” section and the “Purpose of the Exchange Offer” section, and (c) Annex C hereto in the “Plan of Distribution” section of such prospectus in connection with a sale of any such Exchange Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) if a the Initial Purchaser elects to sell Exchange Securities (as defined below) acquired in exchange for Offered Initial Securities constituting any portion of an unsold allotment, it is required to deliver a prospectus containing the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale. The Company shall use its commercially reasonable best efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the prospectus contained therein, in order to permit such prospectus to be lawfully delivered by all persons subject to the prospectus delivery requirements of the Securities Act for such period of time as such persons must comply with such requirements in order to resell the Exchange Securities; provided, however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or a the Initial Purchaser, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers and the Purchasers Initial Purchaser have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Company shall make such prospectus and any amendment or supplement thereto, thereto available to any broker-dealer for use in connection with any resale of any Exchange Securities for a period of not less than 90 180 days after the consummation of the Registered Exchange Offer. If, upon consummation of the Registered Exchange Offer, any Purchaser holds Offered the Initial Purchasers hold Initial Securities acquired by it them as part of its their initial distribution, the Company, simultaneously with the delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and deliver to such Purchaser the Initial Purchasers upon the written request of such Purchaserthe Initial Purchasers, in exchange (the “Private Exchange”) for the Offered Initial Securities held by such Purchaserthe Initial Purchasers, a like principal amount of debt securities of the Company issued under the Indenture and identical in all material respects (including the existence of restrictions on transfer under the Securities Act and the securities laws of the several states of the United States, but excluding provisions relating to the matters described in Section 6 hereof) to the Offered Initial Securities (the “Private Exchange Securities”). The Offered Initial Securities, the Exchange Securities and the Private Exchange Securities are herein collectively called the “Securities.” ”. In connection with the Registered Exchange Offer, the Company shall:

Registered Exchange Offer. Unless To the extent not permitted prohibited by any applicable law, the Company shall, at its own cost, prepare and, not later than 350 days (law or if the 350th day is not a business day, the first business day thereafter) after the date of delivery interpretation of the Offered Securities (the “Delivery Date”), file with staff of the Securities and Exchange Commission (the “Commission”) ), the Company shall prepare, and use its commercially reasonable efforts to file with the Commission, a registration statement (the “Exchange Offer Registration Statement”) on an appropriate form under the Securities Act of 1933, as amended (the “Securities Act”), with respect to a proposed offer (the “Registered Exchange Offer”) to the Holders of Transfer Restricted Securities (as defined in Section 6(d) 6 hereof), who are not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Offered Initial Securities, a like aggregate principal amount of debt securities (the “Exchange Securities”) of the Company issued under the Indenture and identical in all material respects to the Offered Initial Securities (except for the removal of transfer restrictions relating to the Offered Initial Securities and the provisions relating to the matters described in Section 6 hereof) (that would be registered under the “Exchange Securities”)Securities Act. The Company shall (i) use its commercially reasonable efforts to cause such Exchange Offer Registration Statement to become be declared effective under the Securities Act within 410 on or prior to 365 days (or if the 410th 365th day is not a business day, the first business day thereafter) after the Delivery Date date of original issue of the Initial Securities (an the “Issue Date”), (ii) as soon as practicable after the effectiveness deadline”) and shall use its commercially reasonable efforts to keep of the Exchange Offer Registration Statement effective Statement, offer the Exchange Securities of each series in exchange for the Initial Securities of the relevant series and (iii) keep the Registered Exchange Offer open for not less than 20 business days (or longer, if required by applicable law) after the date notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “Exchange Offer Registration Period”). If the Company commences effects the Registered Exchange Offer, the Company (i) will be entitled to close the Registered Exchange Offer 20 business days after such the commencement thereof provided that the Company has accepted all the Offered Initial Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer and (ii) shall use commercially reasonable efforts to consummate the Registered Exchange Offer no later than 40 days (or longer if required by applicable law) after the date on which the Exchange Offer Registration Statement is declared effective (or if the 40th day is not a business day, the first business day thereafter) (such 40th day (or first business day thereafter) being the “Consummation Deadline”)Offer. Following the declaration of the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly as soon as practicable commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities (as defined in Section 6 hereof) electing to exchange the Offered Initial Securities for Exchange Securities (assuming that at the time of the commencement of the Registered Exchange Offer such Holder is not an affiliate of the Company within the meaning of the Securities Act (or if it is an affiliate, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable)Act, acquires the Exchange Securities in the ordinary course of such Holder’s business, is not a broker-dealer tendering Offered Securities acquired directly from the Company for its own account and is not engaged in, and does not intend to engage in, business and has no arrangement or understanding arrangements with any person to participate in the distribution of the Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States. The Company acknowledges that, pursuant to current interpretations by the Commission’s staff of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom, (i) each Holder which is a broker-dealer electing to exchange Offered Securities, acquired for its own account as a result of market making activities or other trading activities, for Exchange Securities (an “Exchanging Dealer”), is required to deliver a prospectus containing the information set forth in (a) Annex A B hereto on the cover, (b) Annex B C hereto in the “Exchange Offer Procedures” section and the “Purpose of the Exchange Offer” section, section and (c) Annex C D hereto in the “Plan of Distribution” section of such prospectus in connection with a sale of any such Exchange Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer 2 and (ii) if a an Initial Purchaser is permitted and elects to sell Exchange Securities acquired in exchange for Offered Securities constituting any portion of an unsold allotment, it is required to deliver a prospectus containing the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale. The Company shall use its commercially reasonable efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the prospectus contained therein, in order to permit such prospectus to be lawfully delivered by all persons subject to the prospectus delivery requirements of the Securities Act for such period of time as such persons must comply with such requirements in order to resell the Exchange Securities; provided, however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or a an Initial Purchaser, such period shall be the lesser of 180 days and the date on (or such shorter period during which all Exchanging Participating Broker Dealers and the Purchasers have sold all Exchange Securities held are required by them law to deliver such prospectus) (unless such period is extended pursuant to Section 3(j) below) and (ii) the Company shall make such prospectus and any amendment or supplement thereto, available to any broker-dealer for use in connection with any resale of any Exchange Securities for a period of not less than 90 days after the consummation of the Registered Exchange Offer. If, upon consummation of the Registered Exchange Offer, any Initial Purchaser holds Offered Initial Securities acquired by it as part of its initial distribution, the Company, simultaneously with the delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and deliver to such Initial Purchaser upon the written request of such Initial Purchaser, in exchange (the “Private Exchange”) for the Offered Initial Securities held by such Initial Purchaser, a like principal amount of debt securities of the Company issued under the Indenture and identical in all material respects (including the existence of restrictions on transfer under the Securities Act and the securities laws of the several states of the United States, but excluding provisions relating to the matters described in Section 6 hereof) to the Offered Initial Securities (the “Private Exchange Securities”). The Offered Initial Securities, the Exchange Securities and the Private Exchange Securities are herein collectively called the “Securities.” ”. In connection with the Registered Exchange Offer, the Company shall:

Registered Exchange Offer. Unless not permitted by applicable lawlaw (after the Company has complied with the ultimate paragraph of this Section 1), the Company shall, at its own cost, shall prepare and, not later than 350 90 days (or if the 350th such 90th day is not being a business day, the first business day thereafter"FILING DEADLINE") after the date of delivery of on which the Offered Initial Purchasers purchase the Initial Securities pursuant to the Purchase Agreement (the “Delivery Date”"CLOSING DATE"), file with the Securities and Exchange Commission (the “Commission”"COMMISSION") a registration statement (the “Exchange Offer Registration Statement”"EXCHANGE OFFER REGISTRATION STATEMENT") on an appropriate form under the Securities Act of 1933, as amended (the “Securities Act”"SECURITIES ACT"), with respect to a proposed offer (the “Registered Exchange Offer”"REGISTERED EXCHANGE OFFER") to the Holders of Transfer Restricted Securities (as defined in Section 6(d) 6 hereof), who are not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Offered Initial Securities, a like aggregate principal amount of debt securities of the Company issued under the Indenture and Indenture, identical in all material respects to the Offered Securities (except for the removal of transfer restrictions relating to the Offered Initial Securities and registered under the provisions relating to the matters described in Section 6 hereof) Securities Act (the “Exchange Securities”"EXCHANGE SECURITIES"). The Company shall use its commercially reasonable best efforts to (i) cause such Exchange Offer Registration Statement to become effective under the Securities Act within 410 150 days (or if the 410th day is not a business day, the first business day thereafter) after the Delivery Closing Date (such 150th day being an “effectiveness deadline”"EFFECTIVENESS DEADLINE") and shall use its commercially reasonable efforts to (ii) keep the Exchange Offer Registration Statement effective for not less than 20 business 30 days (or longer, if required by applicable law) after the date notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “Exchange Offer Registration Period”"EXCHANGE OFFER REGISTRATION PERIOD"). If the Company commences the Registered Exchange Offer, the Company (i) will be entitled to close consummate the Registered Exchange Offer 20 business 30 days after such commencement (provided that the Company has accepted all the Offered Initial Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer Offer) and (ii) shall use commercially reasonable efforts will be required to consummate the Registered Exchange Offer no later than 40 days (or longer if required by applicable law) after the date on which the Exchange Offer Registration Statement is declared effective (or if the 40th day is not a business day, the first business day thereafter) (such 40th day (or first business day thereafter) being the “Consummation Deadline”"CONSUMMATION DEADLINE"). Following the declaration of the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities electing to exchange the Offered Initial Securities for Exchange Securities (assuming that such Holder is not an affiliate of the Company within the meaning of the Securities Act (or if it is an affiliate, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable)Act, acquires the Exchange Securities in the ordinary course of such Holder’s business, is not a broker-dealer tendering Offered Securities acquired directly from the Company for its own account and is not engaged in, and does not intend to engage in, 's business and has no arrangement or understanding arrangements with any person to participate in the distribution of the Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States. The Company acknowledges that, pursuant to current interpretations by the Commission’s 's staff of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom, (i) each Holder which is a broker-dealer electing to exchange Offered Initial Securities, acquired for its own account as a result of market making activities or other trading activities, for Exchange Securities (an “Exchanging Dealer”"EXCHANGING DEALER"), is required to deliver a prospectus containing the information set forth in (a) Annex A hereto on the cover, (b) Annex B hereto in the “"Exchange Offer Procedures” " section and the “"Purpose of the Exchange Offer” " section, and (c) Annex C hereto in the “"Plan of Distribution” " section of such prospectus in connection with a sale of any such Exchange Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) if a an Initial Purchaser that elects to sell Exchange Securities (as defined below) acquired in exchange for Offered Initial Securities constituting any portion of an unsold allotment, it is required to deliver a prospectus containing the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale. The Company shall use its commercially reasonable best efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the prospectus contained therein, in order to permit such prospectus to be lawfully delivered by all persons subject to the prospectus delivery requirements of the Securities Act for such period of time as such persons must comply with such requirements in order to resell the Exchange Securities; provided, however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or a an Initial Purchaser, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers and the Initial Purchasers have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Company shall make such prospectus and any amendment or supplement thereto, thereto available to any broker-dealer for use in connection with any resale of any Exchange Securities for a period of not less than 90 180 days after the consummation of the Registered Exchange Offer. If, upon consummation of the Registered Exchange Offer, any Initial Purchaser holds Offered Initial Securities acquired by it as part of its initial distribution, the Company, simultaneously with the delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and deliver to such Initial Purchaser upon the written request of such Initial Purchaser, in exchange (the “Private Exchange”"PRIVATE EXCHANGE") for the Offered Initial Securities held by such Initial Purchaser, a like principal amount of debt securities of the Company issued under the Indenture and identical in all material respects (including the existence of restrictions on transfer under the Securities Act and the securities laws of the several states of the United States, but excluding provisions relating to the matters described in Section 6 hereof) to the Offered Initial Securities (the “Private Exchange Securities”"PRIVATE EXCHANGE SECURITIES"). The Offered Initial Securities, the Exchange Securities and the Private Exchange Securities are herein collectively called the “Securities.” "SECURITIES". In connection with the Registered Exchange Offer, the Company shall:

Registered Exchange Offer. Unless the Registered Exchange Offer (as defined herein) shall not be permitted by applicable federal law, the Company shall, at its own cost, shall (i) use reasonable best efforts to prepare and, not later than 350 90 days (or if the 350th day is not a business day, the first business day thereafter) after following the date of delivery original issuance of the Offered Securities (the “Delivery "Issue Date”"), file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “"Exchange Offer Registration Statement”") on an appropriate form under the Securities Act of 1933, as amended (the “Securities Act”), with respect to a proposed offer (the “Registered Exchange Offer”) to the Holders of Transfer Restricted the Securities and the Guarantees (as defined in Section 6(d) hereof), who are not prohibited by any law or policy of the Commission from participating in the "Registered Exchange Offer, ") to issue and deliver to such Holders, in exchange for the Offered SecuritiesSecurities and the Guarantees, a like aggregate principal amount of debt securities of the Company issued under and guarantees thereof by the Indenture and Guarantors (the "Exchange Securities") that are identical in all material respects to the Offered Securities (Securities, except for the removal of transfer restrictions relating to the Offered Securities and the provisions relating to the matters described in Section 6 hereofSecurities, (ii) (the “Exchange Securities”). The Company shall use its commercially reasonable efforts to cause such the Exchange Offer Registration Statement to become effective under the Securities Act within 410 no later than 150 days (or if the 410th day is not a business day, the first business day thereafter) after the Delivery Issue Date and the Registered Exchange Offer to be consummated no later than 180 days after the Issue Date and (an “effectiveness deadline”iii) and shall use its commercially reasonable efforts to keep the Exchange Offer Registration Statement effective for not less than 20 business days (or longer, if required by applicable law) after the date on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “"Exchange Offer Registration Period”"). If The Exchange Securities will be issued under the Company commences Indenture or an indenture (the Registered "Exchange OfferSecurities Indenture") between the Company, the Company Guarantors and the Trustee or such other bank or trust company that is reasonably satisfactory to the Initial Purchasers, as trustee (i) will the "Exchange Securities Trustee"), such indenture to be entitled identical in all material respects to close the Registered Exchange Offer 20 business days after such commencement provided that Indenture, except for the Company has accepted all transfer restrictions relating to the Offered Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer and (ii) shall use commercially reasonable efforts to consummate the Registered Exchange Offer no later than 40 days (or longer if required by applicable law) after the date on which the Exchange Offer Registration Statement is declared effective (or if the 40th day is not a business day, the first business day thereafter) (such 40th day (or first business day thereafter) being the “Consummation Deadline”as described above). Following the declaration of As soon as practicable after the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities electing to exchange the Offered Securities for Exchange Securities (assuming that such Holder (a) is not an affiliate of the Company within the meaning of the Securities Act or an Exchanging Dealer (or if it is an affiliate, it will comply as defined herein) not complying with the registration and prospectus delivery requirements of the next sentence, (b) is not an Initial Purchaser holding Securities Act that have, or that are reasonably likely to have, the extent applicable)status of an unsold allotment in an initial distribution, (c) acquires the Exchange Securities in the ordinary course of such Holder’s business, is not a broker-dealer tendering Offered Securities acquired directly from the Company for its own account 's business and is not engaged in, and does not intend to engage in, and (d) has no arrangement arrangements or understanding understandings with any person to participate in the distribution of the Exchange Securities Securities) and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States. The Company acknowledges Company, the Guarantors, the Initial Purchasers and each Exchanging Dealer acknowledge that, pursuant to current interpretations by the Commission’s 's staff of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom, (i) each Holder which that is a broker-dealer electing to exchange Offered Securities, acquired for its own account as a result of market market-making activities or other trading activities, for Exchange Securities (an “"Exchanging Dealer”"), is required to deliver a prospectus containing substantially the information set forth in (a) Annex A hereto on the cover, (b) in Annex B hereto in the “"Exchange Offer Procedures” " section and the “"Purpose of the Exchange Offer” section, " section and (c) in Annex C hereto in the “"Plan of Distribution” " section of such prospectus in connection with a sale of any such Exchange Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) if a Purchaser elects to sell Exchange Securities acquired in exchange for Offered Securities constituting any portion of an unsold allotment, it is required to deliver a prospectus containing the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale. The Company shall use its commercially reasonable efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the prospectus contained therein, in order to permit such prospectus to be lawfully delivered by all persons subject to the prospectus delivery requirements of the Securities Act for such period of time as such persons must comply with such requirements in order to resell the Exchange Securities; provided, however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or a Purchaser, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers and the Purchasers have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Company shall make such prospectus and any amendment or supplement thereto, available to any broker-dealer for use in connection with any resale of any Exchange Securities for a period of not less than 90 days after the consummation of the Registered Exchange Offer. If, upon consummation of the Registered Exchange Offer, any Purchaser holds Offered Securities acquired by it as part of its initial distribution, the Company, simultaneously with the delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and deliver to such Purchaser upon the written request of such Purchaser, in exchange (the “Private Exchange”) for the Offered Securities held by such Purchaser, a like principal amount of debt securities of the Company issued under the Indenture and identical in all material respects (including the existence of restrictions on transfer under the Securities Act and the securities laws of the several states of the United States, but excluding provisions relating to the matters described in Section 6 hereof) to the Offered Securities (the “Private Exchange Securities”). The Offered Securities, the Exchange Securities and the Private Exchange Securities are herein collectively called the “Securities.” In connection with the Registered Exchange Offer, the Company shall:

Registered Exchange Offer. Unless not permitted by applicable lawlaw (after the Company has complied with the final paragraph of this Section 1), the Company shall, at its own cost, shall prepare and, not later than 350 days on or before March 31, 2002, file (or if the 350th day is not a business day, the first business day thereafter) after the date of delivery of such filing being the Offered Securities (the “Delivery "Filing Date”), file ") with the Securities and Exchange Commission (the “"Commission”") a registration statement (the “"Exchange Offer Registration Statement”") on an appropriate form under the Securities Act of 1933, as amended (the “"Securities Act”"), with respect to a proposed offer (the “"Registered Exchange Offer”") to the Holders of Transfer Restricted Securities (as defined in Section 6(d) 6 hereof), who are not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Offered Initial Securities, a like aggregate principal amount of debt securities of the Company issued under the Indenture and Indenture, identical in all material respects to the Offered Initial Securities (except for excluding terms with respect to transfer restrictions, which shall be omitted) and registered under the removal of transfer restrictions relating to the Offered Securities and the provisions relating to the matters described in Section 6 hereof) Act (the “"Exchange Securities”"). The Company shall use its commercially reasonable efforts to (i) cause such Exchange Offer Registration Statement to become be declared effective under the Securities Act within 410 90 days (or if the 410th day is not a business day, the first business day thereafter) after the Delivery Filing Date and (an “effectiveness deadline”ii) and shall use its commercially reasonable efforts to keep the Exchange Offer Registration Statement effective for not less than 20 business 30 days (or longer, if required by applicable law) after the date notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “"Exchange Offer Registration Period”"). If the Company commences the Registered Exchange Offer, the Company (i) will be entitled to close consummate the Registered Exchange Offer 20 business 30 days after such commencement (provided that the Company has accepted all the Offered Initial Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer Offer) and (ii) shall use commercially reasonable efforts will be required to consummate the Registered Exchange Offer no later than 40 days (or longer if required by applicable law) after the date on which the Exchange Offer Registration Statement is declared effective (or if the 40th day is not a business day, the first business day thereafter) (such 40th day (or first business day thereafter) being the “Consummation Deadline”)effective. Following the declaration of the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly as soon as practicable commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities electing to exchange the Offered Initial Securities for Exchange Securities (assuming that such Holder is not an affiliate of the Company within the meaning of the Securities Act (or if it is an affiliate, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable)Act, acquires the Exchange Securities in the ordinary course of such Holder’s business, is not a broker-dealer tendering Offered Securities acquired directly from the Company for its own account and is not engaged in, and does not intend to engage in, 's business and has no arrangement or understanding arrangements with any person to participate in the distribution of the Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States. The Company acknowledges that, pursuant to current interpretations by the Commission’s 's staff of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom, (i) each Holder which that is a broker-dealer electing to exchange Offered Securities, Initial Securities acquired for its own account as a result of market making activities or other trading activities, activities for Exchange Securities (an “"Exchanging Dealer”"), is required to deliver a prospectus containing the information set forth in (a) Annex A hereto on the cover, (b) Annex B hereto in the “"Exchange Offer Procedures” " section and the “"Purpose of the Exchange Offer” " section, and (c) Annex C hereto in the “"Plan of Distribution” " section of such prospectus in connection with a sale of any such Exchange Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) if a an Initial Purchaser that elects to sell Exchange Securities (as defined below) acquired in exchange for Offered Initial Securities constituting any portion of an unsold allotment, it allotment is required to deliver a prospectus containing the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale. The Company shall use its commercially reasonable efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the prospectus contained therein, in order to permit such prospectus to be lawfully delivered by all persons subject to the prospectus delivery requirements of the Securities Act for such period of time as such persons must comply with such requirements in order to resell the Exchange Securities; provided, however, that -------- ------- (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or a an Initial Purchaser, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers and the Initial Purchasers have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Company shall make such prospectus and any amendment or supplement thereto, thereto available to any broker-dealer for use in connection with any resale of any Exchange Securities for a period of not less than 90 180 days after the consummation of the Registered Exchange Offer. If, upon consummation of the Registered Exchange Offer, any Initial Purchaser holds Offered Initial Securities acquired by it as part of its initial distribution, the Company, simultaneously with the delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and deliver to such Initial Purchaser upon the written request of such Initial Purchaser, in exchange (the “"Private Exchange”") for the Offered Initial Securities held by such Initial Purchaser, a like principal amount of debt securities of the Company issued under the Indenture and identical in all material respects (including the existence of restrictions on transfer under the Securities Act and the securities laws of the several states of the United States, but excluding provisions relating to the matters described in Section 6 hereof) to the Offered Initial Securities (the “"Private Exchange Securities”"). The Offered Initial Securities, the Exchange Securities and the Private Exchange Securities are herein collectively called the “"Securities.” ". In connection with the Registered Exchange Offer, the Company shall:

Registered Exchange Offer. Unless not permitted by the Registered Exchange Offer (as defined below) would violate applicable lawlaw or an interpretation of the staff of the Securities and Exchange Commission (the “Commission”), the Company shall, at its own cost, prepare and, not later than 350 days (or if the 350th day is not a business day, the first business day thereafter) after the date of delivery of the Offered Securities (the “Delivery Date”), and file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Exchange Offer Registration Statement”) on an appropriate form under the Securities Act of 1933, as amended (the “Securities Act”), with respect to a proposed offer (the “Registered Exchange Offer”) to the Holders of Transfer Restricted Securities (as defined in Section 6(d) 6 hereof), who are not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Offered Initial Securities, a like aggregate principal amount of debt securities (the “Exchange Securities”) of the Company issued under the Indenture and identical in all material respects to the Offered Initial Securities (except for the removal of transfer restrictions relating to the Offered Initial Securities and the provisions relating to the matters described in Section 6 hereof) (that would be registered under the “Exchange Securities”)Securities Act. The Company shall use its commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective under the Securities Act within 410 days (or if the 410th day is not a business day, the first business day thereafter) after the Delivery Date (an “effectiveness deadline”) and shall use its commercially reasonable efforts to keep the Exchange Offer Registration Statement effective for not less than 20 business days (or longer, if required by applicable law) after the date notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “Exchange Offer Registration Period”)Holders. If the Company commences effects the Registered Exchange Offer, the Company (i) will be entitled to close the Registered Exchange Offer 20 business days after such the commencement thereof provided that the Company has accepted all the Offered Initial Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer and (ii) shall use commercially reasonable efforts to consummate the Registered Exchange Offer no later than 40 days (or longer if required by applicable law) after the date on which the Exchange Offer Registration Statement is declared effective (or if the 40th day is not a business day, the first business day thereafter) (such 40th day (or first business day thereafter) being the “Consummation Deadline”)Offer. Following the declaration of the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities (as defined in Section 6 hereof) electing to exchange the Offered Initial Securities for Exchange Securities (assuming that such Holder is not an affiliate of the Company within the meaning of the Securities Act (or if it is an affiliate, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable)Act, acquires the Exchange Securities in the ordinary course of such HolderXxxxxx’s business, is not a broker-dealer tendering Offered Securities acquired directly from the Company for its own account and is not engaged in, and does not intend to engage in, business and has no arrangement or understanding arrangements with any person to participate in the distribution of the Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States; provided, however, that Participating Broker-Dealers (as defined below) receiving Exchange Notes in the Registered Exchange Offer will have a prospectus delivery requirement with respect to the resale of such Exchange Notes. The Company acknowledges that, pursuant to current interpretations by the Commission’s staff of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom, (i) each Holder which is a broker-dealer electing to exchange Offered Securities, acquired for its own account as a result of market making activities or other trading activities, for Exchange Securities (an “Exchanging Dealer”), is required to deliver a prospectus containing the information set forth in (a) Annex A hereto on the cover, (b) Annex B hereto in the “Exchange Offer Procedures” section and the “Purpose of the Exchange Offer” section, and (c) Annex C hereto in the “Plan of Distribution” section of such prospectus in connection with a sale of any such Exchange Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) if a an Initial Purchaser that elects to sell Exchange Securities acquired in exchange for Offered Securities constituting any portion of an unsold allotment, it allotment is required to deliver a prospectus containing the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale. The Company shall use its commercially reasonable efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the prospectus contained therein, in order to permit such prospectus to be lawfully delivered by all persons subject to the prospectus delivery requirements of the Securities Act for such period of time as such persons must comply with such requirements in order to resell the Exchange Securities; provided, however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or a an Initial Purchaser, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers and the Initial Purchasers have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Company shall shall, upon request, make such prospectus and any amendment or supplement thereto, available to any broker-dealer for use in connection with any resale of any Exchange Securities for a period of not less than 90 days after the consummation of the Registered Exchange Offer. If, upon consummation of the Registered Exchange Offer, any Initial Purchaser holds Offered Initial Securities acquired by it as part of its initial distribution, the Company, simultaneously with the delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and deliver to such Initial Purchaser upon the written request of such Initial Purchaser, in exchange (the “Private Exchange”) for the Offered Initial Securities held by such Initial Purchaser, a like principal amount of debt securities of the Company issued under the Indenture and identical in all material respects (including the existence of restrictions on transfer under the Securities Act and the securities laws of the several states of the United States, but excluding provisions relating to the matters described in Section 6 hereof) to the Offered Initial Securities (the “Private Exchange Securities”). The Offered Initial Securities, the Exchange Securities and the Private Exchange Securities are herein collectively called the “Securities.” ”. In connection with the Registered Exchange Offer, the Company shall:

Registered Exchange Offer. Unless not permitted by applicable law, the The Company shall, at its own cost, prepare and, not later than 350 365 days (or if the 350th day is not a business day, the first business day thereafter) after the date of delivery the original issue of the Offered Initial Securities (the “Delivery Issue Date” and such date 365 days thereafter, the “Target Date”), file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Exchange Offer Registration Statement”) on an appropriate form under the Securities Act of 1933, as amended (the “Securities Act”), with respect to a proposed offer (the “Registered Exchange Offer”) to the Holders of Transfer Restricted Securities (as defined in Section 6(d) 6 hereof), who are not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Offered Initial Securities, a like aggregate principal amount of debt securities (the “Exchange Securities”) of the Company issued under the Indenture and substantially identical in all material respects to the Offered Initial Securities (except for the removal of transfer restrictions relating to the Offered Initial Securities) and registered under the Securities and Act. Unless not permitted by applicable law or Commission policy, the provisions relating to the matters described in Section 6 hereof) (the “Exchange Securities”). The Company shall use its commercially reasonable efforts to (i) cause such Exchange Offer Registration Statement to become effective under the Securities Act within 410 days Act, (or if the 410th day is not a business day, the first business day thereafterii) after the Delivery Date (an “effectiveness deadline”) and shall use its commercially reasonable efforts to keep the Exchange Offer Registration Statement effective for not less than 20 business 30 days (or longer, if required by applicable law) after the date notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “Exchange Offer Registration Period”)) and (iii) cause the Registered Exchange Offer to be completed, in each case, not later than the Target Date. For purposes of this Agreement, “business day” shall mean a day other than a Saturday, Sunday or other day on which banking institutions are authorized or required by law to close in New York City. If the Company commences effects the Registered Exchange Offer, the Company (i) will be entitled to close consummate the Registered Exchange Offer 20 business 30 days after such the commencement thereof; provided that the Company has accepted all the Offered Initial Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer and (ii) shall use commercially reasonable efforts to consummate the Registered Exchange Offer no later than 40 days (or longer if required by applicable law) after the date on which the Exchange Offer Registration Statement is declared effective (or if the 40th day is not a business day, the first business day thereafter) (such 40th day (or first business day thereafter) being the “Consummation Deadline”)Offer. Following the declaration of the effectiveness of the Exchange Offer Registration Statement, unless not permitted by applicable law or Commission policy, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities (as defined in Section 6 hereof) electing to exchange the Offered Initial Securities for Exchange Securities (assuming that such Holder is not an affiliate of the Company within the meaning of the Securities Act (or if it is an affiliate, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable)Act, acquires the Exchange Securities in the ordinary course of such Holder’s business, is not a broker-dealer tendering Offered Securities acquired directly from the Company for its own account and is not engaged in, and does not intend to engage in, business and has no arrangement or understanding arrangements with any person to participate in the distribution of the Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States. The Company acknowledges that, pursuant to current interpretations by the Commission’s staff of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom, (i) each Holder which is a broker-dealer electing to exchange Offered Initial Securities, acquired for its own account as a result of market making activities or other trading activities, for Exchange Securities (an “Exchanging Dealer”), is required to deliver a prospectus containing the information set forth in (a) Annex A B hereto on the cover, (b) Annex B C hereto in the “Exchange Offer Procedures” section and the “Purpose of the Exchange Offer” section, and (c) Annex C D hereto in the “Plan of Distribution” section of such prospectus in connection with a sale of any such Exchange Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) if a an Initial Purchaser that elects to sell Exchange Securities acquired in exchange for Offered Initial Securities constituting any portion of an unsold allotment, it allotment is required to deliver a prospectus containing the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale. The Company shall use its commercially reasonable efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the prospectus contained therein, in order to permit such prospectus to be lawfully delivered by all persons subject to the prospectus delivery requirements of the Securities Act for such period of time as such persons must comply with such requirements in order to resell the Exchange Securities; provided, however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or a an Initial Purchaser, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers and the Initial Purchasers have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Company shall make such prospectus and any amendment or supplement thereto, available to any broker-dealer for use in connection with any resale of any Exchange Securities for a period of not less than 90 days after the consummation of the Registered Exchange Offer. If, upon consummation of the Registered Exchange Offer, any Initial Purchaser holds Offered Initial Securities acquired by it as part of its initial distribution, the Company, simultaneously with the delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and deliver to such Initial Purchaser upon the written request of such Initial Purchaser, in exchange (the “Private Exchange”) for the Offered Initial Securities held by such Initial Purchaser, a like principal amount of debt securities of the Company issued under the Indenture and identical in all material respects (including the existence of restrictions on transfer under the Securities Act and the securities laws of the several states of the United States, but excluding provisions relating to the matters described in Section 6 hereof) to the Offered Initial Securities (the “Private Exchange Securities”). The Offered Initial Securities, the Exchange Securities and the Private Exchange Securities are herein collectively called the “Securities.” ”. In connection with the Registered Exchange Offer, the Company shall:

Registered Exchange Offer. Unless not permitted by applicable law, law (after the Company shall, at its own cost, prepare and, not later than 350 days (has complied with the ultimate paragraph of this Section 1) or if the 350th day is not a business day, the first business day thereafter) after the date policy of delivery of the Offered Securities (the “Delivery Date”), file with the Securities and Exchange Commission (the “"Commission”"), the Company shall prepare and, not later than 60 days (such 60th day being a "Filing Deadline") after the date on which the Initial Purchasers purchase the Initial Securities pursuant to the Purchase Agreement (the "Closing Date"), file with the Commission a registration statement (the “"Exchange Offer Registration Statement”") on an appropriate form under the Securities Act of 1933, as amended (the “"Securities Act”"), with respect to a proposed offer (the “"Registered Exchange Offer”") to the Holders of Transfer Restricted Securities (as defined in Section 6(d) 6 hereof), who are not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Offered Initial Securities, a like aggregate principal amount of debt securities of the Company issued under the Indenture and Mortgage, identical in all material respects to the Offered Securities (except for the removal of transfer restrictions relating to the Offered Initial Securities and registered under the provisions relating to the matters described in Section 6 hereof) Securities Act (the “"Exchange Securities”"). The Company shall use its commercially reasonable best efforts to (i) cause such Exchange Offer Registration Statement to become effective under the Securities Act within 410 200 days (or if the 410th day is not a business day, the first business day thereafter) after the Delivery Closing Date (such 200th day being an “effectiveness deadline”"Effectiveness Deadline") and shall use its commercially reasonable efforts to (ii) keep the Exchange Offer Registration Statement effective for not less than 20 business 30 days (or longer, if required by applicable law) after the date notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “"Exchange Offer Registration Period”"). If the Company commences the Registered Exchange Offer, the Company (i) will be entitled to close consummate the Registered Exchange Offer 20 business 30 days after such commencement (provided that the Company has accepted all the Offered Initial Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer Offer) and (ii) shall use commercially reasonable efforts will be required to consummate the Registered Exchange Offer no later than 40 days (or longer if required by applicable law) after the date on which the Exchange Offer Registration Statement is declared effective (or if the 40th day is not a business day, the first business day thereafter) (such 40th day (or first business day thereafter) being the “"Consummation Deadline”"). Following the declaration of the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities electing to exchange the Offered Initial Securities for Exchange Securities (assuming that such Holder is not an affiliate of the Company within the meaning of the Securities Act (or if it is an affiliate, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable)Act, acquires the Exchange Securities in the ordinary course of such Holder’s business, is not a broker-dealer tendering Offered Securities acquired directly from the Company for its own account and is not engaged in, and does not intend to engage in, 's business and has no arrangement or understanding arrangements with any person to participate in the distribution of the Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States. The Company acknowledges that, pursuant to current interpretations by the Commission’s 's staff of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom, (i) each Holder which is a broker-dealer electing to exchange Offered Initial Securities, acquired for its own account as a result of market making activities or other trading activities, for Exchange Securities (an “"Exchanging Dealer”"), is required to deliver a prospectus containing the information set forth in (a) Annex A hereto on the cover, (b) Annex B hereto in the “"Exchange Offer Procedures” " section and the “"Purpose of the Exchange Offer” " section, and (c) Annex C hereto in the “"Plan of Distribution” " section of such prospectus in connection with a sale of any such Exchange Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) if a Purchaser elects the Initial Purchasers that elect to sell Exchange Securities (as defined below) acquired in exchange for Offered Initial Securities constituting any portion of an unsold allotment, it is are required to deliver a prospectus containing the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale. The Company shall use its commercially reasonable best efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the prospectus contained therein, in order to permit such prospectus to be lawfully delivered by all persons subject to the prospectus delivery requirements of the Securities Act for such period of time as such persons must comply with such requirements in order to resell the Exchange Securities; provided, however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or a Purchasereither of the Initial Purchasers, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers and the Initial Purchasers have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Company shall make such prospectus and any amendment or supplement thereto, thereto available to any broker-dealer for use in connection with any resale of any Exchange Securities for a period of not less than 90 180 days after the consummation of the Registered Exchange Offer. If, upon consummation of the Registered Exchange Offer, any Purchaser either of the Initial Purchasers holds Offered Initial Securities acquired by it as part of its initial distribution, the Company, simultaneously with the delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and deliver to such Initial Purchaser upon the written request of such Initial Purchaser, in exchange (the “"Private Exchange”") for the Offered Initial Securities held by such Initial Purchaser, a like principal amount of debt securities of the Company issued under the Indenture Mortgage and identical in all material respects (including the existence of restrictions on transfer under the Securities Act and the securities laws of the several states of the United States, but excluding provisions relating to the matters described in Section 6 hereof) to the Offered Initial Securities (the “"Private Exchange Securities”"). The Offered Initial Securities, the Exchange Securities and the Private Exchange Securities are herein collectively called the “"Securities.” " In connection with the Registered Exchange Offer, the Company shall:

Registered Exchange Offer. Unless not permitted by applicable law, the The Company shall, at its own cost, prepare and, not later than 350 180 days (or if the 350th 180th day is not a business day, the first business day thereafter) after the date of delivery original issue of the Offered Initial Securities (the “Delivery Issue Date”), file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Exchange Offer Registration Statement”) on an appropriate form under the Securities Act of 1933, as amended (the “Securities Act”), with respect to a proposed offer (the “Registered Exchange Offer”) to the Holders of Transfer Restricted Securities (as defined in Section 6(d) hereof), who are not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Offered Initial Securities, a like an equal aggregate principal amount of debt securities (the “Exchange Securities”) of the Company Issuer issued under the Indenture and identical in all material respects to the Offered Initial Securities (except for the removal of transfer restrictions relating to the Offered Initial Securities and the provisions relating to the matters described in Section 6 hereof) (that would be registered under the “Exchange Securities”)Securities Act. The Company shall (i) use its commercially reasonable best efforts to cause such Exchange Offer Registration Statement to become effective under the Securities Act within 410 270 days (or if the 410th 270th day is not a business day, the first business day thereafter) after the Delivery Issue Date, (ii) consummate such Registered Exchange Offer not later than 310 days (or if the 310th day is not a business day, the first business day thereafter) after the Issue Date and (an “effectiveness deadline”iii) and shall use its commercially reasonable efforts to keep the Exchange Offer Registration Statement effective for not less than 20 business 30 days (or longer, if required by applicable law) after the date notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “Exchange Offer Registration Period”). If the Company commences effects the Registered Exchange Offer, the Company (i) will be entitled to close the Registered Exchange Offer 20 business 30 days after such the commencement thereof provided that the Company has accepted all the Offered Initial Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer and (ii) shall use commercially reasonable efforts to consummate the Registered Exchange Offer no later than 40 days (or longer if required by applicable law) Offer. As soon as practicable after the date on which the Exchange Offer Registration Statement is declared effective (or if the 40th day is not a business day, the first business day thereafter) (such 40th day (or first business day thereafter) being the “Consummation Deadline”). Following the declaration of the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities (as defined in Section 6(d) hereof) electing to exchange the Offered Initial Securities for Exchange Securities (assuming that such Holder is not an affiliate of the Company within the meaning of the Securities Act (or if it is an affiliate, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable)Act, acquires the Exchange Securities in the ordinary course of such Holder’s business, is not a broker-dealer tendering Offered Securities acquired directly from the Company for its own account and is not engaged in, and does not intend to engage in, business and has no arrangement or understanding arrangements with any person to participate in the distribution of the Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States. The Company acknowledges that, pursuant to current interpretations by the Commission’s staff of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom, (i) each Holder which is a broker-dealer electing to exchange Offered Initial Securities, acquired for its own account as a result of market making activities or other trading activities, for Exchange Securities (an “Exchanging Dealer”), is required to deliver a prospectus containing the information set forth in (a) Annex A hereto on the cover, (b) Annex B hereto in the “Exchange Offer Procedures” section and the “Purpose of the Exchange Offer” section, and (c) Annex C hereto in the “Plan of Distribution” section of such prospectus in connection with a sale of any such Exchange Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) if a Purchaser elects the Initial Purchasers elect to sell Exchange Securities acquired in exchange for Offered Initial Securities constituting any portion of an unsold allotment, it is the Initial Purchasers will be required to deliver a prospectus containing the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale. The Company shall use its commercially reasonable best efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the prospectus contained therein, in order to permit such prospectus to be lawfully delivered by all persons subject to the prospectus delivery requirements of the Securities Act for such period of time as such persons must comply with such requirements in order to resell the Exchange Securities; provided, however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or a Purchaserthe Initial Purchasers, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers and the Initial Purchasers have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Company shall make such prospectus and any amendment or supplement thereto, available to any broker-dealer for use in connection with any resale of any Exchange Securities for a period of not less than 90 180 days (or such shorter period during which broker-dealers are required by law to deliver such prospectus) after the consummation of the Registered Exchange Offer. If, upon consummation of the Registered Exchange Offer, any Initial Purchaser holds Offered Initial Securities acquired by it as part of its initial distribution, the Company, simultaneously with the delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and deliver to such Initial Purchaser upon the written request of such Initial Purchaser, in exchange (the “Private Exchange”) for the Offered Initial Securities held by such Initial Purchaser, a like an equal principal amount of debt securities of the Company issued under the Indenture and identical in all material respects (including the existence of restrictions on transfer under the Securities Act and the securities laws of the several states of the United States, but excluding provisions relating to the matters described in Section 6 hereof) to the Offered Initial Securities (the “Private Exchange Securities”). The Offered Initial Securities, the Exchange Securities and the Private Exchange Securities are herein collectively called the “Securities.” ”. In connection with the Registered Exchange Offer, the Company shall:

Registered Exchange Offer. Unless not permitted by applicable law, the The Company shall, at its own cost, prepare and, not later than 350 180 days (or if the 350th 180th day is not a business day, the first business day thereafter) after the date of delivery original issue of the Offered Initial Securities (the “Delivery Issue Date”), file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Exchange Offer Registration Statement”) on an appropriate form under the Securities Act of 1933, as amended (the “Securities Act”), with respect to a proposed offer (the “Registered Exchange Offer”) to the Holders of Transfer Restricted Securities (as defined in Section 6(d) hereof), who are not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Offered Initial Securities, a like an equal aggregate principal amount of debt securities (the “Exchange Securities”) of the Company Issuer issued under the Indenture and identical in all material respects to the Offered Initial Securities (except for the removal of transfer restrictions relating to the Offered Initial Securities and the provisions relating to the matters described in Section 6 hereof) (that would be registered under the “Exchange Securities”)Securities Act. The Company shall (i) use its commercially reasonable best efforts to cause such Exchange Offer Registration Statement to become effective under the Securities Act within 410 270 days (or if the 410th 270th day is not a business day, the first business day thereafter) after the Delivery Issue Date, (ii) consummate such Registered Exchange Offer not later than 310 days (or if the 310th day is not a business day, the first business day thereafter) after the Issue Date and (an “effectiveness deadline”iii) and shall use its commercially reasonable efforts to keep the Exchange Offer Registration Statement effective for not less than 20 business 30 days (or longer, if required by applicable law) after the date notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “Exchange Offer Registration Period”). If the Company commences effects the Registered Exchange Offer, the Company (i) will be entitled to close the Registered Exchange Offer 20 business 30 days after such the commencement thereof provided that the Company has accepted all the Offered Initial Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer and (ii) shall use commercially reasonable efforts to consummate the Registered Exchange Offer no later than 40 days (or longer if required by applicable law) Offer. As soon as practicable after the date on which the Exchange Offer Registration Statement is declared effective (or if the 40th day is not a business day, the first business day thereafter) (such 40th day (or first business day thereafter) being the “Consummation Deadline”). Following the declaration of the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities (as defined in Section 6(d) hereof) electing to exchange the Offered Initial Securities for Exchange Securities (assuming that such Holder is not an affiliate of the Company within the meaning of the Securities Act (or if it is an affiliate, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable)Act, acquires the Exchange Securities in the ordinary course of such Holder’s business, is not a broker-dealer tendering Offered Securities acquired directly from the Company for its own account and is not engaged in, and does not intend to engage in, business and has no arrangement or understanding arrangements with any person to participate in the distribution of the Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States. The Company acknowledges that, pursuant to current interpretations by the Commission’s staff of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom, (i) each Holder which is a broker-dealer electing to exchange Offered Initial Securities, acquired for its own account as a result of market making activities or other trading activities, for Exchange Securities (an “Exchanging Dealer”), is required to deliver a prospectus containing the information set forth in (a) Annex A hereto on the cover, (b) Annex B hereto in the “Exchange Offer Procedures” section and the “Purpose of the Exchange Offer” section, and (c) Annex C hereto in the “Plan of Distribution” section of such prospectus in connection with a sale of any such Exchange Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) if a Purchaser elects the Initial Purchasers elect to sell Exchange Securities acquired in exchange for Offered Initial Securities constituting any portion of an unsold allotment, it is the Initial Purchasers will be required to deliver a prospectus containing the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale. The Company shall use its commercially reasonable best efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the prospectus contained therein, in order to permit such prospectus to be lawfully delivered by all persons subject to the prospectus delivery requirements of the Securities Act for such period of time as such persons must comply with such requirements in order to resell the Exchange Securities; provided, however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or a Purchaserthe Initial Purchasers, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers and the Initial Purchasers have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Company shall make such prospectus and any amendment or supplement thereto, available to any broker-dealer for use in connection with any resale of any Exchange Securities for a period of not less than 90 180 days after the consummation of the Registered Exchange Offer. If, upon consummation of the Registered Exchange Offer, any Initial Purchaser holds Offered Initial Securities acquired by it as part of its initial distribution, the Company, simultaneously with the delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and deliver to such Initial Purchaser upon the written request of such Initial Purchaser, in exchange (the “Private Exchange”) for the Offered Initial Securities held by such Initial Purchaser, a like an equal principal amount of debt securities of the Company issued under the Indenture and identical in all material respects (including the existence of restrictions on transfer under the Securities Act and the securities laws of the several states of the United States, but excluding provisions relating to the matters described in Section 6 hereof) to the Offered Initial Securities (the “Private Exchange Securities”). The Offered Initial Securities, the Exchange Securities and the Private Exchange Securities are herein collectively called the “Securities.” ”. In connection with the Registered Exchange Offer, the Company shall:

Registered Exchange Offer. Unless not permitted by applicable law, law (after the Company shall, at its own cost, prepare and, not later than 350 days (has complied with the ultimate paragraph of this Section 1) or if the 350th day is not a business day, the first business day thereafter) after the date policy of delivery of the Offered Securities (the “Delivery Date”), file with the Securities and Exchange Commission (the “Commission”), the Company shall prepare and, not later than 60 days (such 60th day being a “Filing Deadline”) after the date on which the Initial Purchasers purchase the Initial Securities pursuant to the Purchase Agreement (the “Closing Date”), file with the Commission a registration statement (the “Exchange Offer Registration Statement”) on an appropriate form under the Securities Act of 1933, as amended (the “Securities Act”), with respect to a proposed offer (the “Registered Exchange Offer”) to the Holders of Transfer Restricted Securities (as defined in Section 6(d) 6 hereof), who are not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Offered Initial Securities, a like aggregate principal amount of debt securities of the Company issued under the Indenture and Mortgage, identical in all material respects to the Offered Securities (except for the removal of transfer restrictions relating to the Offered Initial Securities and registered under the provisions relating to the matters described in Section 6 hereof) Securities Act (the “Exchange Securities”). The Company shall use its commercially reasonable best efforts to (i) cause such Exchange Offer Registration Statement to become effective under the Securities Act within 410 200 days (or if the 410th day is not a business day, the first business day thereafter) after the Delivery Closing Date (such 200th day being an “effectiveness deadlineEffectiveness Deadline”) and shall use its commercially reasonable efforts to (ii) keep the Exchange Offer Registration Statement effective for not less than 20 business 30 days (or longer, if required by applicable law) after the date notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “Exchange Offer Registration Period”). If the Company commences the Registered Exchange Offer, the Company (i) will be entitled to close consummate the Registered Exchange Offer 20 business 30 days after such commencement (provided that the Company has accepted all the Offered Initial Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer Offer) and (ii) shall use commercially reasonable efforts will be required to consummate the Registered Exchange Offer no later than 40 days (or longer if required by applicable law) after the date on which the Exchange Offer Registration Statement is declared effective (or if the 40th day is not a business day, the first business day thereafter) (such 40th day (or first business day thereafter) being the “Consummation Deadline”). Following the declaration of the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities electing to exchange the Offered Initial Securities for Exchange Securities (assuming that such Holder is not an affiliate of the Company within the meaning of the Securities Act (or if it is an affiliate, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable)Act, acquires the Exchange Securities in the ordinary course of such Holder’s business, is not a broker-dealer tendering Offered Securities acquired directly from the Company for its own account and is not engaged in, and does not intend to engage in, business and has no arrangement or understanding arrangements with any person to participate in the distribution of the Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States. The Company acknowledges that, pursuant to current interpretations by the Commission’s staff of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom, (i) each Holder which is a broker-dealer electing to exchange Offered Initial Securities, acquired for its own account as a result of market making activities or other trading activities, for Exchange Securities (an “Exchanging Dealer”), is required to deliver a prospectus containing the information set forth in (a) Annex A hereto on the cover, (b) Annex B hereto in the “Exchange Offer Procedures” section and the “Purpose of the Exchange Offer” section, and (c) Annex C hereto in the “Plan of Distribution” section of such prospectus in connection with a sale of any such Exchange Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) if a Purchaser elects the Initial Purchasers that elect to sell Exchange Securities (as defined below) acquired in exchange for Offered Initial Securities constituting any portion of an unsold allotment, it is are required to deliver a prospectus containing the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale. The Company shall use its commercially reasonable best efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the prospectus contained therein, in order to permit such prospectus to be lawfully delivered by all persons subject to the prospectus delivery requirements of the Securities Act for such period of time as such persons must comply with such requirements in order to resell the Exchange Securities; provided, however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or a Purchasereither of the Initial Purchasers, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers and the Initial Purchasers have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Company shall make such prospectus and any amendment or supplement thereto, thereto available to any broker-dealer for use in connection with any resale of any Exchange Securities for a period of not less than 90 180 days after the consummation of the Registered Exchange Offer. If, upon consummation of the Registered Exchange Offer, any Purchaser either of the Initial Purchasers holds Offered Initial Securities acquired by it as part of its initial distribution, the Company, simultaneously with the delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and deliver to such Initial Purchaser upon the written request of such Initial Purchaser, in exchange (the “Private Exchange”) for the Offered Initial Securities held by such Initial Purchaser, a like principal amount of debt securities of the Company issued under the Indenture Mortgage and identical in all material respects (including the existence of restrictions on transfer under the Securities Act and the securities laws of the several states of the United States, but excluding provisions relating to the matters described in Section 6 hereof) to the Offered Initial Securities (the “Private Exchange Securities”). The Offered Initial Securities, the Exchange Securities and the Private Exchange Securities are herein collectively called the “Securities.” In connection with the Registered Exchange Offer, the Company shall:

Registered Exchange Offer. Unless not permitted by applicable law, the The Company shall, at its own cost, prepare and, not later than 350 180 days (or if the 350th 180th day is not a business day, the first business day thereafter) after the date of delivery original issue of the Offered Initial Securities (the “Delivery Issue Date”), file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Exchange Offer Registration Statement”) on an appropriate form under the Securities Act of 1933, as amended (the “Securities Act”), with respect to a proposed offer (the “Registered Exchange Offer”) to the Holders of Transfer Restricted Securities (as defined in Section 6(d) hereof), who are not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Offered Initial Securities, a like an equal aggregate principal amount of debt securities (the “Exchange Securities”) of the Company Issuer issued under the Indenture and identical in all material respects to the Offered Initial Securities (except for the removal of transfer restrictions relating to the Offered Initial Securities and the provisions relating to the matters described in Section 6 hereof) (that would be registered under the “Exchange Securities”)Securities Act. The Company shall use its commercially reasonable best efforts to cause such Exchange Offer Registration Statement to become effective under the Securities Act within 410 270 days (or if the 410th 270th day is not a business day, the first business day thereafter) after the Delivery Issue Date (an “effectiveness deadline”) and shall use its commercially reasonable efforts to keep the Exchange Offer Registration Statement effective for not less than 20 business 30 days (or longer, if required by applicable law) after the date notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “Exchange Offer Registration Period”). If the Company commences effects the Registered Exchange Offer, the Company (i) will be entitled to close the Registered Exchange Offer 20 business 30 days after such the commencement thereof provided that the Company has accepted all the Offered Initial Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer and (ii) shall use commercially reasonable efforts to consummate the Registered Exchange Offer no later than 40 days (or longer if required by applicable law) Offer. As soon as practicable after the date on which the Exchange Offer Registration Statement is declared effective (or if the 40th day is not a business day, the first business day thereafter) (such 40th day (or first business day thereafter) being the “Consummation Deadline”). Following the declaration of the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities (as defined in Section 6(d) hereof) electing to exchange the Offered Initial Securities for Exchange Securities (assuming that such Holder is not an affiliate of the Company within the meaning of the Securities Act (or if it is an affiliate, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable)Act, acquires the Exchange Securities in the ordinary course of such Holder’s business, is not a broker-dealer tendering Offered Securities acquired directly from the Company for its own account and is not engaged in, and does not intend to engage in, business and has no arrangement or understanding arrangements with any person to participate in the distribution of the Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States. The Company acknowledges that, pursuant to current interpretations by the Commission’s staff of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom, (i) each Holder which is a broker-dealer electing to exchange Offered Initial Securities, acquired for its own account as a result of market making activities or other trading activities, for Exchange Securities (an “Exchanging Dealer”), is required to deliver a prospectus containing the information set forth in (a) Annex A hereto on the cover, (b) Annex B hereto in the “Exchange Offer Procedures” section and the “Purpose of the Exchange Offer” section, and (c) Annex C hereto in the “Plan of Distribution” section of such prospectus in connection with a sale of any such Exchange Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) if a an Initial Purchaser that elects to sell Exchange Securities acquired in exchange for Offered Initial Securities constituting any portion of an unsold allotment, it allotment is required to deliver a prospectus containing the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale. The Company shall use its commercially reasonable best efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the prospectus contained therein, in order to permit such prospectus to be lawfully delivered by all persons subject to the prospectus delivery requirements of the Securities Act for such period of time as such persons must comply with such requirements in order to resell the Exchange Securities; provided, however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or a an Initial Purchaser, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers and the Initial Purchasers have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Company shall make such prospectus and any amendment or supplement thereto, available to any broker-dealer for use in connection with any resale of any Exchange Securities for a period of not less than 90 180 days after the consummation of the Registered Exchange Offer. If, upon consummation of the Registered Exchange Offer, any Initial Purchaser holds Offered Initial Securities acquired by it as part of its initial distribution, the Company, simultaneously with the delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and deliver to such Initial Purchaser upon the written request of such Initial Purchaser, in exchange (the “Private Exchange”) for the Offered Initial Securities held by such Initial Purchaser, a like an equal principal amount of debt securities of the Company issued under the Indenture and identical in all material respects (including the existence of restrictions on transfer under the Securities Act and the securities laws of the several states of the United States, but excluding provisions relating to the matters described in Section 6 hereof) to the Offered Initial Securities (the “Private Exchange Securities”). The Offered Initial Securities, the Exchange Securities and the Private Exchange Securities are herein collectively called the “Securities.” ”. In connection with the Registered Exchange Offer, the Company shall:

Registered Exchange Offer. Unless not permitted by applicable lawlaw (after the Company has complied with the ultimate paragraph of this Section 1), the Company shall, at its own cost, shall prepare and, not later than 350 90 days (or if the 350th such 90th day is not being a business day, the first business day thereafter"Filing Deadline") after the date of delivery of on which the Offered Securities Notes are issued (the “Delivery "Issue Date”"), file with the Securities and Exchange Commission (the “"Commission”") a registration statement (the “"Exchange Offer Registration Statement”") on an appropriate form under the Securities Act of 1933, as amended (the “"Securities Act”"), with respect to a proposed offer (the “"Registered Exchange Offer”") to the Holders of Transfer Restricted Securities (as defined in Section 6(d) 6 hereof), who are not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Offered Initial Securities, a like aggregate principal amount of debt securities of the Company issued under the Indenture and Indenture, identical in all material respects to the Offered Securities (except for the removal of transfer restrictions relating to the Offered Initial Securities and registered under the provisions relating to the matters described in Section 6 hereof) Securities Act (the “"Exchange Securities”"). The Company shall use its commercially reasonable best efforts to (i) cause such Exchange Offer Registration Statement to become effective under the Securities Act within 410 180 days (or if the 410th day is not a business day, the first business day thereafter) after the Delivery Issue Date (such 180th day being an “effectiveness deadline”"Effectiveness Deadline") and shall use its commercially reasonable efforts to (ii) keep the Exchange Offer Registration Statement effective for not less than 20 business days (or longer, if required by applicable law) after the date notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “"Exchange Offer Registration Period”"). If the Company commences the Registered Exchange Offer, the Company (i) will be entitled to close consummate the Registered Exchange Offer 20 business days after such commencement (provided that the Company has accepted all the Offered Initial Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer Offer) and (ii) shall use commercially reasonable efforts will be required to consummate the Registered Exchange Offer no later than 40 days (or longer if required by applicable law) after the date on which the Exchange Offer Registration Statement is declared effective (or if the 40th day is not a business day, the first business day thereafter) (such 40th day (or first business day thereafter) being the “"Consummation Deadline”"). Following the declaration of the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities electing to exchange the Offered Initial Securities for Exchange Securities (assuming that such Holder is not an affiliate of the Company within the meaning of the Securities Act (or if it is an affiliate, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable)Act, acquires the Exchange Securities in the ordinary course of such Holder’s business, is not a broker-dealer tendering Offered Securities acquired directly from the Company for its own account and is not engaged in, and does not intend to engage in, Xxxxxx's business and has no arrangement or understanding arrangements with any person to participate in the distribution of the Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States. The Company acknowledges that, pursuant to current interpretations by the Commission’s 's staff of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom, (i) each Holder which is a broker-dealer electing to exchange Offered Initial Securities, acquired for its own account as a result of market making activities or other trading activities, for Exchange Securities (an “"Exchanging Dealer”"), is required to deliver a prospectus containing the information set forth in (a) Annex A hereto on the cover, (b) Annex B hereto in the “"Exchange Offer Procedures” " section and the “"Purpose of the Exchange Offer” " section, and (c) Annex C hereto in the “"Plan of Distribution” " section of such prospectus in connection with a sale of any such Exchange Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) if a an Initial Purchaser that elects to sell Exchange Securities (as defined below) acquired in exchange for Offered Initial Securities constituting any portion of an unsold allotmentallot- ment, it is required to deliver a prospectus containing the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale. The Company shall use its commercially reasonable best efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the prospectus contained therein, in order to permit such prospectus to be lawfully delivered by all persons subject to the prospectus delivery requirements of the Securities Act for such period of time as such persons must comply with such requirements in order to resell the Exchange Securities; provided, however, that -------- ------- (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or a the Initial Purchaser, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers and the Purchasers Initial Purchaser have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Company shall make such prospectus and any amendment or supplement thereto, thereto available to any broker-dealer for use in connection with any resale of any Exchange Securities for a period of not less than 90 180 days after the consummation of the Registered Exchange Offer. Notwithstanding the foregoing, the Company shall not be obligated to keep the Exchange Offer Registration Statement continuously effective to the extent set forth above if the Company determines, in its reasonable judgment, upon advice of counsel, that the continued effectiveness and usability of the Exchange Offer Registration Statement would (i) require the disclosure of material information, which the Company or any of its subsidiaries has a bona fide business reason for preserving as confidential or (ii) interfere with any existing or prospective financing, acquisition, corporate reorganization or other material business situation, transaction or negotiation involving the Company or any of its subsidiaries; provided, however, that the -------- ------- failure to keep the Exchange Offer Registration Statement effective and usable for such reason shall last no longer than 20 days (whereafter Additional Interest (as defined in Section 6(a)) shall accrue and be payable until the Exchange Offer Registration Statement becomes effective and usable) and shall in no event occur during the first 30 days after the Exchange Offer Registration Statement becomes effective. In the event that the Company does not keep the Exchange Offer Registration Statement continuously effective as provided in the immediately preceding sentence, the number of days during which the Exchange Offer Registration Statement is not continuously effective, which shall include the date the Company gives notice that the Exchange Offer Registration Statement is no longer effective, shall be added on to, and therefore extend, the period during which the Company is obligated to use its reasonable best efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the prospectus contained therein. If, upon consummation of the Registered Exchange Offer, any the Initial Purchaser holds Offered Initial Securities acquired by it as part of its initial distribution, the Company, simultaneously with the delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and deliver to such the Initial Purchaser upon the written request of such the Initial Purchaser, in exchange (the “"Private Exchange”") for the Offered Initial Securities held by such the Initial Purchaser, a like principal amount of debt securities of the Company issued under the Indenture and identical in all material respects (including the existence of restrictions on transfer under the Securities Act and the securities laws of the several states of the United States, but excluding provisions relating to the matters described in Section 6 hereof) to the Offered Initial Securities (the “"Private Exchange Securities”"). The Offered Initial Securities, the Exchange Securities and the Private Exchange Securities are herein collectively called the “"Securities.” ". In connection with the Registered Exchange Offer, the Company shall:

Registered Exchange Offer. Unless not permitted by applicable law, the The Company shall, at its own cost, prepare and, not later than 350 210 days (or if the 350th 210th day is not a business day, the first business day thereafter) after the date of delivery original issue of the Offered Initial Securities (the “Delivery Issue Date”), file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Exchange Offer Registration Statement”) on an appropriate form under the Securities Act of 1933, as amended (the “Securities Act”), with respect to a proposed offer (the “Registered Exchange Offer”) to the Holders of Transfer Restricted Securities (as defined in Section 6(d) hereof), who are not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Offered Initial Securities, a like an equal aggregate principal amount of debt securities (the “Exchange Securities”) of the Company Issuer issued under the Indenture and identical in all material respects to the Offered Initial Securities (except for the removal of transfer restrictions relating to the Offered Initial Securities and the provisions relating to the matters described in Section 6 hereof) (that would be registered under the “Exchange Securities”)Securities Act. The Company shall (i) use its commercially reasonable best efforts to cause such Exchange Offer Registration Statement to become effective under the Securities Act within 410 300 days (or if the 410th 300th day is not a business day, the first business day thereafter) after the Delivery Issue Date, (ii) consummate such Registered Exchange Offer not later than 340 days (or if the 340th day is not a business day, the first business day thereafter) after the Issue Date and (an “effectiveness deadline”iii) and shall use its commercially reasonable efforts to keep the Exchange Offer Registration Statement effective for not less than 20 business 30 days (or longer, if required by applicable law) after the date notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “Exchange Offer Registration Period”). If the Company commences effects the Registered Exchange Offer, the Company (i) will be entitled to close the Registered Exchange Offer 20 business 30 days after such the commencement thereof provided that the Company has accepted all the Offered Initial Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer and (ii) shall use commercially reasonable efforts to consummate the Registered Exchange Offer no later than 40 days (or longer if required by applicable law) Offer. As soon as practicable after the date on which the Exchange Offer Registration Statement is declared effective (or if the 40th day is not a business day, the first business day thereafter) (such 40th day (or first business day thereafter) being the “Consummation Deadline”). Following the declaration of the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities (as defined in Section 6(d) hereof) electing to exchange the Offered Initial Securities for Exchange Securities (assuming that such Holder is not an affiliate of the Company within the meaning of the Securities Act (or if it is an affiliate, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable)Act, acquires the Exchange Securities in the ordinary course of such Holder’s business, is not a broker-dealer tendering Offered Securities acquired directly from the Company for its own account and is not engaged in, and does not intend to engage in, business and has no arrangement or understanding arrangements with any person to participate in the distribution of the Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States. The Company acknowledges that, pursuant to current interpretations by the Commission’s staff of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom, (i) each Holder which is a broker-dealer electing to exchange Offered Initial Securities, acquired for its own account as a result of market making activities or other trading activities, for Exchange Securities (an “Exchanging Dealer”), is required to deliver a prospectus containing the information set forth in (a) Annex A hereto on the cover, (b) Annex B hereto in the “Exchange Offer Procedures” section and the “Purpose of the Exchange Offer” section, section and (c) Annex C hereto in the “Plan of Distribution” section of such prospectus in connection with a sale of any such Exchange Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) if a Purchaser elects the Initial Purchasers elect to sell Exchange Securities acquired in exchange for Offered Initial Securities constituting any portion of an unsold allotment, it is the Initial Purchasers will be required to deliver a prospectus containing the information required by Items Item 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale. The Company shall use its commercially reasonable best efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the prospectus contained therein, in order to permit such prospectus to be lawfully delivered by all persons subject to the prospectus delivery requirements of the Securities Act for such period of time as such persons must comply with such requirements in order to resell the Exchange Securities; provided, however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or a Purchaserthe Initial Purchasers, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers and the Initial Purchasers have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Company shall make such prospectus and any amendment or supplement thereto, available to any broker-dealer for use in connection with any resale of any Exchange Securities for a period of not less than 90 180 days (or such shorter period during which broker-dealers are required by law to deliver such prospectus) after the consummation of the Registered Exchange Offer. If, upon consummation of the Registered Exchange Offer, any Initial Purchaser holds Offered Initial Securities acquired by it as part of its initial distribution, the Company, simultaneously with the delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and deliver to such Initial Purchaser upon the written request of such Initial Purchaser, in exchange (the “Private Exchange”) for the Offered Initial Securities held by such Initial Purchaser, a like an equal principal amount of debt securities of the Company issued under the Indenture and identical in all material respects (including the existence of restrictions on transfer under the Securities Act and the securities laws of the several states of the United States, but excluding provisions relating to the matters described in Section 6 hereof) to the Offered Initial Securities (the “Private Exchange Securities”). The Offered Initial Securities, the Exchange Securities and the Private Exchange Securities are herein collectively called the “Securities.” ”. In connection with the Registered Exchange Offer, the Company shall:

Registered Exchange Offer. Unless not permitted by applicable law, the Company shall, at its own cost, The Issuers shall (i) use their reasonable best efforts to prepare and, not later than 350 180 days (or if the 350th day is not a business day, the first business day thereafter) after following the date of delivery original issuance of the Offered Securities (the “Delivery "Issue Date”"), file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “"Exchange Offer Registration Statement”") on an appropriate form under the Securities Act of 1933, as amended (the “Securities Act”), with respect to a proposed offer (the “Registered Exchange Offer”) to the Holders of Transfer Restricted the Securities (as defined in Section 6(d) hereof), who are not prohibited by any law or policy of the Commission from participating in the "Registered Exchange Offer, ") to issue and deliver to such Holders, in exchange for the Offered Securities, a like aggregate principal amount of debt securities of the Company issued under the Indenture and that are identical in all material respects to the Offered Securities (except for Notes and are unconditionally guaranteed by the removal of transfer restrictions relating to the Offered Securities and the provisions relating to the matters described in Section 6 hereof) Guarantors (the “"Exchange Securities”"). The Company shall , except that the Exchange Securities will not contain terms with respect to transfer restrictions, (ii) use its commercially their reasonable best efforts to cause such the Exchange Offer Registration Statement to become effective under the Securities Act within 410 no later than 270 days (or if the 410th day is not a business day, the first business day thereafter) after the Delivery Issue Date and the Registered Exchange Offer to be consummated no later than 300 days after the Issue Date and (an “effectiveness deadline”iii) and shall use its commercially reasonable efforts to keep the Exchange Offer Registration Statement effective for not less than 20 business days (or longer, if required by applicable law) after the date on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “"Exchange Offer Registration Period”"). If The Exchange Securities will be issued under the Company commences Indenture or an indenture (the Registered "Exchange OfferSecurities Indenture") between the Company, the Company Guarantors party thereto and the Trustee or such other bank or trust company that is reasonably satisfactory to the Initial Purchasers, as trustee (i) will the "Exchange Securities Trustee"), such indenture to be entitled identical in all material respects to close the Registered Exchange Offer 20 business days after such commencement provided that Indenture, except with respect to the Company has accepted all transfer restrictions relating to the Offered Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer and (ii) shall use commercially reasonable efforts to consummate the Registered Exchange Offer no later than 40 days (or longer if required by applicable law) after the date on which the Exchange Offer Registration Statement is declared effective (or if the 40th day is not a business day, the first business day thereafter) (such 40th day (or first business day thereafter) being the “Consummation Deadline”as described above). Following the declaration of Upon the effectiveness of the Exchange Offer Registration Statement, the Company Issuers shall promptly as soon as practicable commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities electing to exchange the Offered Securities for Exchange Securities (assuming that such Holder (a) is not an affiliate (as defined in Rule 405 under the Securities Act) of the Company within the meaning of the Securities Act Issuers or an Exchanging Dealer (or if it is an affiliate, it will comply as defined herein) not complying with the registration and prospectus delivery requirements of the next sentence, (b) is not an Initial Purchaser holding Securities Act that have, or that are reasonably likely to have, the extent applicable)status of an unsold allotment in an initial distribution, (c) acquires the Exchange Securities in the ordinary course of such Holder’s business, is not a broker-dealer tendering Offered Securities acquired directly from the Company for its own account 's business and is not engaged in, and does not intend to engage in, and (d) has no arrangement arrangements or understanding understandings with any person to participate in the distribution of the Exchange Securities Securities) and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States. The Company Each Issuer, each Initial Purchaser and each Exchanging Dealer acknowledges that, pursuant to current interpretations by the Commission’s 's staff of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom, (i) each Holder which that is a broker-dealer electing to exchange Offered Securities, Securities acquired for its own account as a result of market market-making activities or other trading activities, activities for Exchange Securities (an “"Exchanging Dealer”), ") is required to deliver a prospectus containing substantially the information set forth in (a) Annex A hereto on the covercover of such prospectus, (b) in Annex B hereto in the “"Exchange Offer Procedures” section " and the “"Purpose of the Exchange Offer” section" sections of such prospectus, and (c) in Annex C hereto in the “"Plan of Distribution” " section of such prospectus in connection with a sale of any such Exchange Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) if a an Initial Purchaser elects to sell Private Exchange Securities (as defined below) acquired in exchange for Offered Securities constituting any portion of an unsold allotment, it is required to deliver a prospectus containing the information required by Items 507 or and 508 of Regulation S-K under the Securities ActAct and the Exchange Act ("Regulation S-K"), as applicable, in connection with such sale. The Company shall use its commercially reasonable efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the prospectus contained therein, in order to permit such prospectus to be lawfully delivered by all persons subject to the prospectus delivery requirements of the Securities Act for such period of time as such persons must comply with such requirements in order to resell the Exchange Securities; provided, however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or a Purchaser, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers and the Purchasers have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Company shall make such prospectus and any amendment or supplement thereto, available to any broker-dealer for use in connection with any resale of any Exchange Securities for a period of not less than 90 days after the Upon consummation of the Registered Exchange OfferOffer in accordance with this Section 1, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Transfer Restricted Securities (as defined) that are Private Exchange Securities, Exchange Securities as to which clause (v) of the first paragraph of Section 2 is applicable and Exchange Securities held by Exchanging Dealers, and the Issuers shall have no further obligations to register Transfer Restricted Securities (other than Private Exchange Securities and other than in respect of any Exchange Securities as to which clause (v) of the first paragraph of Section 2 hereof applies) pursuant to Section 2 hereof. If, upon prior to the consummation of the Registered Exchange Offer, any Purchaser Holder holds Offered any Securities acquired by it as part that have, or that are reasonably likely to be determined to have, the status of its an unsold allotment in an initial distribution, or any Holder is not entitled to participate in the CompanyRegistered Exchange Offer, the Issuers shall, upon the request of any such Holder, simultaneously with the delivery of the Exchange Securities pursuant to in the Registered Exchange Offer, shall issue and deliver to any such Purchaser upon the written request of such PurchaserHolder, in exchange (the “Private Exchange”) for the Offered Securities held by such PurchaserHolder (the "Private Exchange"), a like aggregate principal amount of debt securities of the Company issued under and the Indenture and Guarantors that are identical in all material respects (including the existence of restrictions on transfer under the Securities Act and the securities laws of the several states of the United States, but excluding provisions relating to the matters described in Section 6 hereof) to the Offered Exchange Securities (the “"Private Exchange Securities”"), except with respect to the transfer restrictions relating to such Private Exchange Securities. The Offered Private Exchange Securities will be issued under the same indenture as the Exchange Securities, and the Exchange Securities and Company shall use its reasonable best efforts to cause the Private Exchange Securities are herein collectively called to bear the “same CUSIP number as the Exchange Securities.” . In connection with the Registered Exchange Offer, the Company Issuers shall:

Registered Exchange Offer. Unless not permitted by applicable law, the Company The PBF Parties shall, at its their own cost, prepare and, not later than 350 days (or if the 350th day is not a business day, the first business day thereafter) after the date of delivery of the Offered Securities (the “Delivery Date”), and file with the Securities and Exchange Commission (the “Commission”) a registration statement (along with any document or information incorporated by reference therein, the “Exchange Offer Registration Statement”) on an appropriate form under the Securities Act of 1933, as amended (the “Securities Act”), with respect to a proposed offer (the “Registered Exchange Offer”) to the Holders of Transfer Restricted Securities (as defined in Section 6(d) 6 hereof), who are not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Offered Initial Securities, a like aggregate principal amount of debt securities (the “Exchange Securities”) of the Company Issuers issued under the Indenture Indenture, having the benefit of the Guaranty of Collection and identical in all material respects to the Offered Initial Securities (except for the removal of transfer restrictions relating to the Offered Initial Securities and the provisions relating to the matters described in Section 6 hereof) (that would be registered under the “Exchange Securities”)Securities Act. The Company PBF Parties shall use its commercially reasonable efforts to (a) cause such Exchange Offer Registration Statement to become effective under the Securities Act within 410 days Act, (or if the 410th day is not a business day, the first business day thereafterb) after the Delivery Date (an “effectiveness deadline”) and shall use its commercially reasonable efforts to keep the Exchange Offer Registration Statement effective for not less than 20 business days (or longer, if required by applicable law) after the date notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “Exchange Offer Registration Period”) and (c) consummate the Registered Exchange Offer not later than 365 days after (or if the 365th day is not a business day, the first business day thereafter) the date of original issuance of the Initial Securities (the “Issue Date”). If the Company commences PBF Parties effect the Registered Exchange Offer, the Company (i) PBF Parties will be entitled to close the Registered Exchange Offer 20 business days after such the commencement thereof provided that the Company has PBF Parties have accepted all the Offered Initial Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer and (ii) shall use commercially reasonable efforts to consummate the Registered Exchange Offer no later than 40 days (or longer if required by applicable law) after the date on which the Exchange Offer Registration Statement is declared effective (or if the 40th day is not a business day, the first business day thereafter) (such 40th day (or first business day thereafter) being the “Consummation Deadline”)Offer. Following As soon as reasonably practicable following the declaration of the effectiveness of the Exchange Offer Registration Statement, the Company PBF Parties shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities (as defined in Section 6 hereof) electing to exchange the Offered Initial Securities for Exchange Securities (assuming that such Holder is not an affiliate of the Company either Issuer within the meaning of the Securities Act (or if it is an affiliate, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable)Act, acquires the Exchange Securities in the ordinary course of such Holder’s business, is not a broker-dealer tendering Offered Securities acquired directly from the Company for its own account and is not engaged in, and does not intend to engage in, business and has no arrangement or understanding arrangements with any person to participate in the distribution of the Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States; provided, however, that Participating Broker-Dealers (as defined below) receiving Exchange Securities in the Registered Exchange Offer will have a prospectus delivery requirement with respect to the resale of such Exchange Securities. The Company Each of the PBF Parties acknowledges that, pursuant to current interpretations by the Commission’s staff of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom, (i) each Holder which is a broker-dealer electing to exchange Offered Initial Securities, acquired for its own account as a result of market making activities or other trading activities, for Exchange Securities (an “Exchanging Dealer”), ) is required to deliver a prospectus containing the information set forth in (a) Annex A hereto on the cover, (b) Annex B hereto in the “Exchange Offer Procedures” section and the “Purpose of the Exchange Offer” section, and (c) Annex C hereto in the “Plan of Distribution” section of such prospectus in connection with a sale of any such Exchange Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) if a an Initial Purchaser that elects to sell Exchange Securities acquired in exchange for Offered Initial Securities constituting any portion of an unsold allotment, it allotment is required to deliver a prospectus containing the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale. The Company PBF Parties shall use its commercially reasonable efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the prospectus contained therein, in order to permit such prospectus to be lawfully delivered by all persons subject to the prospectus delivery requirements of the Securities Act for such period of time as such persons must comply with such requirements in order to resell the Exchange Securities; provided, however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or a an Initial Purchaser, such period shall be the lesser of 180 days following the consummation of the Registered Exchange Offer and the date on which all Exchanging Dealers and the Initial Purchasers have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) upon request the Company PBF Parties shall make such prospectus and any amendment or supplement thereto, thereto available to any broker-dealer for use in connection with any resale of any Exchange Securities for a period of not less than 90 days after the consummation of the Registered Exchange OfferOffer (or such shorter period in which such persons are required by applicable law to deliver such prospectus). If, upon consummation of the Registered Exchange Offer, any Initial Purchaser holds Offered Initial Securities acquired by it as part of its initial distribution, the CompanyPBF Parties, simultaneously with the delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and deliver to such Initial Purchaser upon the written request of such Initial Purchaser, in exchange (the “Private Exchange”) for the Offered Initial Securities held by such Initial Purchaser, a like principal amount of debt securities of the Company Issuers issued under the Indenture Indenture, having the benefit of the Guaranty of Collection and identical in all material respects (including the existence of restrictions on transfer under the Securities Act and the securities laws of the several states of the United States, but excluding provisions relating to the matters described in Section 6 hereof) to the Offered Initial Securities (the “Private Exchange Securities”). The Offered Initial Securities, the Exchange Securities and the Private Exchange Securities are herein collectively called the “Securities.” ”. In connection with the Registered Exchange Offer, the Company PBF Parties shall:

Registered Exchange Offer. Unless not permitted by applicable law, the The Company shall, at its own cost, prepare and, not later than 350 days (or if the 350th day is not a business day, the first business day thereafter) after the date of delivery of the Offered Securities (the “Delivery Date”), and file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Exchange Offer Registration Statement”) on an appropriate form under the Securities Act of 1933, as amended (the “Securities Act”), with respect to a proposed offer (the “Registered Exchange Offer”) to the Holders of Transfer Restricted Securities (as defined in Section 6(d) 7 hereof), who are not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Offered Initial Securities, a like aggregate principal amount of debt securities (the “Exchange Securities”) of the Company Issuer issued under the Indenture Indenture, guaranteed by the Guarantors and otherwise identical in all material respects to the Offered Initial Securities (except for the removal of transfer restrictions relating to the Offered Securities and Initial Securities, the special mandatory redemption relating to the Initial Securities, the provisions relating to the matters described in Section 6 hereof7 hereof and any other provisions of the Indentures that are no longer applicable to any party thereto as a result of the consummation of the Mergers) (that would be registered under the “Exchange Securities”)Securities Act. The Company shall (i) use its commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective under the Securities Act within 410 360 days (or if the 410th 360th day is not a business day, the first business day thereafter) after the Delivery Date date of original issue of the Initial Securities (an the “Issue Date”); provided that such date shall not be earlier than the 60th day following the consummation of the Mergers (the later of the date that is the 360th day after the date of issuance of the Initial Securities and the 60th day after the consummation of the Mergers, the “Effectiveness Deadline”), (ii) as soon as practicable after the effectiveness deadline”) and shall use its commercially reasonable efforts to keep of the Exchange Offer Registration Statement, offer the Exchange Securities in exchange for the Initial Securities and complete such Registered Exchange Offer not later than 60 days after such Exchange Offer Registration Statement becomes effective (or if such 60th day is not a business day, the next succeeding business day) and (iii) keep the Registered Exchange Offer open for not less than 20 business days (or longer, if required by applicable law) after the date notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “Exchange Offer Registration Period”). For the avoidance of doubt, such Exchange Offer Registration Statement may include debt securities of the Company other than the Initial Securities. If the Company commences effects the Registered Exchange Offer, the Company (i) will be entitled to close the Registered Exchange Offer in not less than 20 business days after such the commencement thereof provided that the Company has accepted all the Offered Initial Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer and (ii) shall use commercially reasonable efforts to consummate the Registered Exchange Offer no later than 40 days (or longer if required by applicable law) after the date on which the Exchange Offer Registration Statement is declared effective (or if the 40th day is not a business day, the first business day thereafter) (such 40th day (or first business day thereafter) being the “Consummation Deadline”)Offer. Following the declaration of the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly as soon as practicable commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities electing to exchange the Offered Initial Securities for Exchange Securities (assuming that at the time of the commencement of the Registered Exchange Offer such Holder is not an affiliate of the Company within the meaning of the Securities Act (or if it is an affiliate, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable)Act, acquires the Exchange Securities in the ordinary course of such Holder’s business, is not a broker-dealer tendering Offered Securities acquired directly from the Company for its own account and is not engaged in, and does not intend to engage in, business and has no arrangement or understanding arrangements with any person to participate in the distribution of the Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States. The Company acknowledges that, pursuant to current interpretations by the Commission’s staff of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom, (i) each Holder which is a broker-dealer electing to exchange Offered Initial Securities, acquired for its own account as a result of market making activities or other trading activities, for Exchange Securities (an “Exchanging Dealer”), is required to deliver a prospectus containing the information set forth in (a) Annex A hereto on the cover, (b) Annex B hereto in the “Exchange Offer Procedures” section and the “Purpose of the Exchange Offer” section, and (c) Annex C hereto in the “Plan of Distribution” section of such prospectus in connection with a sale of any such Exchange Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) if a an Initial Purchaser that elects to sell Exchange Securities acquired in exchange for Offered Initial Securities constituting any portion of an unsold allotment, it allotment is required to deliver a prospectus containing the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale. The Company shall use its commercially reasonable efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the prospectus contained therein, in order to permit such prospectus to be lawfully delivered by all persons subject to the prospectus delivery requirements of the Securities Act for such period of time as such persons must comply with such requirements in order to resell the Exchange Securities; provided, however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or a an Initial Purchaser, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers and the Initial Purchasers have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j4(j) below) and (ii) the Company shall make such prospectus and any amendment or supplement thereto, thereto available to any broker-dealer for use in connection with any resale of any Exchange Securities for a period of not less than 90 days after the consummation of the Registered Exchange Offer. If, upon consummation of the Registered Exchange Offer, any Initial Purchaser holds Offered Initial Securities acquired by it as part of its initial distribution, the Company, simultaneously with the delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and deliver to such Initial Purchaser upon the written request of such Initial Purchaser, in exchange (the “Private Exchange”) for the Offered Initial Securities held by such Initial Purchaser, a like principal amount of debt securities of the Company Issuer issued under the Indenture Indenture, guaranteed by the Guarantors and otherwise identical in all material respects (including the existence of restrictions on transfer under the Securities Act and the securities laws of the several states of the United States, but excluding the special mandatory redemption relating to the Initial Securities, the provisions relating to the matters described in Section 6 hereof7 hereof and any other provisions of the Indenture that are no longer applicable to a party thereto as a result of the consummation of the Mergers) to the Offered Initial Securities (the “Private Exchange Securities”). The Offered SecuritiesInitial Securities and the guarantees thereof, the Exchange Securities and the guarantees thereof and the Private Exchange Securities and the guarantees thereof are herein collectively called the “Securities.” ”. In connection with the Registered Exchange Offer, the Company shall:

Registered Exchange Offer. Unless (i) In the event that the Conversion Notes Shelf Registration is not permitted by applicable lawdeclared effective pursuant to Section 2(a) above on or before the Conversion Date, the Company shallBorrower shall take such actions as are necessary or appropriate to permit the Holders of the Conversion Notes to effect a sale thereof in compliance with Rule 144A under the Securities Act as soon as practicable after the Conversion Date. In addition, at its own cost, the Borrower shall prepare and, not later than 350 within 45 days (or if the 350th day is not a business day, the first business day thereafter) after the date of delivery of the Offered Securities (the “Delivery Conversion Date”), file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Exchange Offer Registration Statement”) on an appropriate form under the Securities Act of 1933, as amended (the “Securities Act”), with respect to a proposed offer (the “"Registered Exchange Offer”") to the Holders of Transfer Restricted Securities (as defined in Section 6(d) hereof), who are not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer, Conversion Notes to issue and deliver to such Holders, in exchange for the Offered SecuritiesConversion Notes, a like aggregate principal amount of debt securities of the Company issued under the Indenture and Borrower identical in all material respects to the Offered Securities (except for the removal of transfer restrictions relating to the Offered Securities and the provisions relating to the matters described in Section 6 hereof) Conversion Notes (the “Exchange Securities”"Registered Conversion Notes"). The Company , shall use its commercially reasonable efforts to cause such Exchange Offer Registration Statement registration statement to become effective under the Securities Act within 410 as soon as practical after filing and in any event no later than 120 days (or if the 410th day is not a business day, the first business day thereafter) after the Delivery Conversion Date (an “and, upon the effectiveness deadline”) and of that registration statement, shall use its commercially reasonable efforts to keep the Exchange Offer Registration Statement effective for not less than 20 business days (or longer, if required by applicable law) after the date notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “Exchange Offer Registration Period”). If the Company commences the Registered Exchange Offer, the Company (i) will be entitled to close the Registered Exchange Offer 20 business days after such commencement provided that the Company has accepted all the Offered Securities theretofore validly tendered in accordance with the terms of commence the Registered Exchange Offer and shall cause the same to remain open for such period of time (ii) shall use commercially reasonable efforts to consummate the Registered Exchange Offer but no later longer than 40 30 days (or longer if required by applicable law) after the date on which the Exchange Offer Registration Statement is declared effective (or if the 40th day is not a business day, the first business day thereafter) (such 40th day (or first business day thereafter) being the “Consummation Deadline”). Following the declaration commencement of the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer), and to be conducted in accordance with such procedures, as may be required by the applicable provisions of the Exchange Act, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities electing to exchange the Offered Securities such Conversion Notes for Exchange Securities Registered Conversion Notes (assuming that such Holder is not an affiliate Affiliate of the Company within the meaning of the Securities Act (or if it is an affiliate, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable)Borrower, acquires the Exchange Securities Registered Conversion Notes in the ordinary course of such Holder’s business, is not a broker-dealer tendering Offered Securities acquired directly from the Company for its own account and is not engaged in, and does not intend to engage in, 's business and has no arrangement or understanding arrangements with any person to participate in the distribution of the Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange OfferConversion Notes) to trade such Exchange Securities Registered Conversion Notes from and after their receipt without any limitations or restrictions under the Securities Act or the Exchange Act and without material restrictions under the securities laws of the several states of the United States. The Company acknowledges that, pursuant to current interpretations by the Commission’s staff of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom, (i) each Holder which is a broker-dealer electing to exchange Offered Securities, acquired for its own account as a result of market making activities or other trading activities, for Exchange Securities (an “Exchanging Dealer”), is required to deliver a prospectus containing the information set forth in (a) Annex A hereto on the cover, (b) Annex B hereto in the “Exchange Offer Procedures” section and the “Purpose of the Exchange Offer” section, and (c) Annex C hereto in the “Plan of Distribution” section of such prospectus in connection with a sale of any such Exchange Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) if a Purchaser elects to sell Exchange Securities acquired in exchange for Offered Securities constituting any portion of an unsold allotment, it is required to deliver a prospectus containing the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale. The Company shall use its commercially reasonable efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the prospectus contained therein, in order to permit such prospectus to be lawfully delivered by all persons subject to the prospectus delivery requirements of the Securities Act for such period of time as such persons must comply with such requirements in order to resell the Exchange Securities; provided, however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or a Purchaser, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers and the Purchasers have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Company shall make such prospectus and any amendment or supplement thereto, available to any broker-dealer for use in connection with any resale of any Exchange Securities for a period of not less than 90 days after the consummation of the Registered Exchange Offer. If, upon consummation of the Registered Exchange Offer, any Purchaser holds Offered Securities acquired by it as part of its initial distribution, the Company, simultaneously with the delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and deliver to such Purchaser upon the written request of such Purchaser, in exchange (the “Private Exchange”) for the Offered Securities held by such Purchaser, a like principal amount of debt securities of the Company issued under the Indenture and identical in all material respects (including the existence of restrictions on transfer under the Securities Act and the securities laws substantial proportion of the several states of the United States, but excluding provisions relating to the matters described in Section 6 hereof) to the Offered Securities (the “Private Exchange Securities”). The Offered Securities, the Exchange Securities and the Private Exchange Securities are herein collectively called the “Securities.” In connection with the Registered Exchange Offer, the Company shall:

Registered Exchange Offer. Unless not permitted by applicable law, the The Company shall, at its own cost, prepare and, not later than 350 180 days (or if the 350th 180th day is not a business day, the first business day thereafter) after the date of delivery original issue of the Offered Initial Securities (the “Delivery Issue Date”), file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Exchange Offer Registration Statement”) on an appropriate form under the Securities Act of 1933, as amended (the “Securities Act”), with respect to a proposed offer (the “Registered Exchange Offer”) to the Holders of Transfer Restricted Securities (as defined in Section 6(d) hereof), who are not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Offered Initial Securities, a like an equal aggregate principal amount of debt securities (the “Exchange Securities”) of the Company Issuer issued under the Indenture and identical in all material respects to the Offered Initial Securities (except for the removal of transfer restrictions relating to the Offered Initial Securities and the provisions relating to the matters described in Section 6 hereof) (that would be registered under the “Exchange Securities”)Securities Act. The Company shall use its commercially reasonable best efforts to cause such Exchange Offer Registration Statement to become effective under the Securities Act within 410 270 days (or if the 410th 270th day is not a business day, the first business day thereafter) after the Delivery Issue Date (an “effectiveness deadline”) and shall use its commercially reasonable efforts to keep the Exchange Offer Registration Statement effective for not less than 20 business 30 days (or longer, if required by applicable law) after the date notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “Exchange Offer Registration Period”). If the Company commences effects the Registered Exchange Offer, the Company (i) will be entitled to close the Registered Exchange Offer 20 business 30 days after such the commencement thereof; provided that the Company has accepted all the Offered Initial Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer and (ii) shall use commercially reasonable efforts to consummate the Registered Exchange Offer no later than 40 days (or longer if required by applicable law) Offer. As soon as practicable after the date on which the Exchange Offer Registration Statement is declared effective (or if the 40th day is not a business day, the first business day thereafter) (such 40th day (or first business day thereafter) being the “Consummation Deadline”). Following the declaration of the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities (as defined in Section 6(d) hereof) electing to exchange the Offered Initial Securities for Exchange Securities (assuming that such Holder is not an affiliate of the Company within the meaning of the Securities Act (or if it is an affiliate, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable)Act, acquires the Exchange Securities in the ordinary course of such Holder’s business, is not a broker-dealer tendering Offered Securities acquired directly from the Company for its own account and is not engaged in, and does not intend to engage in, business and has no arrangement or understanding arrangements with any person to participate in the distribution of the Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States. The Company acknowledges that, pursuant to current interpretations by the Commission’s staff of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom, (i) each Holder which is a broker-dealer electing to exchange Offered Initial Securities, acquired for its own account as a result of market market-making activities or other trading activities, for Exchange Securities (an “Exchanging Dealer”), is required to deliver a prospectus containing the information set forth in (a) Annex A hereto on the cover, (b) Annex B hereto in the “Exchange Offer Procedures” section and the “Purpose of the Exchange Offer” section, and (c) Annex C hereto in the “Plan of Distribution” section of such prospectus in connection with a sale of any such Exchange Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) if a Purchaser elects the Initial Purchasers elect to sell Exchange Securities acquired in exchange for Offered Initial Securities constituting any portion of an unsold allotment, it is the Initial Purchasers will be required to deliver a prospectus containing the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale. The Company shall use its commercially reasonable best efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the prospectus contained therein, in order to permit such prospectus to be lawfully delivered by all persons subject to the prospectus delivery requirements of the Securities Act for such period of time as such persons must comply with such requirements in order to resell the Exchange Securities; provided, however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or a Purchaserthe Initial Purchasers, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers and the Initial Purchasers have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Company shall make such prospectus and any amendment or supplement thereto, available to any broker-dealer for use in connection with any resale of any Exchange Securities for a period of not less than 90 180 days after the consummation of the Registered Exchange Offer. If, upon consummation of the Registered Exchange Offer, any Initial Purchaser holds Offered Initial Securities acquired by it as part of its initial distribution, the Company, simultaneously with the delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and deliver to such Initial Purchaser upon the written request of such Initial Purchaser, in exchange (the “Private Exchange”) for the Offered Initial Securities held by such Initial Purchaser, a like an equal principal amount of debt securities of the Company issued under the Indenture and identical in all material respects (including the existence of restrictions on transfer under the Securities Act and the securities laws of the several states of the United States, but excluding provisions relating to the matters described in Section 6 hereof) to the Offered Initial Securities (the “Private Exchange Securities”). The Offered Initial Securities, the Exchange Securities and the Private Exchange Securities are herein collectively called the “Securities.” ”. In connection with the Registered Exchange Offer, the Company shall:

Registered Exchange Offer. Unless not permitted by applicable lawlaw (after the Company has complied with the ultimate paragraph of this Section 1), the Company shall, at its own cost, shall prepare and, not later than 350 120 days (or if the 350th such 120th day is not being a business day, the first business day thereafter"Filing Deadline") after the date of delivery of on which the Offered Initial Purchasers purchase the Initial Securities pursuant to the Purchase Agreement (the “Delivery "Closing Date”"), file with the Securities and Exchange Commission (the “"Commission”") a registration statement (the “"Exchange Offer Registration Statement”") on an appropriate form under the Securities Act of 1933, as amended (the “"Securities Act”"), with respect to a proposed offer (the “"Registered Exchange Offer”") to the Holders of Transfer Restricted Securities (as defined in Section 6(d) 6 hereof), who are not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Offered Initial Securities, a debt securities of the Company, issued under the Indenture, in like aggregate principal amount of debt securities of the Company issued under the Indenture and at maturity, identical in all material respects to the Offered Securities (except for the removal of transfer restrictions relating to the Offered Initial Securities and registered under the provisions relating to the matters described in Section 6 hereof) Securities Act (the “"Exchange Securities”"). The Company shall use its commercially reasonable best efforts to (i) cause such Exchange Offer Registration Statement to become effective under the Securities Act within 410 180 days (or if the 410th day is not a business day, the first business day thereafter) after the Delivery Closing Date (such 180th day being an “effectiveness deadline”"Effectiveness Deadline") and shall use its commercially reasonable efforts to (ii) keep the Exchange Offer Registration Statement effective for not less than 20 business 30 days (or longer, if required by applicable law) after the date notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “"Exchange Offer Registration Period”"). If the Company commences the Registered Exchange Offer, the Company (i) will be entitled to close consummate the Registered Exchange Offer 20 business 30 days after such commencement (provided that the Company has accepted all the Offered Initial Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer Offer) and (ii) shall use commercially reasonable efforts will be required to consummate the Registered Exchange Offer no later than 40 days (or longer if required by applicable law) after the date on which the Exchange Offer Registration Statement is declared effective (or if the 40th day is not a business day, the first business day thereafter) (such 40th day (or first business day thereafter) being the “"Consummation Deadline”"). Following the declaration of the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities electing to exchange the Offered Initial Securities for Exchange Securities (assuming that such Holder is not an affiliate of the Company within the meaning of the Securities Act (or if it is an affiliate, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable)Act, acquires the Exchange Securities in the ordinary course of such Holder’s business, is not a broker-dealer tendering Offered Securities acquired directly from the Company for its own account and is not engaged in, and does not intend to engage in, 's business and has no arrangement or understanding arrangements with any person to participate in the distribution of the Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States. The Company acknowledges that, pursuant to current interpretations by the Commission’s staff of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom, (i) each Holder which is a broker-dealer electing to exchange Offered Securities, acquired for its own account as a result of market making activities or other trading activities, for Exchange Securities (an “Exchanging Dealer”), is required to deliver a prospectus containing the information set forth in (a) Annex A hereto on the cover, (b) Annex B hereto in the “Exchange Offer Procedures” section and the “Purpose of the Exchange Offer” section, and (c) Annex C hereto in the “Plan of Distribution” section of such prospectus in connection with a sale of any such Exchange Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) if a Purchaser elects to sell Exchange Securities acquired in exchange for Offered Securities constituting any portion of an unsold allotment, it is required to deliver a prospectus containing the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale. The Company shall use its commercially reasonable efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the prospectus contained therein, in order to permit such prospectus to be lawfully delivered by all persons subject to the prospectus delivery requirements of the Securities Act for such period of time as such persons must comply with such requirements in order to resell the Exchange Securities; provided, however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or a Purchaser, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers and the Purchasers have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Company shall make such prospectus and any amendment or supplement thereto, available to any broker-dealer for use in connection with any resale of any Exchange Securities for a period of not less than 90 days after the consummation of the Registered Exchange Offer. If, upon consummation of the Registered Exchange Offer, any Purchaser holds Offered Securities acquired by it as part of its initial distribution, the Company, simultaneously with the delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and deliver to such Purchaser upon the written request of such Purchaser, in exchange (the “Private Exchange”) for the Offered Securities held by such Purchaser, a like principal amount of debt securities of the Company issued under the Indenture and identical in all material respects (including the existence of restrictions on transfer under the Securities Act and the securities laws of the several states of the United States, but excluding provisions relating to the matters described in Section 6 hereof) to the Offered Securities (the “Private Exchange Securities”). The Offered Securities, the Exchange Securities and the Private Exchange Securities are herein collectively called the “Securities.” In connection with the Registered Exchange Offer, the Company shall:

Registered Exchange Offer. Unless not permitted by applicable law, the Company shall, at shall use its own cost, reasonable best efforts to prepare and, not later than 350 and within 150 days (or if the 350th such 150th day is not being a business day, the first business day thereafter"FILING DEADLINE") after the date of delivery of on which the Offered Initial Purchaser purchases the Initial Securities pursuant to the Purchase Agreement (the “Delivery Date”"CLOSING DATE"), file with the Securities and Exchange Commission (the “Commission”"COMMISSION") a registration statement (the “Exchange Offer Registration Statement”"EXCHANGE OFFER REGISTRATION STATEMENT") on an appropriate form under the Securities Act of 1933, as amended (the “Securities Act”"SECURITIES ACT"), with respect to a proposed offer (the “Registered Exchange Offer”"REGISTERED EXCHANGE OFFER") to the Holders of Transfer Restricted Securities (as defined in Section 6(d) 7 hereof), who are not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Offered Initial Securities, a like aggregate principal amount of debt securities of the Company issued under the Indenture and Indenture, identical in all material respects to the Offered Securities (except for the removal of transfer restrictions relating to the Offered Initial Securities and registered under the provisions relating to the matters described in Section 6 hereof) Securities Act (the “Exchange Securities”"EXCHANGE SECURITIES"). The Company shall use its commercially reasonable best efforts to (i) cause such Exchange Offer Registration Statement to become effective under the Securities Act within 410 240 days (or if the 410th day is not a business day, the first business day thereafter) after the Delivery Closing Date (such 240th day being an “effectiveness deadline”"EFFECTIVENESS DEADLINE"), (ii) cause the Registered Exchange Offer to be consummated no later than 270 days after the Closing Date (the "CONSUMMATION DEADLINE"), and shall use its commercially reasonable efforts to (iii) keep the Exchange Offer Registration Statement effective for not less than 20 business 30 days (or longer, if required by applicable law) after the date notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “Exchange Offer Registration Period”). If the Company commences the Registered Exchange Offer, the Company (i) will be entitled to close the Registered Exchange Offer 20 business days after such commencement provided that the Company has accepted all the Offered Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer and (ii) shall use commercially reasonable efforts to consummate the Registered Exchange Offer no later than 40 days (or longer if required by applicable law) after the date on which the Exchange Offer Registration Statement is declared effective (or if the 40th day is not a business day, the first business day thereafter) (such 40th day (or first business day thereafter) being the “Consummation Deadline”"EXCHANGE OFFER REGISTRATION PERIOD"). Following the declaration of the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities electing to exchange the Offered Initial Securities for Exchange Securities (assuming that such Holder (i) is not an affiliate of the Company within the meaning of the Securities Act Act, (or if it is an affiliate, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable), ii) acquires the Exchange Securities in the ordinary course of such Holder’s business, is not a broker-dealer tendering Offered Securities acquired directly from the Company for its own account 's business and is not engaged in, and does not intend to engage in, and (iii) has no arrangement or understanding arrangements with any person to participate in the distribution of the Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States. The Company acknowledges that, pursuant to current interpretations by the Commission’s 's staff of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom, (i) each Holder which is a broker-dealer electing to exchange Offered Initial Securities, acquired for its own account as a result of market making activities or other trading activities, for Exchange Securities (an “Exchanging Dealer”"EXCHANGING DEALER"), is required to deliver a prospectus containing the information substantially in the form set forth in (aA) Annex A hereto on the cover, (bB) Annex B hereto in the “"Exchange Offer Procedures” " section and the “"Purpose of the Exchange Offer” " section, and (cC) Annex C hereto in the “"Plan of Distribution” " section of such prospectus in connection with a sale of any such Exchange Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) if a the Initial Purchaser elects to sell Exchange Securities (as defined below) acquired in exchange for Offered Initial Securities constituting any portion of an unsold allotment, it is will be required to deliver a prospectus containing the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale. The Company shall use its commercially reasonable best efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the prospectus contained therein, in order to permit such prospectus to be lawfully delivered by all persons subject to the prospectus delivery requirements of the Securities Act for such period of time as such persons must comply with such requirements in order to resell the Exchange Securities; provided, however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or a the Initial Purchaser, such period shall be the lesser of 180 90 days and the date on which all Exchanging Dealers and the Purchasers Initial Purchaser have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Company shall make such prospectus and any amendment or supplement thereto, thereto available to any broker-dealer for use in connection with any resale of any Exchange Securities for a period of not less than 90 days after the consummation of the Registered Exchange Offer. If, upon consummation of the Registered Exchange Offer, any the Initial Purchaser holds Offered Initial Securities acquired by it as part of its initial distribution, the Company, simultaneously with the delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and deliver to such the Initial Purchaser upon the written request of such the Initial Purchaser, in exchange (the “Private Exchange”"PRIVATE EXCHANGE") for the Offered Initial Securities held by such the Initial Purchaser, a like principal amount of debt securities of the Company issued under the Indenture and identical in all material respects (including the existence of restrictions on transfer under the Securities Act and the securities laws of the several states of the United States, but excluding provisions relating to the matters described in Section 6 hereof) to the Offered Initial Securities (the “Private Exchange Securities”"PRIVATE EXCHANGE SECURITIES"). The Offered Initial Securities, the Exchange Securities and the Private Exchange Securities are herein collectively called the “Securities.” "SECURITIES". In connection with the Registered Exchange Offer, the Company shall:

Registered Exchange Offer. Unless not permitted by applicable lawlaw (after the Company has complied with the ultimate paragraph of this Section 1), the Company shall, at its own cost, shall prepare and, not later than 350 90 days (or if the 350th such 90th day is not being a business day, the first business day thereafter"Filing Deadline") after the date of delivery of on which the Offered Initial Purchasers purchase the Initial Securities pursuant to the Purchase Agreement (the “Delivery "Closing Date”"), file with the Securities and Exchange Commission (the “"Commission”") a registration statement (the “"Exchange Offer Registration Statement”") on an appropriate form under the Securities Act of 1933, as amended (the “"Securities Act”"), with respect to a proposed offer (the “"Registered Exchange Offer”") to the Holders of Transfer Restricted Securities (as defined in Section 6(d) 6 hereof), who are not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Offered Initial Securities, a like aggregate principal amount of debt securities of the Company issued under the Indenture and Indenture, identical in all material respects to the Offered Securities (except for the removal of transfer restrictions relating to the Offered Initial Securities and registered under the provisions relating to the matters described in Section 6 hereof) Securities Act (the “"Exchange Securities”"). The Company shall use its commercially reasonable best efforts to (i) cause such Exchange Offer Registration Statement to become effective under the Securities Act within 410 180 days (or if the 410th day is not a business day, the first business day thereafter) after the Delivery Closing Date (such 180th day being an “effectiveness deadline”"Effectiveness Deadline") and shall use its commercially reasonable efforts to (ii) keep the Exchange Offer Registration Statement effective for not less than 20 business 30 days (or longer, if required by applicable law) after the date notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “"Exchange Offer Registration Period”"). If the Company commences the Registered Exchange Offer, the Company (i) will be entitled to close consummate the Registered Exchange Offer 20 30 business days after such commencement (provided that the Company has accepted all the Offered Initial Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer Offer) and (ii) shall use commercially reasonable efforts will be required to consummate the Registered Exchange Offer no later than 40 30 business days (or longer if required by applicable law) after the date on which the Exchange Offer Registration Statement is declared effective (or if the 40th day is not a business day, the first such 30th business day thereafter) (such 40th day (or first business day thereafter) being the “"Consummation Deadline”"). Following the declaration of the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly as soon as practicable commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities electing to exchange the Offered Initial Securities for Exchange Securities (assuming that such Holder is not an affiliate of the Company within the meaning of the Securities Act (or if it is an affiliate, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable)Act, acquires the Exchange Securities in the ordinary course of such Holder’s business, is not a broker-dealer tendering Offered Securities acquired directly from the Company for its own account and is not engaged in, and does not intend to engage in, 's business and has no arrangement or understanding arrangements with any person to participate in the distribution of the Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States. The Company acknowledges that, pursuant to current interpretations by the Commission’s 's staff of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom, (i) each Holder which is a broker-dealer electing to exchange Offered Initial Securities, acquired for its own account as a result of market making activities or other trading activities, for Exchange Securities (an “"Exchanging Dealer”"), is required to deliver a prospectus containing the information set forth in (a) Annex A hereto on the cover, (b) Annex B hereto in the “"Exchange Offer Procedures” " section and the “"Purpose of the Exchange Offer” " section, and (c) Annex C hereto in the “"Plan of Distribution” " section of such prospectus in connection with a sale of any such Exchange Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) if a an Initial Purchaser that elects to sell Exchange Securities (as defined below) acquired in exchange for Offered Initial Securities constituting any portion of an unsold allotment, it is required to deliver a prospectus containing the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale. The Company shall use its commercially reasonable best efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the prospectus contained therein, in order to permit such prospectus to be lawfully delivered by all persons subject to the prospectus delivery requirements of the Securities Act for such period of time as such persons must comply with such requirements in order to resell the Exchange Securities; provided, however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or a an Initial Purchaser, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers and the Initial Purchasers have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Company shall make such prospectus and any amendment or supplement thereto, thereto available to any broker-dealer for use in connection with any resale of any Exchange Securities for a period of not less than 90 180 days after the consummation of the Registered Exchange Offer; provided further, that during such period the Company may suspend the availability of the Exchange Offer Registration Statement, without being required to pay any Additional Interest, upon written notice to the Initial Purchasers, the Holders of Transfer Restricted Securities and each Exchanging Dealer (which notice shall be accompanied by an instruction to suspend the use of any prospectus), for 60 days in any calendar year (each such period, a "Suspension Period") if there is a possible acquisition, business combination, other similar transaction, business development, or event involving the Company that would require the disclosure thereof in the Exchange Offer Registration Statement and the Company reasonably determines in the exercise of its good faith judgment that such disclosure, at such time, would have a material adverse effect on the business, operations or prospects of the Company; provided that such written notice will be sufficient if it only refers to this paragraph and provides notice that a Suspension Period has occurred and instructs the recipient not to use any prospectus until further notice. If, upon consummation of the Registered Exchange Offer, any Initial Purchaser holds Offered Initial Securities acquired by it as part of its initial distribution, the Company, simultaneously with the delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and deliver to such Initial Purchaser upon the written request of such Initial Purchaser, in exchange (the “"Private Exchange”") for the Offered Initial Securities held by such Initial Purchaser, a like principal amount of debt securities of the Company issued under the Indenture and identical in all material respects (including the existence of restrictions on transfer under the Securities Act and the securities laws of the several states of the United States, but excluding provisions relating to the matters described in Section 6 hereof) to the Offered Initial Securities (the “"Private Exchange Securities”"). The Offered Initial Securities, the Exchange Securities and the Private Exchange Securities are herein collectively called the “"Securities.” ". In connection with the Registered Exchange Offer, the Company shall:

Registered Exchange Offer. Unless not permitted by applicable law, the The Company shall, at its own cost, prepare and, not later than 350 120 days after (or if the 350th 120th day is not a business day, the first business day thereafter) after the date of delivery original issue of the Offered Initial Securities (the “Delivery Issue Date”), file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Exchange Offer Registration Statement”) on an appropriate form under the Securities Act of 1933, as amended (the “Securities Act”), with respect to a proposed offer (the “Registered Exchange Offer”) to the Holders of Transfer Restricted Securities (as defined in Section 6(d) 6 hereof), who are not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Offered Initial Securities, a like aggregate principal amount of debt securities (the “Exchange Securities”) of the Company issued under the Indenture and identical in all material respects to the Offered Initial Securities (except for the removal of transfer restrictions relating to the Offered Initial Securities and the provisions relating to the matters described in Section 6 hereof) (that would be registered under the “Exchange Securities”)Securities Act. The Company shall use its commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective under the Securities Act within 410 270 days (or if the 410th 270th day is not a business day, the first business day thereafter) after the Delivery Issue Date (an “effectiveness deadline”) of the Initial Securities and shall use its commercially reasonable efforts to keep the Exchange Offer Registration Statement effective for not less than 20 business 30 days (or longer, if required by applicable law) after the date notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “Exchange Offer Registration Period”). If the Company commences effects the Registered Exchange Offer, the Company (i) will be entitled to close the Registered Exchange Offer 20 business 30 days after such the commencement thereof provided that the Company has accepted all the Offered Initial Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer and (ii) shall use commercially reasonable efforts to consummate the Registered Exchange Offer no later than 40 days (or longer if required by applicable law) after the date on which the Exchange Offer Registration Statement is declared effective (or if the 40th day is not a business day, the first business day thereafter) (such 40th day (or first business day thereafter) being the “Consummation Deadline”)Offer. Following As soon as reasonably practicable following the declaration of the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities (as defined in Section 6 hereof) electing to exchange the Offered Initial Securities for Exchange Securities (assuming that such Holder is not an affiliate of the Company within the meaning of the Securities Act (or if it is an affiliate, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable)Act, acquires the Exchange Securities in the ordinary course of such Holder’s business, is not a broker-dealer tendering Offered Securities acquired directly from the Company for its own account and is not engaged in, and does not intend to engage in, business and has no arrangement or understanding arrangements with any person to participate in the distribution of the Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States. The Company acknowledges that, pursuant to current interpretations by the Commission’s staff of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom, (i) each Holder which is a broker-dealer electing to exchange Offered Securities, acquired for its own account as a result of market making activities or other trading activities, for Exchange Securities (an “Exchanging Dealer”), is required to deliver a prospectus containing the information set forth in (a) Annex A hereto on the cover, (b) Annex B hereto in the “Exchange Offer Procedures” section and the “Purpose of the Exchange Offer” section, and (c) Annex C hereto in the “Plan of Distribution” section of such prospectus in connection with a sale of any such Exchange Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) if a an Initial Purchaser that elects to sell Exchange Securities acquired in exchange for Offered Securities constituting any portion of an unsold allotment, it allotment is required to deliver a prospectus containing the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale. The Company shall use its commercially reasonable efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the prospectus contained therein, in order to permit such prospectus to be lawfully delivered by all persons subject to the prospectus delivery requirements of the Securities Act for such period of time as such persons must comply with such requirements in order to resell the Exchange Securities; provided, however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or a an Initial Purchaser, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers and the Initial Purchasers have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) upon request, the Company shall make such prospectus and any amendment or supplement thereto, available to any broker-dealer for use in connection with any resale of any Exchange Securities for a period of not less than 90 days after the consummation of the Registered Exchange Offer. If, upon consummation of the Registered Exchange Offer, any Initial Purchaser holds Offered Initial Securities acquired by it as part of its initial distribution, the Company, simultaneously with the delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and deliver to such Initial Purchaser upon the written request of such Initial Purchaser, in exchange (the “Private Exchange”) for the Offered Initial Securities held by such Initial Purchaser, a like principal amount of debt securities of the Company issued under the Indenture and identical in all material respects (including the existence of restrictions on transfer under the Securities Act and the securities laws of the several states of the United States, but excluding provisions relating to the matters described in Section 6 hereof) to the Offered Initial Securities (the “Private Exchange Securities”). The Offered Initial Securities, the Exchange Securities and the Private Exchange Securities are herein collectively called the “Securities.” ”. In connection with the Registered Exchange Offer, the Company shall:

Registered Exchange Offer. Unless not permitted by applicable lawlaw (after the Company has complied with the ultimate paragraph of this Section 1), the Company shall, at its own cost, shall prepare and, not later than 350 90 days (or if the 350th such 90th day is not being a business day, the first business day thereafter“Filing Deadline”) after the date of delivery of on which the Offered Initial Purchasers purchase the Initial Securities pursuant to the Purchase Agreement (the “Delivery Closing Date”), file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Exchange Offer Registration Statement”) on an appropriate form under the Securities Act of 1933, as amended (the “Securities Act”), with respect to a proposed offer (the “Registered Exchange Offer”) to the Holders of Transfer Restricted Securities (as defined in Section 6(d) 6 hereof), who are not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Offered Initial Securities, a like aggregate principal amount of debt securities of the Company issued under the Indenture and Indenture, identical in all material respects to the Offered Securities (except for the removal of transfer restrictions relating to the Offered Initial Securities and registered under the provisions relating to the matters described in Section 6 hereof) Securities Act (the “Exchange Securities”), except that the Exchange Securities will not be subject to restrictions on transfer, any increase in annual interest rate for failure to comply with this Agreement or additional registration rights. The Company shall use its commercially reasonable efforts to (i) cause such Exchange Offer Registration Statement to become effective under the Securities Act within 410 180 days (or if the 410th day is not a business day, the first business day thereafter) after the Delivery Closing Date (such 180th day being an “effectiveness deadlineExchange Offer Registration Effectiveness Target Date”) and shall use its commercially reasonable efforts to (ii) keep the Exchange Offer Registration Statement effective for not less than 20 business days (or longer, if required by applicable law) after the date notice of the Registered Exchange Offer is mailed to the Holders (such period being called Holders. Unless the “Exchange Offer Registration Period”). If the Company commences the Registered Exchange Offerwould not be permitted by applicable law or Commission policy, the Company (i) will be entitled to close the Registered Exchange Offer 20 business days after such commencement provided that the Company has accepted all the Offered Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer and (ii) shall use commercially reasonable efforts to consummate the Registered Exchange Offer no later than 40 issue on or prior to 210 days (or longer if required by applicable law) after the date on which Closing Date, Exchange Securities in exchange for all of the Initial Securities tendered prior thereto in the Exchange Offer Registration Statement is declared effective (or if the 40th day is not a business day, the first business day thereafter) (such 40th day (or first business day thereafter) being the “Consummation Deadline”)Offer. Following the declaration of the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly use commercially reasonable efforts to commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities electing to exchange the Offered Initial Securities for Exchange Securities (assuming that such Holder is not an affiliate of the Company within the meaning of the Securities Act (or if it is an affiliate, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable)Act, acquires the Exchange Securities in the ordinary course of such Holder’s business, is not a broker-dealer tendering Offered Securities acquired directly from the Company for its own account and is not engaged in, and does not intend to engage in, business and has no arrangement arrangements or understanding understandings with any person to participate in the distribution of the Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States. The Company acknowledges that, pursuant to current interpretations by the Commission’s staff of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom, (i) each Holder which is a broker-dealer electing to exchange Offered Initial Securities, acquired for its own account as a result of market market-making activities or other trading activities, for Exchange Securities (an “Exchanging Dealer”), is required to deliver a prospectus containing the information set forth in (a) Annex A hereto on the cover, (b) Annex B hereto in the “Exchange Offer Procedures” section and the “Purpose of the Exchange Offer” section, and (c) Annex C hereto in the “Plan of Distribution” section of such prospectus in connection with a sale of any such Exchange Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) if a an Initial Purchaser that elects to sell Exchange Securities (as defined below) acquired in exchange for Offered Initial Securities constituting any portion of an unsold allotmentallotment (an “Exchanging Initial Purchaser”), it is required to deliver a prospectus containing the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale. All references in this Agreement to “prospectus” shall, except when the context otherwise requires, include any prospectus (or amendment or supplement thereto) filed with the Commission pursuant to Section 3 of this Agreement. The Company shall use its commercially reasonable efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the prospectus contained therein, in order to permit such prospectus to be lawfully delivered by all persons subject to the prospectus delivery requirements of the Securities Act for such period of time as such persons must comply with such requirements in order to resell the Exchange Securities; provided, however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or a an Exchanging Initial Purchaser, such period (the “Exchange Offer Effectiveness Period”) shall be the lesser of 180 days after the consummation of the Exchange Offer and the date on which all Exchanging Dealers and the Exchanging Initial Purchasers have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below) (it being understood that any such Exchanging Initial Purchaser or Exchanging Dealer shall, upon request, promptly notify the Company whether such party has sold all Exchange Securities held by it) and (ii) the Company shall make such prospectus and any amendment or supplement thereto, thereto available to any broker-dealer for use in connection with any resale of any Exchange Securities for a period of not less than 90 days after during the consummation of the Registered Exchange OfferOffer Effectiveness Period. If, upon consummation of the Registered Exchange Offer, any Initial Purchaser holds Offered Initial Securities acquired by it as part of its initial distribution, the Company, simultaneously with the delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and deliver to such Initial Purchaser upon the written request of such Initial Purchaser, in exchange (the “Private Exchange”) for the Offered Initial Securities held by such Initial Purchaser, a like principal amount of debt securities of the Company issued under the Indenture and identical in all material respects (including the existence of restrictions on transfer under the Securities Act and the securities laws of the several states of the United States, but excluding provisions relating to the matters described in Section 6 hereof) to the Offered Initial Securities (the “Private Exchange Securities”). The Offered Initial Securities, the Exchange Securities and the Private Exchange Securities are herein collectively called the “Securities.” In connection with the Registered Exchange Offer, the Company shall:

Registered Exchange Offer. Unless not permitted by applicable law, the The Company shall, at its own cost, prepare and, not later than 350 120 days (or if the 350th such 120th day is not being a business day, the first business day thereafter"FILING DEADLINE") after the date of delivery of on which the Offered Initial Purchasers purchase the Initial Securities pursuant to the Purchase Agreement (the “Delivery Date”"CLOSING DATE"), file with the Securities and Exchange Commission (the “Commission”"COMMISSION") a registration statement (the “Exchange Offer Registration Statement”"EXCHANGE OFFER REGISTRATION STATEMENT") on an appropriate form under the Securities Act of 1933, as amended (the “Securities Act”"SECURITIES ACT"), with respect to a proposed offer (the “Registered Exchange Offer”"REGISTERED EXCHANGE OFFER") to the Holders of Transfer Restricted Securities (as defined in Section 6(d) 7 hereof), who are not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Offered Initial Securities, a like aggregate principal amount of debt securities of the Company issued under the Indenture and identical in all material respects to the Offered Initial Securities (except for the removal of transfer restrictions relating to the Offered Initial Securities and the provisions relating to the matters described in Section 6 7 hereof) and registered under the Securities Act (the “Exchange Securities”"EXCHANGE SECURITIES"). The Company shall use its commercially reasonable efforts (i) to cause such Exchange Offer Registration Statement to become effective under the Securities Act within 410 210 days (or if the 410th day is not a business day, the first business day thereafter) after the Delivery Closing Date (such 210th day being an “effectiveness deadline”"EFFECTIVENESS DEADLINE") and shall use its commercially reasonable efforts to (ii) keep the Exchange Offer Registration Statement effective for not less than 20 business 30 days (or longer, if required by applicable law) after the date notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “Exchange Offer Registration Period”"EXCHANGE OFFER REGISTRATION PERIOD"). If the Company commences the Registered Exchange Offer, the Company (i) will be entitled to close the Registered Exchange Offer 20 business 30 days after such commencement (provided that the Company has accepted all the Offered Initial Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer Offer) and (ii) shall use commercially reasonable efforts will be required to consummate the Registered Exchange Offer no later than 40 days (or longer if required by applicable law) after the date on which the Exchange Offer Registration Statement is declared effective (or if the 40th day is not a business day, the first business day thereafter) (such 40th day (or first business day thereafter) being the “Consummation Deadline”"CONSUMMATION DEADLINE"). Following the declaration of the effectiveness of the Exchange Offer Registration Statement, the Company shall shall, as promptly as practicable, commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities (as defined in Section 7 hereof) electing to exchange the Offered Initial Securities for Exchange Securities (assuming that such Holder is not an affiliate of the Company within the meaning of the Securities Act (or if it is an affiliate, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable)Act, acquires the Exchange Securities in the ordinary course of such Holder’s business, is not a broker-dealer tendering Offered Securities acquired directly from the Company for its own account and is not engaged in, and does not intend to engage in, 's business and has no arrangement or understanding arrangements with any person to participate in the distribution of the Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States. The Company acknowledges that, pursuant to current interpretations by the Commission’s 's staff of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom, (i) each Holder (other than an Initial Purchaser who is not allowed to participate in the Registered Exchange Offer) which is a broker-dealer electing to exchange Offered Initial Securities, which it acquired for its own account as a result of market making activities or other trading activities, for Exchange Securities (an “Exchanging Dealer”"EXCHANGING DEALER"), is required to deliver a prospectus containing the information set forth in (a) Annex A hereto on the cover, (b) Annex B hereto in the “"Exchange Offer Procedures” " section and the “"Purpose of the Exchange Offer” " section, and (c) Annex C hereto in the “"Plan of Distribution” " section of such prospectus in connection with a sale of any such Exchange Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) if a an Initial Purchaser that elects to sell Exchange Securities acquired in exchange for Offered Initial Securities constituting any portion of an unsold allotment, it is required to deliver a prospectus containing the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale. The Company shall use its commercially reasonable efforts to keep the Exchange Offer Registration Statement effective and to shall amend and supplement the prospectus contained therein, in order to permit such prospectus to be lawfully delivered by all persons subject to the prospectus delivery requirements of the Securities Act for such period of time as such persons must comply with such requirements in order to resell the Exchange Securities; providedPROVIDED, howeverHOWEVER, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or a an Initial Purchaser, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers and the Initial Purchasers have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Company shall make such prospectus and any amendment or supplement thereto, thereto available to any broker-dealer for use in connection with any resale of any Exchange Securities for a period of not less than 90 180 days after the consummation of the Registered Exchange OfferOffer (or such shorter period during which such persons are required by applicable law to deliver such prospectus). If, upon consummation of the Registered Exchange Offer, any Initial Purchaser holds Offered Initial Securities acquired by it as part of its initial distribution, the Company, simultaneously with the delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and deliver to such Initial Purchaser upon the written request of such Initial Purchaser, in exchange (the “Private Exchange”"PRIVATE EXCHANGE") for the Offered Initial Securities held by such Initial Purchaser, a like principal amount of debt securities of the Company issued under the Indenture and identical in all material respects (including the existence of restrictions on transfer under the Securities Act and the securities laws of the several states of the United States, but excluding provisions relating to the matters described in Section 6 7 hereof) to the Offered Initial Securities (the “Private Exchange Securities”"PRIVATE EXCHANGE SECURITIES"). The Offered Initial Securities, the Exchange Securities and the Private Exchange Securities are herein collectively called the “Securities.” "SECURITIES". In connection with the Registered Exchange Offer, the Company shall:

Registered Exchange Offer. Unless not permitted by applicable law, the The Company shall, at shall use its own cost, best efforts to prepare and, not later than 350 days (or if the 350th day is not a business day, the first business day thereafter) after the date of delivery of the Offered Securities (the “Delivery Date”), and file with the Securities and Exchange Commission (the “"Commission”") a registration statement (the “"Exchange Offer Registration Statement”") on an appropriate form under the Securities Act of 1933, as amended (the “"Securities Act”"), with respect to a proposed an offer (the “"Registered Exchange Offer”") to the Holders of Transfer Restricted Securities Notes (as defined in Section 6(d) 6 hereof), who are not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Offered SecuritiesNotes, a like aggregate principal amount of debt securities (the "Exchange Notes") of the Company issued under the Indenture and identical in all material respects to the Offered Securities Notes (except for the removal of transfer restrictions relating to the Offered Notes) that would be registered under the Securities and the provisions relating to the matters described in Section 6 hereof) (the “Exchange Securities”)Act. The Company shall use its commercially reasonable best efforts to cause such Exchange Offer Registration Statement to become effective under the Securities Act within 410 150 days (or if the 410th day is not a business day, the first business day thereafter) after the Delivery Date (an “effectiveness deadline”) date of original issue of the Notes and shall use its commercially reasonable efforts to keep the Exchange Offer Registration Statement effective for not less than 20 business 30 days (or longer, if required by applicable law) after the date notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “"Exchange Offer Registration Period”"). If the Company commences effects the Registered Exchange Offer, the Company (i) will be entitled to close the Registered Exchange Offer 20 business 30 days after such the commencement thereof provided that the Company has accepted all the Offered Securities Notes theretofore validly tendered in accordance with the terms of the Registered Exchange Offer and (ii) shall use commercially reasonable efforts to consummate the Registered Exchange Offer no later than 40 days (or longer if required by applicable law) after the date on which the Exchange Offer Registration Statement is declared effective (or if the 40th day is not a business day, the first business day thereafter) (such 40th day (or first business day thereafter) being the “Consummation Deadline”)Offer. Following the declaration of the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities Notes (as defined below) electing to exchange the Offered Securities such Transfer Restricted Notes for Exchange Securities Notes (assuming that such Holder is not an affiliate of the Company within the meaning of the Securities Act (or if it is an affiliate, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable)Act, acquires the Exchange Securities Notes in the ordinary course of such Holder’s business, is not a broker-dealer tendering Offered Securities acquired directly from the Company for its own account and is not engaged in, and does not intend to engage in, 's business and has no arrangement or understanding arrangements with any person to participate in the distribution of the Exchange Securities Notes and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities Notes from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States. In connection with such Registered Exchange Offer, the Company shall use its best efforts to consummate the Registered Exchange Offer and shall comply with the applicable requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and other applicable laws and regulations in connection with the Registered Exchange Offer. The Company acknowledges that, pursuant to current interpretations by the Commission’s 's staff of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom, (i) each Holder which is a broker-dealer electing to exchange Offered SecuritiesNotes, acquired for its own account as a result of market market-making activities or other trading activities, for Exchange Securities Notes (an “"Exchanging Dealer”"), is required to deliver a prospectus containing the information set forth in (a) Annex A hereto on the cover, (b) in Annex B hereto in the “"Exchange Offer Procedures” " section and the “"Purpose of the Exchange Offer” " section, and (c) in Annex C hereto in the “"Plan of Distribution” " section of such prospectus in connection with a sale of any such Exchange Securities Notes received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) if a Purchaser elects the Purchasers are permitted to and elect to sell Exchange Securities Notes acquired in exchange for Offered Securities Notes constituting any portion of an unsold allotment, it is they are required to deliver a prospectus containing the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale. The Company shall include within the prospectus contained in the Exchange Offer Registration Statement a section entitled "Plan of Distribution", reasonably acceptable to the Purchasers, which shall contain a summary statement of the positions taken or policies made by the staff of the Commission with respect to the potential "underwriter" status of any broker-dealer that is the beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of Exchange Notes received by such broker-dealer in the Registered Exchange Offer (a "Participating Broker-Dealer"), whether such positions or policies have been publicly disseminated by the staff of the Commission or such positions or policies, in the reasonable judgment of the Purchasers based upon advice of counsel (which may be in-house counsel), represent the prevailing views of the staff of the Commission. The Company shall use its commercially reasonable best efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the prospectus contained therein, in order to permit such prospectus to be lawfully delivered by the Purchasers and all persons Exchanging Dealers subject to the prospectus delivery requirements of the Securities Act and shall make such prospectuses available to the Purchasers and such Exchanging Dealers for such period of time after the consummation of the Registered Exchange Offer as such persons must comply with such requirements in order to resell the Exchange SecuritiesNotes; providedPROVIDED, howeverHOWEVER, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or a Purchaser, such period shall be the lesser of 180 not exceed 120 days and the date on which all Exchanging Dealers and the Purchasers have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below) ); and, PROVIDED FURTHER, that such persons shall not be authorized by the Company to deliver and (ii) shall not deliver any such prospectus after the expiration of such period in connection with the resales contemplated by this paragraph. The Company shall make such prospectus available for a period of 90 days after the consummation of the Registered Exchange Offer, a copy of the prospectus, and any amendment or supplement thereto, available forming part of the Exchange Offer Registration Statement to any broker-dealer for use in connection with any resale of any Exchange Securities for a period of not less than 90 days after the consummation of the Registered Exchange OfferNotes. If, upon consummation of the Registered Exchange Offer, any Purchaser holds Offered Securities Notes acquired by it as part of its initial distribution, the Company, simultaneously with the delivery of the Exchange Securities Notes pursuant to the Registered Exchange Offer, shall issue and deliver to such Purchaser upon the written request of such Purchaser, in exchange (the “"Private Exchange”") for the Offered Securities Notes held by such Purchaser, a like principal amount of debt securities of the Company issued under the Indenture and identical in all material respects (including the existence of restrictions on transfer under the Securities Act and the securities laws of the several states of the United States, but excluding provisions relating to the matters described in Section 6 hereof) to the Offered Securities Notes (the “"Private Exchange Securities”Notes"). The Offered SecuritiesNotes, the Exchange Securities Notes and the Private Exchange Securities Notes are herein collectively called the “"Securities.” ". In connection with the Registered Exchange Offer, the Company shall:

Registered Exchange Offer. Unless not permitted by applicable law, the Company shall, at its own cost, shall prepare and, not later than 350 90 days (or if the 350th such 90th day is not being a business day, the first business day thereafter"FILING DEADLINE") after the date of delivery of on which the Offered Initial Purchasers purchase the Initial Securities pursuant to the Purchase Agreement (the “Delivery Date”"CLOSING DATE"), file with the Securities and Exchange Commission (the “Commission”"COMMISSION") a registration statement (the “Exchange Offer Registration Statement”"EXCHANGE OFFER REGISTRATION STATEMENT") on an appropriate form under the Securities Act of 1933, as amended (the “Securities Act”"SECURITIES ACT"), with respect to a proposed offer (the “Registered Exchange Offer”"REGISTERED EXCHANGE OFFER") to the Holders of Transfer Restricted Securities (as defined in Section 6(d) hereof), who are not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Offered Initial Securities, a like aggregate principal amount of debt securities of the Company issued under the Indenture and Indenture, identical in all material respects to the Offered Securities (except for the removal of transfer restrictions relating to the Offered Initial Securities and registered under the provisions relating to the matters described in Section 6 hereof) Securities Act (the “Exchange Securities”"EXCHANGE SECURITIES"). The Company shall use its commercially reasonable efforts to (i) cause such Exchange Offer Registration Statement to become effective under the Securities Act within 410 on or prior to 180 days (or if the 410th day is not a business day, the first business day thereafter) after the Delivery Closing Date (such 180th day being an “effectiveness deadline”"EFFECTIVENESS DEADLINE") and shall use its commercially reasonable efforts to (ii) keep the Exchange Offer Registration Statement effective for not less than 20 business days (or longer, if required by applicable law) after the date notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “Exchange Offer Registration Period”"EXCHANGE OFFER REGISTRATION PERIOD"). If the Company commences the Registered Exchange Offer, the Company (i) will be entitled to close the Registered Exchange Offer 20 business days after such commencement provided that the Company has accepted all the Offered Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer and (ii) shall use commercially reasonable efforts required to consummate the Registered Exchange Offer no later than 40 30 days (or longer if required by applicable law) after the date on which the Exchange Offer Registration Statement is declared effective (or if the 40th such 30th day is not a business day, the first business day thereafter) (such 40th day (or first business day thereafter) being the “Consummation Deadline”"CONSUMMATION DEADLINE"). Following the declaration of the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities electing to exchange the Offered Initial Securities for Exchange Securities (assuming that such Holder is not an affiliate of the Company within the meaning of the Securities Act (or if it is an affiliate, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable)Act, acquires the Exchange Securities in the ordinary course of such Holder’s business, is not a broker-dealer tendering Offered Securities acquired directly from the Company for its own account and is not engaged in, and does not intend to engage in, 's business and has no arrangement or understanding arrangements with any person to participate in the distribution of the Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States. The Company acknowledges that, pursuant to current interpretations by the Commission’s 's staff of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom, (i) each Holder which is a broker-dealer electing to exchange Offered Initial Securities, acquired for its own account as a result of market making activities or other trading activities, for Exchange Securities (an “Exchanging Dealer”"EXCHANGING DEALER"), is required to deliver a prospectus containing the information set forth in (a) Annex A hereto on the cover, (b) Annex B hereto in the “"Exchange Offer Procedures” " section and the “"Purpose of the Exchange Offer” " section, and (c) Annex C hereto in the “"Plan of Distribution” " section of such prospectus in connection with a sale of any such Exchange Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) if a an Initial Purchaser that elects to sell Exchange Securities acquired in exchange for Offered Initial Securities constituting any portion of an unsold allotment, it is required to deliver a prospectus containing the information required by Items Item 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale. The Company shall use its commercially reasonable efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the prospectus contained therein, in order to permit such prospectus to be lawfully delivered by all persons subject to the prospectus delivery requirements of the Securities Act for such period of time as such persons must comply with such requirements in order to resell the Exchange SecuritiesAct; provided, however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or a an Initial Purchaser, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers and the Initial Purchasers have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Company shall make such prospectus and any amendment or supplement thereto, thereto available to any broker-dealer for use in connection with any resale of any Exchange Securities for a period of not less than 90 180 days after the consummation of the Registered Exchange Offer. If, upon consummation of the Registered Exchange Offer, any Initial Purchaser holds Offered Initial Securities acquired by it as part of its initial distribution, the Company, simultaneously with the delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and deliver to such Initial Purchaser upon the written request of such Initial Purchaser, in exchange (the “Private Exchange”"PRIVATE EXCHANGE") for the Offered Initial Securities held by such Initial Purchaser, a like principal amount of debt securities of the Company issued under the Indenture and identical in all material respects (including the existence of restrictions on transfer under the Securities Act and the securities laws of the several states of the United States, but excluding provisions relating to the matters described in Section 6 hereof) to the Offered Initial Securities (the “Private Exchange Securities”"PRIVATE EXCHANGE SECURITIES"). The Offered Initial Securities, the Exchange Securities and the Private Exchange Securities are herein collectively called the “Securities"SECURITIES.” " In connection with the Registered Exchange Offer, the Company shall:

Registered Exchange Offer. Unless not permitted by applicable lawlaw (after the Company has complied with the ultimate paragraph of this Section 1), the Company shall, at its own cost, shall prepare and, not later than 350 90 days (or if the 350th such 90th day is not being a business day, the first business day thereafter"Filing Deadline") after the date of delivery of on which the Offered Securities Initial Purchasers purchase the Initial Notes pursuant to the Purchase Agreement (the “Delivery "Closing Date”"), file with the Securities and Exchange Commission (the “"Commission”") a registration statement (the “"Exchange Offer Registration Statement”") on an appropriate form under the Securities Act of 1933, as amended (the “"Securities Act”"), with respect to a proposed offer (the “"Registered Exchange Offer”") to the Holders of Transfer Restricted Securities Notes (as defined in Section 6(d) 6 hereof), who are not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Offered SecuritiesInitial Notes, a like aggregate principal amount of debt securities of the Company issued under the Indenture and Indenture, identical in all material respects to the Offered Initial Notes and registered under the Securities (except for the removal of transfer restrictions relating to the Offered Securities and the provisions relating to the matters described in Section 6 hereof) Act (the “"Exchange Securities”Notes"). The Company shall (i) use its commercially reasonable best efforts to cause such Exchange Offer Registration Statement to become be declared effective under the Securities Act within 410 180 days (or if the 410th day is not a business day, the first business day thereafter) after the Delivery Closing Date (such 180th day being an “"Effectiveness Deadline"); (ii) promptly following the effectiveness deadline”of the Exchange Offer Registration Statement, offer the Exchange Notes in exchange for surrender of the Initial Notes; and (iii) and shall use its commercially reasonable best efforts to keep the Registered Exchange Offer Registration Statement effective open for not less than 20 business 30 days (or longer, if required by applicable law) after the date notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “"Exchange Offer Registration Period”"). If When the Company commences the Registered Exchange Offer, the Company (i) will be entitled to close consummate the Registered Exchange Offer 20 business 30 days after such commencement (provided that the Company has accepted all the Offered Securities Initial Notes theretofore validly tendered in accordance with the terms of the Registered Exchange Offer Offer) and (ii) shall use commercially reasonable efforts will be required to consummate the Registered Exchange Offer no later than 40 days (on or longer if required by applicable law) before the 60th business day after the date on which the Exchange Offer Registration Statement is declared effective (or if the 40th day is not a business day, the first business day thereafter) (such 40th day (or first business day thereafter) being the “"Consummation Deadline”"). Following the declaration of the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities Notes electing to exchange the Offered Securities Initial Notes for Exchange Securities Notes (assuming that such Holder is not an affiliate of the Company within the meaning of the Securities Act (or if it is an affiliate, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable)Act, acquires the Exchange Securities Notes in the ordinary course of such Holder’s business, is not a broker-dealer tendering Offered Securities acquired directly from the Company for its own account and is not engaged in, and does not intend to engage in, 's business and has no arrangement or understanding arrangements with any person to participate in the distribution of the Exchange Securities Notes and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities Notes from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States. The Company acknowledges that, pursuant to current interpretations by the Commission’s 's staff of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom, (i) each Holder which is a broker-dealer electing to exchange Offered SecuritiesInitial Notes, acquired for its own account as a result of market making activities or other trading activities, for Exchange Securities Notes (an “"Exchanging Dealer”"), is required to deliver a prospectus containing the information set forth in (a) Annex A hereto on the cover, (b) Annex B hereto in the “"Exchange Offer Procedures” " section and the “"Purpose of the Exchange Offer” " section, and (c) Annex C hereto in the “"Plan of Distribution” " section of such prospectus in connection with a sale of any such Exchange Securities Notes received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) if a an Initial Purchaser that elects to sell Exchange Securities Notes (as defined below) acquired in exchange for Offered Securities Initial Notes constituting any portion of an unsold allotment, it is required to deliver a prospectus containing the information required by Items Item 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale. The Company shall use its commercially reasonable best efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the prospectus contained therein, in order to permit such prospectus to be lawfully delivered by all persons subject to the prospectus delivery requirements of the Securities Act for such period of time as such persons must comply with such requirements in order to resell the Exchange SecuritiesNotes; provided, however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or a an Initial Purchaser, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers and the Initial Purchasers have sold all Exchange Securities Notes held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Company shall make such prospectus and any amendment or supplement thereto, thereto available to any broker-broker- dealer for use in connection with any resale of any Exchange Securities Notes for a period of not less than 90 180-days after the consummation of the Registered Exchange Offer. If, upon consummation of the Registered Exchange Offer, any Initial Purchaser holds Offered Securities Initial Notes acquired by it as part of its initial distribution, the Company, simultaneously with the delivery of the Exchange Securities Notes pursuant to the Registered Exchange Offer, shall issue and deliver to such Initial Purchaser upon the written request of such Initial Purchaser, in exchange (the “"Private Exchange”") for the Offered Securities Initial Notes held by such Initial Purchaser, a like principal amount of debt securities of the Company issued under the Indenture and identical in all material respects (including the existence of restrictions on transfer under the Securities Act and the securities laws of the several states of the United States, but excluding provisions relating to the matters described in Section 6 hereof) to the Offered Securities Initial Notes (the “"Private Exchange Securities”Notes"). The Offered SecuritiesInitial Notes, the Exchange Securities Notes and the Private Exchange Securities Notes are herein collectively called the “Securities"Notes.” " In connection with the Registered Exchange Offer, the Company shall:

Registered Exchange Offer. Unless not permitted by applicable law, law (after the Company shall, at its own cost, prepare and, not later than 350 days (has complied with the ultimate paragraph of this Section 1) or if the 350th day is not a business day, the first business day thereafter) after the date policy of delivery of the Offered Securities (the “Delivery Date”), file with the Securities and Exchange Commission (the “Commission”"COMMISSION"), the Company shall prepare and, not later than 60 days (such 60th day being a "FILING DEADLINE") after the date on which the Initial Purchasers purchase the Initial Securities pursuant to the Purchase Agreement (the "CLOSING DATE"), file with the Commission a registration statement (the “Exchange Offer Registration Statement”"EXCHANGE OFFER REGISTRATION STATEMENT") on an appropriate form under the Securities Act of 1933, as amended (the “Securities Act”"SECURITIES ACT"), with respect to a proposed offer (the “Registered Exchange Offer”"REGISTERED EXCHANGE OFFER") to the Holders of Transfer Restricted Securities (as defined in Section 6(d) 6 hereof), who are not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Offered Initial Securities, a like aggregate principal amount of debt securities of the Company issued under the Indenture and Indenture, identical in all material respects to the Offered Securities (except for the removal of transfer restrictions relating to the Offered Initial Securities and registered under the provisions relating to the matters described in Section 6 hereof) Securities Act (the “Exchange Securities”"EXCHANGE SECURITIES"). The Company shall use its commercially reasonable best efforts to (i) cause such Exchange Offer Registration Statement to become effective under the Securities Act within 410 180 days (or if the 410th day is not a business day, the first business day thereafter) after the Delivery Closing Date (such 180th day being an “effectiveness deadline”"EFFECTIVENESS DEADLINE") and shall use its commercially reasonable efforts to (ii) keep the Exchange Offer Registration Statement effective for not less than 20 business 30 days (or longer, if required by applicable law) after the date notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “Exchange Offer Registration Period”"EXCHANGE OFFER REGISTRATION PERIOD"). If the Company commences the Registered Exchange Offer, the Company (i) will be entitled to close consummate the Registered Exchange Offer 20 business 30 days after such commencement provided (PROVIDED that the Company has accepted all the Offered Initial Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer Offer) and (ii) shall use commercially reasonable efforts will be required to consummate the Registered Exchange Offer no later than 40 days (or longer if required by applicable law) after the date on which the Exchange Offer Registration Statement is declared effective (or if the 40th day is not a business day, the first business day thereafter) (such 40th day (or first business day thereafter) being the “Consummation Deadline”"CONSUMMATION DEADLINE"). Following the declaration of the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities electing to exchange the Offered Initial Securities for Exchange Securities (assuming that such Holder is not an affiliate of the Company within the meaning of the Securities Act (or if it is an affiliate, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable)Act, acquires the Exchange Securities in the ordinary course of such Holder’s business, is not a broker-dealer tendering Offered Securities acquired directly from the Company for its own account and is not engaged in, and does not intend to engage in, Xxxxxx's business and has no arrangement or understanding arrangements with any person to participate in the distribution of the Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States. The Company acknowledges that, pursuant to current interpretations by the Commission’s 's staff of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom, (i) each Holder which is a broker-dealer electing to exchange Offered Initial Securities, acquired for its own account as a result of market making activities or other trading activities, for Exchange Securities (an “Exchanging Dealer”"EXCHANGING DEALER"), is required to deliver a prospectus containing the information set forth in (a) Annex A hereto on the cover, (b) Annex B hereto in the “"Exchange Offer Procedures” " section and the “"Purpose of the Exchange Offer” " section, and (c) Annex C hereto in the “"Plan of Distribution” " section of such prospectus in connection with a sale of any such Exchange Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) if a an Initial Purchaser that elects to sell Exchange Securities (as defined below) acquired in exchange for Offered Initial Securities constituting any portion of an unsold allotment, it is required to deliver a prospectus containing the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale. The Company shall use its commercially reasonable best efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the prospectus contained therein, in order to permit such prospectus to be lawfully delivered by all persons subject to the prospectus delivery requirements of the Securities Act for such period of time as such persons must comply with such requirements in order to resell the Exchange Securities; providedPROVIDED, howeverHOWEVER, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or a an Initial Purchaser, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers and the Initial Purchasers have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Company shall make such prospectus and any amendment or supplement thereto, thereto available to any broker-dealer for use in connection with any resale of any Exchange Securities for a period of not less than 90 180 days after the consummation of the Registered Exchange Offer. If, upon consummation of the Registered Exchange Offer, any Initial Purchaser holds Offered Initial Securities acquired by it as part of its initial distribution, the Company, simultaneously with the delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and deliver to such Initial Purchaser upon the written request of such the Initial Purchaser, in exchange (the “Private Exchange”"PRIVATE EXCHANGE") for the Offered Initial Securities held by such the Initial Purchaser, a like principal amount of debt securities of the Company issued under the Indenture and identical in all material respects (including the existence of restrictions on transfer under the Securities Act and the securities laws of the several states of the United States, but excluding provisions relating to the matters described in Section 6 hereof) to the Offered Initial Securities (the “Private Exchange Securities”"PRIVATE EXCHANGE SECURITIES"). The Offered Initial Securities, the Exchange Securities and the Private Exchange Securities are herein collectively called the “Securities"SECURITIES.” " In connection with the Registered Exchange Offer, the Company shall:

Registered Exchange Offer. Unless not permitted by applicable law, the The Company shall, at its own cost, prepare and, not later than 350 90 days after (or if the 350th 90th day is not a business day, the first business day thereafter (such 90th day, or first business day thereafter, being a "Filing Deadline")) after the date of delivery original issue of the Offered Initial Securities (the “Delivery "Issue Date”"), file with the Securities and Exchange Commission (the “"Commission”") a registration statement (the “"Exchange Offer Registration Statement”") on an appropriate form under the Securities Act of 1933, as amended (the “"Securities Act”"), with respect to a proposed offer (the “"Registered Exchange Offer”") to the Holders of Transfer Restricted Securities (as defined in Section 6(d) 6 hereof), who are not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Offered Initial Securities, a like aggregate principal amount of debt securities (the "Exchange Securities") of the Company issued under the Indenture and identical in all material respects to the Offered Initial Securities (except for the removal of transfer restrictions relating to the Offered Initial Securities and the provisions relating to the matters described in Section 6 hereof) (and registered under the “Exchange Securities”)Securities Act. The Company shall use its commercially reasonable best efforts to cause such Exchange Offer Registration Statement to become effective under the Securities Act within 410 180 days (or if the 410th 180th day is not a business day, the first business day thereafter) after the Delivery Issue Date (such 180th day, or first business day thereafter, being an “effectiveness deadline”"Effectiveness Deadline") of the Initial Securities and shall use its commercially reasonable efforts to keep the Exchange Offer Registration Statement effective for not less than 20 business 30 days (or longer, if required by applicable law) after the date notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “"Exchange Offer Registration Period”"). If the Company commences the Registered Exchange Offer, the Company (i) will be entitled to close consummate the Registered Exchange Offer 20 business 30 days after such the commencement thereof provided that the Company has accepted all the Offered Initial Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer and (ii) shall use commercially reasonable efforts to must consummate the Registered Exchange Offer no later than 40 days (or longer if required by applicable law) after the date on which the Exchange Offer Registration Statement is declared effective (or if the 40th day is not a business day, the first business day thereafter) (such 40th day (or first business day thereafter) being the “"Consummation Deadline”") in order to avoid Additional Interest (as defined in Section 6 below) for such a Registration Default (as defined in Section 6 below). Following the declaration of the effectiveness of the Exchange Offer Registration Statement, the Company shall as promptly as practicable commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities (as defined in Section 6 hereof) electing to exchange the Offered Initial Securities for Exchange Securities (assuming that such Holder is not an affiliate of the Company within the meaning of the Securities Act (or if it is an affiliate, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable)Act, acquires the Exchange Securities in the ordinary course of such Holder’s business, is not a broker-dealer tendering Offered Securities acquired directly from the Company for its own account and is not engaged in, and does not intend to engage in, Xxxxxx's business and has no arrangement or understanding arrangements with any person to participate in the distribution of the Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States. The Company acknowledges that, pursuant to current interpretations by the Commission’s 's staff of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom, (i) each Holder which is a broker-dealer electing to exchange Offered Securities, acquired for its own account as a result of market making activities or other trading activities, for Exchange Securities (an “"Exchanging Dealer”"), is required to deliver a prospectus containing the information set forth in (a) Annex A hereto on the cover, (b) Annex B hereto in the “"Exchange Offer Procedures” " section and the “"Purpose of the Exchange Offer” section, " section and (c) Annex C hereto in the “"Plan of Distribution” " section of such prospectus in connection with a sale of any such Exchange Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) if a an Initial Purchaser that elects to sell Exchange Securities acquired in exchange for Offered Securities constituting any portion of an unsold allotment, it allotment is required to deliver a prospectus containing the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale. The Company shall use its commercially reasonable best efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the prospectus contained therein, in order to permit such prospectus to be lawfully delivered by all persons subject to the prospectus delivery requirements of the Securities Act for such period of time as such persons must comply with such requirements in order to resell the Exchange Securities; provided, however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or a an Initial Purchaser, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers and the Initial Purchasers have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Company shall make such prospectus and any amendment or supplement thereto, available to any broker-dealer for use in connection with any resale of any Exchange Securities for a period of not less than 90 180 days after the consummation of the Registered Exchange OfferOffer (or such shorter period during which participating broker dealers are required by law to deliver such prospectus). If, upon consummation of the Registered Exchange Offer, any Initial Purchaser holds Offered Initial Securities acquired by it as part of its initial distribution, the Company, simultaneously with the delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and deliver to such Initial Purchaser upon the written request of such Initial Purchaser, in exchange (the “"Private Exchange”") for the Offered Initial Securities held by such Initial Purchaser, a like principal amount of debt securities of the Company issued under the Indenture and identical in all material respects (including the existence of restrictions on transfer under the Securities Act and the securities laws of the several states of the United States, but excluding provisions relating to the matters described in Section 6 hereof) to the Offered Initial Securities (the “"Private Exchange Securities”"). The Offered Initial Securities, the Exchange Securities and the Private Exchange Securities are herein collectively called the “"Securities.” ". In connection with the Registered Exchange Offer, the Company shall:

Registered Exchange Offer. Unless not permitted by applicable law, the The Company shall, at its own cost, prepare and, not later than 350 180 days (or if the 350th 180th day is not a business day, the first business day thereafter) after the date of delivery original issue of the Offered Initial Securities (the “Delivery Issue Date”), file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Exchange Offer Registration Statement”) on an appropriate form under the Securities Act of 1933, as amended (the “Securities Act”), with respect to a proposed offer (the “Registered Exchange Offer”) to the Holders of Transfer Restricted Securities (as defined in Section 6(d) hereof), who are not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Offered Initial Securities, a like an equal aggregate principal amount of debt securities (the “Exchange Securities”) of the Company Issuer issued under the Indenture and identical in all material respects to the Offered Initial Securities (except for the removal of transfer restrictions relating to the Offered Initial Securities and the provisions relating to the matters described in Section 6 hereof) (that would be registered under the “Exchange Securities”)Securities Act. The Company shall use its commercially reasonable best efforts to cause such Exchange Offer Registration Statement to become effective under the Securities Act within 410 270 days (or if the 410th 270th day is not a business day, the first business day thereafter) after the Delivery Issue Date (an “effectiveness deadline”) and shall use its commercially reasonable efforts to keep the Exchange Offer Registration Statement effective for not less than 20 business 30 days (or longer, if required by applicable law) after the date notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “Exchange Offer Registration Period”). If the Company commences effects the Registered Exchange Offer, the Company (i) will be entitled to close the Registered Exchange Offer 20 business 30 days after such the commencement thereof provided that the Company has accepted all the Offered Initial Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer and (ii) shall use commercially reasonable efforts to consummate the Registered Exchange Offer no later than 40 days (or longer if required by applicable law) Offer. As soon as practicable after the date on which the Exchange Offer Registration Statement is declared effective (or if the 40th day is not a business day, the first business day thereafter) (such 40th day (or first business day thereafter) being the “Consummation Deadline”). Following the declaration of the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities (as defined in Section 6(d) hereof) electing to exchange the Offered Initial Securities for Exchange Securities (assuming that such Holder is not an affiliate of the Company within the meaning of the Securities Act (or if it is an affiliate, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable)Act, acquires the Exchange Securities in the ordinary course of such Holder’s business, is not a broker-dealer tendering Offered Securities acquired directly from the Company for its own account and is not engaged in, and does not intend to engage in, business and has no arrangement or understanding arrangements with any person to participate in the distribution of the Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States. The Company acknowledges that, pursuant to current interpretations by the Commission’s staff of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom, (i) each Holder which is a broker-dealer electing to exchange Offered Initial Securities, acquired for its own account as a result of market making activities or other trading activities, for Exchange Securities (an “Exchanging Dealer”), is required to deliver a prospectus containing the information set forth in (a) Annex A hereto on the cover, (b) Annex B hereto in the “Exchange Offer Procedures” section and the “Purpose of the Exchange Offer” section, and (c) Annex C hereto in the “Plan of Distribution” section of such prospectus in connection with a sale of any such Exchange Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) if a Purchaser elects the Initial Purchasers elect to sell Exchange Securities acquired in exchange for Offered Initial Securities constituting any portion of an unsold allotment, it is the Initial Purchasers will be required to deliver a prospectus containing the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale. The Company shall use its commercially reasonable best efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the prospectus contained therein, in order to permit such prospectus to be lawfully delivered by all persons subject to the prospectus delivery requirements of the Securities Act for such period of time as such persons must comply with such requirements in order to resell the Exchange Securities; provided, however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or a Purchaserthe Initial Purchasers, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers and the Initial Purchasers have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Company shall make such prospectus and any amendment or supplement thereto, available to any broker-dealer for use in connection with any resale of any Exchange Securities for a period of not less than 90 180 days after the consummation of the Registered Exchange Offer. If, upon consummation of the Registered Exchange Offer, any Initial Purchaser holds Offered Initial Securities acquired by it as part of its initial distribution, the Company, simultaneously with the delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and deliver to such Initial Purchaser upon the written request of such Initial Purchaser, in exchange (the “Private Exchange”) for the Offered Initial Securities held by such Initial Purchaser, a like an equal principal amount of debt securities of the Company issued under the Indenture and identical in all material respects (including the existence of restrictions on transfer under the Securities Act and the securities laws of the several states of the United States, but excluding provisions relating to the matters described in Section 6 hereof) to the Offered Initial Securities (the “Private Exchange Securities”). The Offered Initial Securities, the Exchange Securities and the Private Exchange Securities are herein collectively called the “Securities.” ”. In connection with the Registered Exchange Offer, the Company shall:

Registered Exchange Offer. Unless not permitted by applicable law, the The Company shall, at its own cost, shall (i) prepare and, not later than 350 60 days (or if the 350th day is not a business day, the first business day thereafter) after following the date of delivery original issuance of the Offered Securities (the “Delivery "Issue Date”"), file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “"Exchange Offer Registration Statement”") on an appropriate form under the Securities Act of 1933, as amended (the “Securities Act”), with respect to a proposed offer (the “Registered Exchange Offer”) to the Holders of Transfer Restricted the Securities and the Guarantees (as defined in Section 6(d) hereof), who are not prohibited by any law or policy of the Commission from participating in the Registered "Exchange Offer, ") to issue and deliver to such Holders, in exchange for the Offered SecuritiesSecurities and the Guarantees, a like aggregate principal amount of debt securities of the Company issued under and guarantees thereof by the Indenture and Guarantors (the "Exchange Securities") that are identical in all material respects to the Offered Securities (Securities, except for the removal of transfer restrictions relating to the Offered Securities and the provisions relating to the matters described in Section 6 hereofSecurities, (ii) (the “Exchange Securities”). The Company shall use its commercially reasonable best efforts to cause such the Exchange Offer Registration Statement to become effective under the Securities Act within 410 no later than 180 days (or if the 410th day is not a business day, the first business day thereafter) after the Delivery Issue Date and the Exchange Offer to be consummated no later than 220 days after the Issue Date and (an “effectiveness deadline”iii) and shall use its commercially reasonable efforts to keep the Exchange Offer Registration Statement effective for not less than 20 business 30 days (or longer, if required by applicable law) after the date on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “"Exchange Offer Registration Period”"). If The Exchange Securities will be issued under the Company commences Indenture or an indenture (the Registered "Exchange OfferSecurities Indenture") between the Company, the Company Guarantors and the Trustee or such other bank or trust company that is reasonably satisfactory to the Initial Purchasers, as trustee (i) will the "Exchange Securities Trustee"), such indenture to be entitled identical in all material respects to close the Registered Exchange Offer 20 business days after such commencement provided that Indenture, except for the Company has accepted all transfer restrictions relating to the Offered Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer and (ii) shall use commercially reasonable efforts to consummate the Registered Exchange Offer no later than 40 days (or longer if required by applicable law) after the date on which the as described above). An Exchange Offer Registration Statement is pursuant to this Section 1 or a Shelf Registration Statement pursuant to Section 2 hereof will not be deemed to have become effective unless it has been declared effective (or if by the 40th day is not a business dayCommission; provided, however, that if, after it has been declared effective, the first business day thereafter) (offering of Exchange Securities pursuant to an Exchange Offer Registration Statement or a Shelf Registration Statement is interfered with by any stop order, injunction or other order or requirement of the Commission or any other governmental agency or court, such 40th day (or first business day thereafter) being Registration Statement will be deemed not to have become effective during the “Consummation Deadline”)period of such interference, until the offering of Registrable Securities pursuant to such Registration Statement may legally resume. Following the declaration of Upon the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities electing to exchange the Offered Securities for Exchange Securities (assuming that such Holder (a) is not an affiliate of the Company within the meaning of the Securities Act or an Exchanging Dealer (or if it is an affiliate, it will comply as defined herein) not complying with the registration and prospectus delivery requirements of the next sentence, (b) is not an Initial Purchaser holding Securities Act that have, or that are reasonably likely to have, the extent applicable)status of an unsold allotment in an initial distribution, (c) acquires the Exchange Securities in the ordinary course of such Holder’s business, is not a broker-dealer tendering Offered Securities acquired directly from the Company for its own account 's business and is not engaged in, and does not intend to engage in, and (d) has no arrangement arrangements or understanding understandings with any person to participate in the distribution of the Exchange Securities Securities) and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States. The Company acknowledges Company, the Guarantors, the Initial Purchasers and each Exchanging Dealer acknowledge that, pursuant to current interpretations by the Commission’s 's staff of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom, (i) each Holder which that is a broker-dealer electing to exchange Offered Securities, acquired for its own account as a result of market market-making activities or other trading activities, for Exchange Securities (an “"Exchanging Dealer”"), is required to deliver a prospectus containing substantially the information set forth in (a) Annex A hereto on the cover, (b) in Annex B hereto in the “"Exchange Offer Procedures” " section and the “"Purpose of the Exchange Offer” section, " section and (c) in Annex C hereto in the “"Plan of Distribution” " section of such prospectus in connection with a sale of any such Exchange Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) if a Purchaser elects to sell Exchange Securities acquired in exchange for Offered Securities constituting any portion of an unsold allotment, it is required to deliver a prospectus containing the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale. The Company shall use its commercially reasonable efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the prospectus contained therein, in order to permit such prospectus to be lawfully delivered by all persons subject to the prospectus delivery requirements of the Securities Act for such period of time as such persons must comply with such requirements in order to resell the Exchange Securities; provided, however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or a Purchaser, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers and the Purchasers have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Company shall make such prospectus and any amendment or supplement thereto, available to any broker-dealer for use in connection with any resale of any Exchange Securities for a period of not less than 90 days after the consummation of the Registered Exchange Offer. If, upon prior to the consummation of the Registered Exchange Offer, any Purchaser Holder holds Offered any Securities acquired by it as part that have, or that are reasonably likely to be determined to have, the status of its an unsold allotment in an initial distribution, or any Holder is not entitled to participate in the CompanyExchange Offer, the Company shall, upon the request of any such Holder, simultaneously with the delivery of the Exchange Securities pursuant to in the Registered Exchange Offer, shall issue and deliver to any such Purchaser upon the written request of such PurchaserHolder, in exchange (the “Private Exchange”) for the Offered Securities held by such PurchaserHolder (the "Private Exchange"), a like aggregate principal amount of debt securities of the Company issued under and guarantees thereof by the Indenture and Guarantors (the "Private Exchange Securities") that are identical in all material respects (including to the existence of Exchange Securities, except for the transfer restrictions on transfer under the Securities Act and the securities laws of the several states of the United States, but excluding provisions relating to the matters described in Section 6 hereof) to the Offered Securities (the “such Private Exchange Securities”). The Offered Private Exchange Securities will be issued under the same indenture as the Exchange Securities, and the Exchange Securities and Company shall use its reasonable best efforts to cause the Private Exchange Securities are herein collectively called to bear the “same CUSIP number as the Exchange Securities.” . In connection with the Registered Exchange Offer, the Company shall:

Registered Exchange Offer. Unless not permitted by applicable law, the Company shall, at its own cost, shall prepare and, not later than 350 90 days (or if the 350th such 90th day is not being a business day, the first business day thereafter"Filing Deadline") after the date of delivery of on which the Offered Initial Purchasers purchase the Initial Securities pursuant to the Purchase Agreement (the “Delivery "Closing Date”"), file with the Securities and Exchange Commission (the “"Commission”") a registration statement (the “"Exchange Offer Registration Statement”") on an appropriate form under the Securities Act of 1933, as amended (the “"Securities Act”"), with respect to a proposed offer (the “"Registered Exchange Offer”") to the Holders of Transfer Restricted Securities (as defined in Section 6(d) 6 hereof), who are not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Offered Initial Securities, a like aggregate principal amount of debt securities of the Company issued under the Indenture and Indenture, identical in all material respects to the Offered Securities (except for the removal of transfer restrictions relating to the Offered Initial Securities and registered under the provisions relating to the matters described in Section 6 hereof) Securities Act (the “"Exchange Securities”"). The Company shall use its commercially reasonable best efforts to (i) cause such Exchange Offer Registration Statement to become effective under the Securities Act within 410 210 days (or if the 410th day is not a business day, the first business day thereafter) after the Delivery Closing Date (such 210th day being an “effectiveness deadline”"Effectiveness Deadline") and shall use its commercially reasonable efforts to (ii) keep the Exchange Offer Registration Statement effective for not less than 20 business days (or longer, if required by applicable law) after the date notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “"Exchange Offer Registration Period”"). If the Company commences the Registered Exchange Offer, the Company (i) will be entitled to close consummate the Registered Exchange Offer 20 business days after such commencement (provided that the Company has accepted all the Offered Initial Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer Offer) and (ii) shall use commercially reasonable efforts will be required to consummate the Registered Exchange Offer no later than 40 days (or longer if required by applicable law) after the date on which the Exchange Offer Registration Statement is declared effective (or if the 40th day is not a business day, the first business day thereafter) (such 40th day (or first business day thereafter) being the “"Consummation Deadline”"). Following the declaration of the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities electing to exchange the Offered Initial Securities for Exchange Securities (assuming that such Holder is not an affiliate of the Company within the meaning of the Securities Act (or if it is an affiliate, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable)Act, acquires the Exchange Securities in the ordinary course of such Holder’s business, is not a broker-dealer tendering Offered Securities acquired directly from the Company for its own account and is not engaged in, and does not intend to engage in, 's business and has no arrangement or understanding arrangements with any person to participate in the distribution of the Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States. The Company acknowledges that, pursuant to current interpretations by the Commission’s 's staff of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom, (i) each Holder which is a broker-dealer electing to exchange Offered Initial Securities, acquired for its own account as a result of market making activities or other trading activities, for Exchange Securities (an “"Exchanging Dealer”"), is required to deliver a prospectus containing the information set forth (in substantially the same form) in (a) Annex A hereto on the cover, (b) Annex B hereto in the “"Exchange Offer Procedures” " section and the “"Purpose of the Exchange Offer” " section, and (c) Annex C hereto in the “"Plan of Distribution” " section of such prospectus in connection with a sale of any such Exchange Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) if a an Initial Purchaser that elects to sell Exchange Securities (as defined below) acquired in exchange for Offered Initial Securities constituting any portion of an unsold allotment, it is required to deliver a prospectus containing the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale. The Company shall use its commercially reasonable best efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the prospectus contained therein, in order to permit such prospectus to be lawfully delivered by all persons subject to the prospectus delivery requirements of the Securities Act for such period of time as such persons must comply with such requirements in order to resell the Exchange Securities; provided, however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or a an Initial Purchaser, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers and the Initial Purchasers have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Company shall make such prospectus and any amendment or supplement thereto, thereto available to any broker-dealer for use in connection with any resale of any Exchange Securities for a period of not less than 90 180 days after the consummation of the Registered Exchange Offer. If, upon consummation of the Registered Exchange Offer, any Initial Purchaser holds Offered Initial Securities acquired by it as part of its initial distribution, the Company, simultaneously with the delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and deliver to such Initial Purchaser upon the written request of such Initial Purchaser, in exchange (the “"Private Exchange”") for the Offered Initial Securities held by such Initial Purchaser, a like principal amount of debt securities of the Company issued under the Indenture and identical in all material respects (including the existence of restrictions on transfer under the Securities Act and the securities laws of the several states of the United States, but excluding provisions relating to the matters described in Section 6 hereof) to the Offered Initial Securities (the “"Private Exchange Securities”"). The Offered Initial Securities, the Exchange Securities and the Private Exchange Securities are herein collectively called the “"Securities.” ". In connection with the Registered Exchange Offer, the Company shall:

Registered Exchange Offer. Unless not permitted by applicable law, the Company and the Guarantors shall, at its their own cost, prepare and, not later than 350 days (or if the 350th day is not a business day, the first business day thereafter) after the date of delivery of the Offered Securities (the “Delivery Date”), and file with the Securities and Exchange Commission (the “Commission”) ), on or prior to 350 days after the Spectrum Assumption, a registration statement (the “Exchange Offer Registration Statement”) on an appropriate form under the Securities Act of 1933, as amended (the “Securities Act”), with respect to a proposed offer (the “Registered Exchange Offer”) to the Holders of Transfer Restricted Securities (as defined in Section 6(d) 6 hereof), who are not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Offered Initial Securities, a like aggregate principal amount of debt securities of (the Company “Exchange Securities”) issued under the Indenture and identical in all material respects to the Offered such Initial Securities (except for the removal of transfer restrictions relating to the Offered Initial Securities and the provisions relating to the matters described in Section 6 hereof) (that would be registered under the “Exchange Securities”)Securities Act. The Company and the Guarantors shall use its their commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective under the Securities Act within as promptly as possible and no later than 410 days (or if the 410th day is not a business day, the first business day thereafter) after the Delivery Date (an “effectiveness deadline”) Spectrum Assumption and shall use its commercially reasonable efforts to keep the Exchange Offer Registration Statement effective for not less than 20 business 30 days (or longer, if required by applicable law) after the date notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “Exchange Offer Registration Period”). If the Company commences and the Guarantors commence the Registered Exchange Offer, the Company (i) and the Guarantors will be entitled to close the Registered Exchange Offer 20 business 30 days after such the commencement thereof provided that the Company has and the Guarantors have accepted all the Offered Initial Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer and (ii) shall use commercially reasonable efforts to consummate the Registered Exchange Offer no later than 40 days (or longer if required by applicable law) after the date on which the Exchange Offer Registration Statement is declared effective (or if the 40th day is not a business day, the first business day thereafter) (such 40th day (or first business day thereafter) being the “Consummation Deadline”)Offer. Following the declaration of the effectiveness of the Exchange Offer Registration Statement, the Company and the Guarantors shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities (as defined in Section 6 hereof) electing to exchange the Offered Initial Securities for Exchange Securities (assuming that such Holder is not an affiliate of the Company within the meaning of the Securities Act (or if it is an affiliate, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable)Act, acquires the Exchange Securities in the ordinary course of such HolderXxxxxx’s business, is not a broker-dealer tendering Offered Securities acquired directly from the Company for its own account and is not engaged in, and does not intend to engage in, business and has no arrangement or understanding arrangements with any person to participate in the distribution of the Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States. The Company acknowledges and the Guarantors acknowledge that, pursuant to current interpretations by the Commission’s staff of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom, (i) each Holder which is a broker-dealer electing to exchange Offered Initial Securities, acquired for its own account as a result of market making activities or other trading activities, for Exchange Securities (an “Exchanging Dealer”), is required to deliver a prospectus containing the information set forth in (a) Annex A hereto on the cover, (b) Annex B hereto in the “Exchange Offer Procedures” section and the “Purpose of the Exchange Offer” section, and (c) Annex C hereto in the “Plan of Distribution” section of such prospectus in connection with a sale of any such Exchange Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) if a Purchaser elects the Initial Purchasers elect to sell Exchange Securities acquired in exchange for Offered Initial Securities constituting any portion of an unsold allotment, it is allotment they are required to deliver a prospectus containing the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale. The Company and the Guarantors shall use its their commercially reasonable efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the prospectus contained therein, in order to permit such prospectus to be lawfully delivered by all persons subject to the prospectus delivery requirements of the Securities Act for such period of time as such persons must comply with such requirements in order to resell the Exchange Securities; provided, however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or a Purchaserthe Initial Purchasers, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers and the Initial Purchasers have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Company shall make such prospectus and any amendment or supplement thereto, available to any broker-dealer for use in connection with any resale of any Exchange Securities for a period of not less than 90 days after the consummation of the Registered Exchange Offer. If, upon consummation of the Registered Exchange Offer, any Purchaser holds Offered the Initial Purchasers hold Initial Securities acquired by it them as part of its their initial distribution, the CompanyCompany and the Guarantors, simultaneously with the delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and deliver to such Purchaser the Initial Purchasers upon the written request of such Purchaserthe Initial Purchasers, in exchange (the “Private Exchange”) for the Offered Initial Securities held by such Purchaserthe Initial Purchasers, a like principal amount of debt securities of the Company issued under the Indenture and identical in all material respects (including the existence of restrictions on transfer under the Securities Act and the securities laws of the several states of the United States, but excluding provisions relating to the matters described in Section 6 hereof) to the Offered such Initial Securities (the “Private Exchange Securities”). The Offered Initial Securities, the Exchange Securities and the Private Exchange Securities are herein collectively called the “Securities.” ”. In connection with the Registered Exchange Offer, the Company shall:

Registered Exchange Offer. Unless not permitted by applicable law, the Company shall, at its own cost, The Issuers shall (i) prepare and, not later than 350 60 days (or if the 350th day is not a business day, the first business day thereafter) after following the date of delivery original issuance of the Offered Securities (the “Delivery "Issue Date”"), file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “"Exchange Offer Registration Statement”") on an appropriate form under the Securities Act of 1933, as amended (the “Securities Act”), with respect to a proposed offer (the “Registered Exchange Offer”) to the Holders of Transfer Restricted the Securities (as defined in Section 6(d) hereof), who are not prohibited by any law or policy of the Commission from participating in the "Registered Exchange Offer, ") to issue and deliver to such Holders, in exchange for the Offered Securities, a like aggregate principal amount of debt securities of the Company issued under the Indenture and that are identical in all material respects to the Offered Securities and are guaranteed by the Guarantors with terms identical in all material respects with the Guaranties (the "Exchange Securities"), except (x) for the removal of transfer restrictions relating to the Offered Securities and Securities, (y) the provisions relating to an increase in the matters described rate of interest discussed in Section 6 hereofsection 7 below will be eliminated and (z) interest thereon will accrue from the last date which interest was paid on the Securities or if no such interest has been paid, from the date of their original issue, (the “Exchange Securities”). The Company shall ii) use its commercially their reasonable best efforts to cause such the Exchange Offer Registration Statement to become effective under the Securities Act within 410 no later than 180 days (or if the 410th day is not a business day, the first business day thereafter) after the Delivery Issue Date and the Registered Exchange Offer to be consummated no later than 210 days after the Issue Date and (an “effectiveness deadline”iii) and shall use its commercially reasonable efforts to keep the Exchange Offer Registration Statement effective for not less than 20 business 30 days (or longer, if required by applicable law) after the date on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “"Exchange Offer Registration Period”"). If the Company commences the Registered The Exchange Offer, the Company (i) Securities will be entitled issued under the Indenture or an indenture (the "Exchange Securities Indenture") between the Issuers and the Trustee or such other bank or trust company that is reasonably satisfactory to close the Registered Initial Purchasers, as trustee (the "Exchange Offer 20 business days after Securities Trustee"), such commencement provided that indenture to be identical in all material respects to the Company has accepted all Indenture, except for the Offered transfer restrictions relating to the Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer and (ii) shall use commercially reasonable efforts to consummate the Registered Exchange Offer no later than 40 days (or longer if required by applicable law) after the date on which the Exchange Offer Registration Statement is declared effective (or if the 40th day is not a business day, the first business day thereafter) (such 40th day (or first business day thereafter) being the “Consummation Deadline”as described above). Following the declaration of Upon the effectiveness of the Exchange Offer Registration Statement, the Company Issuers shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities electing to exchange the Offered Securities for Exchange Securities (assuming that such Holder (a) is not an affiliate of the Company or any of the Guarantors within the meaning of Rule 405 under the Securities Act or an Exchanging Dealer (or if it is an affiliate, it will comply as defined herein) not complying with the registration and prospectus delivery requirements of the next sentence, (b) is not an Initial Purchaser holding Securities Act that have, or that are reasonably likely to have, the extent applicable)status of an unsold allotment in an initial distribution, (c) acquires the Exchange Securities in the ordinary course of such Holder’s business, is not a broker-dealer tendering Offered Securities acquired directly from the Company for its own account 's business and is not engaged in, and does not intend to engage in, and (d) has no arrangement arrangements or understanding understandings with any person to participate in the distribution of the Exchange Securities Securities) and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of a substantial portion of the several states of the United States. The Company acknowledges Initial Purchasers and each Exchanging Dealer acknowledge that, pursuant to current interpretations by the Commission’s 's staff of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom, (i) each Holder which that is a broker-dealer electing to exchange Offered Securities, acquired for its own account as a result of market market-making activities or other trading activities, for Exchange Securities (an “"Exchanging Dealer”"), is required to deliver a prospectus containing substantially the information set forth in (a) Annex A hereto on the coverAnnexes A, (b) Annex B hereto in the “Exchange Offer Procedures” section and the “Purpose of the Exchange Offer” section, and (c) Annex C hereto in the “Plan of Distribution” section of such prospectus in connection with a sale of any such Exchange Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) if a Purchaser elects to sell Exchange Securities acquired in exchange for Offered Securities constituting any portion of an unsold allotment, it is required to deliver a prospectus containing the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale. The Company shall use its commercially reasonable efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the prospectus contained therein, in order to permit such prospectus to be lawfully delivered by all persons subject to the prospectus delivery requirements of the Securities Act for such period of time as such persons must comply with such requirements in order to resell the Exchange Securities; provided, however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or a Purchaser, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers and the Purchasers have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Company shall make such prospectus and any amendment or supplement thereto, available to any broker-dealer for use in connection with any resale of any Exchange Securities for a period of not less than 90 days after the consummation of the Registered Exchange Offer. If, upon prior to the consummation of the Registered Exchange Offer, any Purchaser Holder holds Offered any Securities acquired by it as part that have, or that are reasonably likely to be determined to have, the status of its an unsold allotment in an initial distribution, or any Holder is not entitled to participate in the CompanyRegistered Exchange Offer, the Issuers shall, upon the request of any such Holder, simultaneously with the delivery of the Exchange Securities pursuant to in the Registered Exchange Offer, shall issue and deliver to any such Purchaser upon the written request of such PurchaserHolder, in exchange (the “Private Exchange”) for the Offered Securities held by such PurchaserHolder (the "Private Exchange"), a like aggregate principal amount of debt securities of the Company issued under the Indenture and that are identical in all material respects (including the existence of restrictions on transfer under the Securities Act and the securities laws of the several states of the United States, but excluding provisions relating to the matters described in Section 6 hereof) to the Offered Securities (the “Private Exchange Securities”). The Offered Securities, the Exchange Securities and are guaranteed by the Guarantors with terms identical in all material respects to the Guaranties (the "Private Exchange Securities"). The Private Exchange Securities will be issued under the same indenture as the Exchange Securities, and the Company shall use its commercially reasonable efforts to cause the Private Exchange Securities are herein collectively called to bear the “same CUSIP number as the Exchange Securities.” . In connection with the Registered Exchange Offer, the Company Issuers shall: