Common use of Registered Exchange Offer Clause in Contracts

Registered Exchange Offer. The Company shall, at its own cost, not later than 120 days after the date of original issue of the Initial Securities (the “Issue Date”), prepare 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 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 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 Initial Securities (except for the transfer restrictions relating to the Initial Securities and the provisions relating to the matters described in Section 6 hereof) that would be registered under the Securities Act. The Initial Securities and the Exchange Securities are herein collectively called the “Securities.” The Company shall use its reasonable best efforts to cause such Exchange Offer Registration Statement to become effective under the Securities Act within 180 days, of the Issue Date and shall keep the Exchange Offer Registration Statement effective for not less than 30 days (or longer, if required by applicable law) after the date that notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “Exchange Offer Registration Period”). The Company shall use its reasonable best efforts to consummate the Registered Exchange Offer no later than the 225th day after the Issue Date (such 225th day, the “Consummation Deadline”). If the Company effects the Registered Exchange Offer, the Company will be entitled to close the Registered Exchange Offer promptly following 30 days after the commencement thereof provided that the Company has accepted all the Initial Securities theretofore validly tendered in accordance with the terms of the Registered Exchange 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 electing to exchange the Initial Securities for Exchange Securities (assuming that such Holder is not an affiliate of the Company within the meaning of the Securities Act, acquires the Exchange Securities in the ordinary course of such Holder’s business and has no 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, each Holder that is a broker-dealer electing to exchange 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 substantially 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. The Company shall use its reasonable best efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the prospectus contained therein, in order to permit such prospectus to be lawfully delivered by 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, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below). In connection with the Registered Exchange Offer, the Company shall:

Registered Exchange Offer. The Unless not permitted by applicable law (after the Company shallhas complied with the ultimate paragraph of this Section 1), at its own costthe Company shall prepare and, not later than 120 270 days (such 270th day being a "FILING DEADLINE") after the date of original issue of on which the Initial Purchasers purchase the Initial Securities pursuant to the Purchase Agreement (the “Issue Date”"CLOSING DATE"), prepare and 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 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 Initial Securities, a like aggregate principal amount of debt securities (the “Exchange Securities”) of the Company issued under the Indenture and Indenture, identical in all material respects to the Initial Securities (except for the transfer restrictions relating to the Initial Securities and the provisions relating to the matters described in Section 6 hereof) that would be registered under the Securities ActAct (the "EXCHANGE SECURITIES"). The Initial Securities and the Exchange Securities are herein collectively called the “Securities.” The Company shall use its reasonable best efforts to (i) cause such Exchange Offer Registration Statement to become effective under the Securities Act within 180 days, of 360 days after the Issue Closing Date (such 360th day being an "EFFECTIVENESS DEADLINE") and shall (ii) keep the Exchange Offer Registration Statement effective for not less than 30 days (or longer, if required by applicable law) after the date that notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “Exchange Offer Registration Period”). The Company shall use its reasonable best efforts to consummate the Registered Exchange Offer no later than the 225th day after the Issue Date (such 225th day, the “Consummation Deadline”"EXCHANGE OFFER REGISTRATION PERIOD"). If the Company effects commences the Registered Exchange Offer, the Company (i) will be entitled to close consummate the Registered Exchange Offer promptly following 30 days after the such commencement thereof (provided that the Company has accepted all the Initial Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer) and (ii) will be required to consummate the Registered Exchange Offer no later than 40 days after the date on which the Exchange Offer Registration Statement is declared effective (such 40th day 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 Initial Securities for Exchange Securities (assuming that such Holder is not an affiliate of the Company within the meaning of the Securities Act, acquires the Exchange Securities in the ordinary course of such Holder’s Xxxxxx's business and has no 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 that which is a broker-dealer electing to exchange 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”"EXCHANGING DEALER"), is required to deliver a prospectus containing substantially 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 OfferOffer and (ii) an Initial Purchaser that elects to sell Securities (as defined below) acquired in exchange for Initial Securities constituting any portion of an unsold 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 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 DealerDealer or 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 180 days after the consummation of the Registered Exchange Offer. If, upon consummation of the Registered Exchange Offer, any Initial Purchaser holds 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 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 to the Initial Securities (the "PRIVATE EXCHANGE SECURITIES"). The 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. The Company shall, at its own costIssuers shall (i) use their reasonable best efforts to prepare and, not later than 120 90 days after following the date of original issue issuance of the Initial Securities (the “Issue Date”), prepare 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 to the Holders of the Securities (the “Registered Exchange OfferOf- fer”) to the Holders of Transfer Restricted Securities (as defined in Section 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 Initial Securities, a like aggregate principal amount of debt securities (the “Exchange Securities”) of the Company issued under the Indenture and that are identical in all material respects to the Initial Securities Notes and are unconditionally guaranteed by the Guarantors (the “Exchange Securities”), except for the transfer restrictions relating to the Initial Securities and the provisions relating to the matters described in Section 6 hereof) that would be registered under the Securities Act. The Initial Securities and the Exchange Securities are herein collectively called the “Securities.” The Company shall will not contain terms with respect to transfer restrictions, (ii) use its their reasonable best efforts to cause such the Exchange Offer Registration Statement to become effective under the Securities Act within no later than 180 days, of days after the Issue Date and shall the Registered Exchange Offer to be consummated no later than 225 days after the Issue Date and (iii) keep the Exchange Offer Registration Statement effective for not less than 30 days (or longer, if required by applicable law) after the date that on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “Exchange Offer Registration Period”). The Company shall use its reasonable best efforts to consummate Exchange Securities will be issued under the Registered Indenture or an indenture (the “Exchange Offer no later than Securities Indenture”) between the 225th day after the Issue Date (such 225th dayCompany, the Guarantors party thereto and the Trustee or such other bank or trust company that is reasonably satisfactory to the Initial Purchasers, as trustee (the “Consummation DeadlineExchange Securities Trustee”), such indenture to be identical in all material respects to the Indenture, except with respect to the transfer restrictions relating to the Securities (as described above). If the Company effects the Registered Exchange Offer, the Company will be entitled to close the Registered Exchange Offer promptly following 30 days after the commencement thereof provided that the Company has accepted all the Initial Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer. 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 Initial Securities for Exchange Securities (assuming that such Holder (a) is not an affiliate of the Company within the meaning of (as defined in Rule 405 under the Securities Act) of the Issuers or an Exchanging Dealer (as defined herein) not complying with the requirements of the next sentence, (b) is not an Initial Purchaser holding Securities that have, or that are reasonably likely to have, the status of an unsold allotment in an initial distribution, (c) acquires the Exchange Securities in the ordinary course of such Holder’s business business, and (d) has no arrangements or 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 staff of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom, (i) each Holder that is a broker-dealer electing to exchange Securities, 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 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” sectionsections 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 any Initial Purchaser elects to sell Private Exchange Securities (as defined below) acquired in exchange for Securities constituting any portion of an unsold allotment, it is required to deliver a prospectus containing the information required by Items 507 and 508 of Regulation S-K under the Securities Act and the Exchange Act (“Regulation S-K”), as applicable, in connection with such sale. Upon consummation of the Registered Exchange Offer 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, prior to the consummation of the Registered Exchange Offer, any Holder holds any Securities acquired by it that have, or that are reasonably likely to be determined to have, the status of an unsold allotment in an initial distribution, or any Holder is not entitled to participate in the Registered Exchange Offer, the Issuers shall, upon the request of any such Holder, simultaneously with the delivery of the Exchange Securities in the Registered Exchange Offer, issue and deliver to any such Holder, in exchange for the Securities held by such Holder (the “Private Exchange”), a like aggregate principal amount of debt securities of the Company and the Guarantors that are identical in all material respects to the Exchange Securities (the “Private Exchange Securities”), except with respect to the transfer restrictions relating to such Private Exchange Securities. The Private Exchange Securities will be issued under the same indenture as the Exchange Securities, and the Company shall use its reasonable best efforts to keep cause the Private Exchange Offer Registration Statement effective and Securities to amend and supplement bear 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 same CUSIP number 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, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below). In connection with the Registered Exchange Offer, the Company Issuers shall:

Registered Exchange Offer. The Company shall, at its own costshall (i) prepare and, not later than 120 75 days after following the date of original issue issuance of the Initial Securities (the “Issue Date”"ISSUE DATE"), prepare and file with the Securities and Exchange Commission (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”), with respect to a proposed offer (the “Registered Exchange Offer”) to the Holders of Transfer Restricted the Securities (as defined in Section 6 hereof), who are not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer, "REGISTERED EXCHANGE OFFER") to issue and deliver to such Holders, in exchange for the Initial Securities, a like aggregate principal amount of debt securities (the “Exchange Securities”) of the Company issued under (the Indenture and "EXCHANGE SECURITIES") that are identical in all material respects to the Initial Securities (Securities, except for the transfer restrictions relating to the Initial Securities and the provisions relating to the matters described in Section 6 hereofSecurities, (ii) that would be registered under the Securities Act. The Initial Securities and the Exchange Securities are herein collectively called the “Securities.” The Company shall use its reasonable best efforts to cause such the Exchange Offer Registration Statement to become effective under the Securities Act within 180 days, of no later than 135 days after the Issue Date and shall the Registered Exchange Offer to be consummated no later than 165 days after the Issue Date and (iii) keep the Exchange Offer Registration Statement effective for not less than 30 days (or longer, if required by applicable law) after the date that on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “Exchange Offer Registration Period”"EXCHANGE OFFER REGISTRATION PERIOD"). The Company shall use its reasonable best efforts Exchange Securities will be issued under the Indenture or an indenture (the "EXCHANGE SECURITIES INDENTURE") among the Company, RIC Holding and Holding and the Trustee or such other bank or trust company that is reasonably satisfactory to consummate the Registered Exchange Offer no later than Initial Purchasers, as trustee (the 225th day after "EXCHANGE SECURITIES TRUSTEE"), such indenture to be identical in all material respects to the Issue Date Indenture, except for the transfer restrictions relating to the Securities (such 225th day, the “Consummation Deadline”as described above). If the Company effects the Registered Exchange Offer, the Company will be entitled to close the Registered Exchange Offer promptly following 30 days after the commencement thereof provided that the Company has accepted all the Initial Securities theretofore validly tendered in accordance with the terms of the 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 Transfer Restricted Securities electing to exchange the Initial Securities for Exchange Securities (assuming that such Holder (a) is not an affiliate of the Company within or an Exchanging Dealer (as defined herein) not complying with the meaning requirements of the next sentence, (b) is not an Initial Purchaser holding Securities Actthat have, or that are reasonably likely to have, the status of an unsold allotment in an initial distribution, (c) acquires the Exchange Securities in the ordinary course of such Holder’s 's business and (d) has no arrangements or understandings with any person to participate in the distribution of the Exchange Securities Securities) to do so, 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 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, each Holder that is a broker-dealer electing to exchange 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 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. If, prior to the consummation of the Registered Exchange Offer, any Holder holds any Securities acquired by it that have, or that are reasonably likely to be determined to have, the status of an unsold allotment in an initial distribution, or any Holder is not entitled to participate in the Registered Exchange Offer, the Company shall, upon the request of any such Holder, simultaneously with the delivery of the Exchange Securities in the Registered Exchange Offer, issue and deliver to any such Holder, in exchange for the Securities held by such Holder (the "PRIVATE Exchange"), a like aggregate principal amount of debt securities of the Company (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 Private Exchange Securities will be issued under the same indenture as the Exchange Securities, and the Company shall use its reasonable best efforts to keep cause the Private Exchange Offer Registration Statement effective and Securities to amend and supplement bear 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 same CUSIP number 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, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below). In connection with the Registered Exchange Offer, the Company shall:

Registered Exchange Offer. The Company shall, at its own cost, Unless not later than 120 days permitted by applicable law (after the date Company has complied with the ultimate paragraph of original issue of the Initial Securities (the “Issue Date”this Section 1), the Company shall prepare 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 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 Initial Securities, a like aggregate principal amount of debt securities (the “Exchange Securities”) of the Company issued under the Indenture and Indenture, substantially identical in all material respects to the Initial Securities (except for the transfer restrictions relating to the Initial Securities Securities, and the provisions relating to the matters described in Section 6 hereof) that would be registered under the Securities Act. The Initial Securities and the Exchange Securities are herein collectively called Act (the “Exchange Securities.” ”). The Company shall use its reasonable best efforts to cause such the Exchange Offer Registration Statement to become effective under the Securities Act within 180 days, of 365 days (such 365th day being an “Effectiveness Deadline”) after the Issue Date date on which the Initial Purchasers purchase the Initial Securities pursuant to the Purchase Agreement (the “Closing Date”) and shall will keep the Exchange Offer Registration Statement effective for not less than 30 days (or longer, if required by applicable law) after the date that notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “Exchange Offer Registration Period”). The Company shall use its reasonable best efforts to consummate the Registered Exchange Offer no later than the 225th day after the Issue Date (such 225th day, the “Consummation Deadline”). If the Company effects commences the Registered Exchange Offer, the Company will be entitled to close consummate the Registered Exchange Offer promptly following 30 days after the such commencement thereof (provided that the Company has accepted all the Initial Securities theretofore validly tendered in accordance with the terms of the Registered Exchange 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 the Registered Exchange Offer to enable each Holder of Transfer Restricted Securities electing to exchange the its Initial Securities for the applicable amount of Exchange Securities (assuming that such Holder is not an affiliate of the Company within the meaning of the Securities Act, acquires the Exchange Securities in the ordinary course of such Holder’s business and has no 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 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 that is a broker-dealer electing to exchange Initial Securities, acquired for its own account as a result of market-market making activities or other trading activities, for the 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) Annex B hereto in the “The Exchange Offer ProceduresOffer” 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 OfferOffer and (ii) an Initial Purchaser that elects to sell Securities (as defined below) acquired in exchange for Initial Securities constituting any portion of an unsold allotment, is required to deliver a prospectus containing the information required by Items 507 or 508, as applicable, of Regulation S-K under the Securities Act in connection with such sale. The Company shall use its reasonable best efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the prospectus contained therein, in order to permit such prospectus to be lawfully delivered by 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 DealerDealer or an Initial Purchaser, such period shall be the lesser of 180 120 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 120 days after the consummation of the Registered Exchange Offer. If, upon consummation of the Registered Exchange Offer, any Initial Purchaser holds 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 Initial Securities held by such Initial Purchaser, a like principal amount of debt securities of the Company issued under the Indenture and substantially identical in all material respects to the Initial Securities (together, the “Private Exchange Securities”). The 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. The Company shall, at its own costand the Guarantor shall (i) prepare and, not later than 120 150 days after following the date of original issue issuance of the Initial Securities Notes (the “"Issue Date”"), prepare 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 the Notes (as defined in Section 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 Initial SecuritiesNotes, a like aggregate principal amount of debt securities (the “Exchange Securities”) of the Company issued under (the Indenture and "Exchange Notes") that are identical in all material respects to the Initial Securities (Notes, except for the transfer restrictions and registration rights relating to the Initial Securities and the provisions relating to the matters described in Section 6 hereofNotes, (ii) that would be registered under the Securities Act. The Initial Securities and the Exchange Securities are herein collectively called the “Securities.” The Company shall use its their reasonable best efforts to cause such the Exchange Offer Registration Statement to become be declared effective under the Securities Act within no later than 180 days, of days after the Issue Date and shall the Registered Exchange Offer to be consummated no later than 210 days after the Issue Date and (iii) keep the Exchange Offer Registration Statement effective for not less than 30 days (or longer, if required by applicable law) after until the date that notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “Exchange Offer Registration Period”). The Company shall use its reasonable best efforts to consummate the Registered Exchange Offer no later than the 225th day after the Issue Date (such 225th day, the “Consummation Deadline”). If the Company effects the Registered Exchange Offer, the Company will be entitled to close the Registered Exchange Offer promptly following 30 days after the commencement thereof provided that the Company has accepted all the Initial Securities theretofore validly tendered in accordance with the terms closing of the Registered Exchange Offer. Following The Exchange Notes will be issued under the declaration of Indenture. Upon the effectiveness of the Exchange Offer Registration Statement, the Company and the Guarantor 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 Initial Securities Notes for Exchange Securities Notes (assuming that such Holder (a) is not an affiliate of the Company within Company, the meaning Guarantor or an Exchanging Dealer (as defined herein) not complying with the requirements of the Securities Actnext sentence, (b) is not an Initial Purchaser holding Notes that have, or that are reasonably likely to have, the status of an unsold allotment in an initial distribution, (c) acquires the Exchange Securities Notes in the ordinary course of such Holder’s 's business and (d) has no arrangements or understandings 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 Company, the Guarantor, 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, each Holder that is a broker-dealer electing to exchange SecuritiesNotes, 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 substantially meeting 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. The Company shall use its reasonable best efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the prospectus contained therein, in order to permit such prospectus to be lawfully delivered by 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, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers have sold all applicable interpretations of the staff of the Commission in connection with any resale of Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below)Notes. In connection with the Registered Exchange Offer, the Company and the Guarantor shall:

Registered Exchange Offer. The Company shall, at its own cost, not later than 120 days after the date of original issue of the Initial Securities (the “Issue Date”), prepare 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 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 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 Initial Securities (except for the transfer restrictions relating to the Initial Securities and the provisions relating to the matters described in Section 6 hereof) that would be registered under the Securities Act. The Initial Securities and the Exchange Securities are herein collectively called the “Securities.” The Company shall use its reasonable best efforts to cause such Exchange Offer Registration Statement to become effective under the Securities Act within 180 days, of no later than 150 days after the Issue Date and shall the Registered Exchange Offer to be consummated no later than 180 days after the Issue Date and (iii) keep the Exchange Offer Registration Statement effective for not less than 30 days (or longer, if required by applicable law) after the date that on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “"Exchange Offer Registration Period”"). The Exchange Securities will be issued under the Indenture or an indenture (the "Exchange Securities Indenture") between the Company shall use its reasonable best efforts and the Trustee or such other bank or trust company that is reasonably satisfactory to consummate the Registered Initial Purchaser, as trustee (the "Exchange Offer no later than Securities Trustee"), such indenture to be identical in all material respects to the 225th day after Indenture, except for the Issue Date transfer restrictions relating to the Securities (such 225th day, the “Consummation Deadline”as described above). If the Company effects the Registered Exchange Offer, the Company will be entitled to close the Registered Exchange Offer promptly following 30 days after the commencement thereof provided that the Company has accepted all the Initial Securities theretofore validly tendered in accordance with the terms of the 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 Transfer Restricted Securities electing to exchange the Initial Securities for Exchange Securities (assuming that such Holder (a) is not an affiliate of the Company within or an Exchanging Dealer (as defined herein) not complying with the meaning requirements of the Securities Actnext sentence, (b) acquires the Exchange Securities in the ordinary course of such Holder’s 's business and (c) has no arrangements or 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 Initial Purchaser 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, each Holder that is a broker-dealer electing to exchange 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 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. Holder (the "Private Exchange"), a like aggregate principal amount of debt securities of the Company (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 Private Exchange Securities will be issued under the same indenture as the Exchange Securities, and the Company shall use its reasonable best efforts to keep cause the Private Exchange Offer Registration Statement effective and Securities to amend and supplement bear 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 same CUSIP number 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, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below). In connection with the Registered Exchange Offer, the Company shall:

Registered Exchange Offer. The Company shall, at its own costand the Note Guarantors shall (a) prepare and, not later than 120 105 days after following the date of original issue issuance of the Initial Securities (the “Issue Date”"ISSUE DATE"), prepare and file with the Securities and Exchange Commission (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”), with respect to a proposed offer (the “Registered Exchange Offer”) to the Holders of Transfer Restricted the Securities (as defined in Section 6 hereof), who are not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer, "REGISTERED EXCHANGE OFFER") to issue and deliver to such Holders, in exchange for the Initial Securities, a like aggregate principal amount of debt securities (the “Exchange Securities”) of the Company issued under (the Indenture and "EXCHANGE SECURITIES") that are identical in all material respects to the Initial Securities (Securities, except for the transfer restrictions relating to the Initial Securities and the provisions relating to the matters described in Section 6 hereofSecurities, (b) that would be registered under the Securities Act. The Initial Securities and the Exchange Securities are herein collectively called the “Securities.” The Company shall use its their reasonable best efforts to cause such the Exchange Offer Registration Statement to become effective under the Securities Act within 180 days, of no later than 165 days after the Issue Date and shall the Registered Exchange Offer to be consummated no later than 195 days after the Issue Date and (c) keep the Exchange Offer Registration Statement effective for not less than 30 20 business days (or longer, if required by applicable law) after the date that on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “Exchange Offer Registration Period”"EXCHANGE OFFER REGISTRATION PERIOD"). The Company shall use its reasonable best efforts to consummate Exchange Securities will be issued under the Registered Exchange Offer no later than Indenture or an indenture (the 225th day after "EXCHANGE SECURITIES INDENTURE") among the Issue Date (such 225th dayCompany, the “Consummation Deadline”Note Guarantors and the Trustee or such other bank or trust company that is reasonably satisfactory to the Initial Purchaser, as trustee (the "EXCHANGE SECURITIES TRUSTEE"), such indenture to be identical in all material respects to the Indenture, except for the transfer restrictions relating to the Securities (as described above). If the Company effects the Registered Exchange Offer, the Company will be entitled to close the Registered Exchange Offer promptly following 30 days after the commencement thereof provided that the Company has accepted all the Initial Securities theretofore validly tendered in accordance with the terms of the 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 Transfer Restricted Securities electing to exchange the Initial Securities for Exchange Securities (assuming that such Holder (a) is not an affiliate of the Company within or an Exchanging Dealer (as defined herein) not complying with the meaning requirements of the Securities Act, acquires the Exchange Securities in the ordinary course of such Holder’s business and has no 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, each Holder that is a broker-dealer electing to exchange 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 substantially the information set forth in (a) Annex A hereto on the covernext sentence, (b) Annex B hereto in is not the “Exchange Offer Procedures” section and the “Purpose of the Exchange Offer” sectionInitial Purchaser holding Securities that have, 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 or that are reasonably likely to the Registered Exchange Offer. The Company shall use its reasonable best efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the prospectus contained therein, in order to permit such prospectus to be lawfully delivered by 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, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below). In connection with the Registered Exchange Offerhave, the Company shall:status of an

Registered Exchange Offer. The Company shall, at its own costshall (i) prepare and, not later than 120 90 days after following the date of original issue issuance of the Initial Securities (the “"Issue Date”"), prepare 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 the Securities (as defined in Section 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 Initial Securities, a like aggregate principal amount of debt securities (the “Exchange Securities”) of the Company issued under (the Indenture and "Exchange Securities") that are identical in all material respects to the Initial Securities (Securities, except for the transfer restrictions relating to the Initial Securities and the provisions relating to the matters described in Section 6 hereofSecurities, (ii) that would be registered under the Securities Act. The Initial Securities and the Exchange Securities are herein collectively called the “Securities.” The Company shall use its reasonable best efforts to cause such the Exchange Offer Registration Statement to become effective under the Securities Act within 180 days, of no later than 150 days after the Issue Date and shall the Registered Exchange Offer to be consummated no later than 180 days after the Issue Date and (iii) keep the Exchange Offer Registration Statement effective for not less than 30 days (or longer, if required by applicable law) after the date that on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “"Exchange Offer Registration Period”"). The Exchange Securities will be issued under the Indenture or an indenture (the "Exchange Securities Indenture") between the Company shall use its reasonable best efforts and the Trustee or such other bank or trust company that is reasonably satisfactory to consummate the Registered Initial Purchasers, as trustee (the "Exchange Offer no later than Securities Trustee"), such indenture to be identical in all material respects to the 225th day after Indenture, except for the Issue Date transfer restrictions relating to the Securities (such 225th day, the “Consummation Deadline”as described above). If the Company effects the Registered Exchange Offer, the Company will be entitled to close the Registered Exchange Offer promptly following 30 days after the commencement thereof provided that the Company has accepted all the Initial Securities theretofore validly tendered in accordance with the terms of the 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 Transfer Restricted Securities electing to exchange the Initial Securities for Exchange Securities (assuming that such Holder (a) is not an affiliate of the Company within or an Exchanging Dealer (as defined herein) not complying with the meaning requirements of the next sentence, (b) is not an Initial Purchaser holding Securities Actthat have, or that are reasonably likely to have, the status of an unsold allotment in an initial distribution, (c) acquires the Exchange Securities in the ordinary course of such Holder’s 's business and (d) has no arrangements or 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 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 that is a broker-dealer electing to exchange 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 substantially the information set forth in (a) Annex A hereto on the coverhereto, (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 any Initial Purchaser elects to sell Private Exchange Securities acquired in exchange for 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 and the Exchange Act ("Regulation S-K"). If, prior to the consummation of the Registered Exchange Offer, any Holder holds any Securities acquired by it that have, or that are reasonably likely to be determined to have, the status of an unsold allotment in an initial distribution, or any Holder is not entitled to participate in the Registered Exchange Offer, the Company shall, upon the request of any such Holder, simultaneously with the delivery of the Exchange Securities in the Registered Exchange Offer, issue and deliver to any such Holder, in exchange for the Securities held by such Holder (the "Private Exchange"), a like aggregate principal amount of debt securities of the Company (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 Private Exchange Securities will be issued under the same indenture as the Exchange Securities, and the Company shall use its reasonable best efforts to keep cause the Private Exchange Offer Registration Statement effective and Securities to amend and supplement bear 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 same CUSIP number 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, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below). In connection with the Registered Exchange Offer, the Company shall:

Registered Exchange Offer. The Company shall, at its own costshall prepare and, not later than 120 45 days after following the date of original issue of the Initial Securities Issue Date (the “Issue Date”as hereinafter defined), prepare the Company and the Guarantors (i) shall 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 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 Initial Securities, a like aggregate principal amount of debt securities (the “Exchange Securities”) senior subordinated notes of the Company issued under (the Indenture and "Exchange Securities") substantially identical in all material respects to the Initial Securities (Securities, except for the transfer restrictions relating to the Initial Securities and the provisions relating to the matters described in Section 6 hereofSecurities, (ii) that would be registered under the Securities Act. The Initial Securities and the Exchange Securities are herein collectively called the “Securities.” The Company shall use its their reasonable best efforts to cause such the Exchange Offer Registration Statement to become effective under the Securities Act within 180 days, of no later than 120 days after the Issue Date and to be consummated no later than 165 days after the Issue Date and (iii) shall keep the Registered Exchange Offer Registration Statement effective open for a period of not less than 30 20 business days (or longer, if required by applicable law) after the date that notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “"Exchange Offer Registration Period”"). The Company shall use its reasonable best efforts to consummate Exchange Securities will be issued under the Registered Indenture or an indenture (the "Exchange Offer no later than Securities Indenture") between the 225th day after the Issue Date (such 225th dayCompany, the “Consummation Deadline”Guarantors and the Trustee or such other bank or trust company reasonably satisfactory to you, as trustee (the "Exchange Securities Trustee"), such indenture to be substantially identical to the Indenture except for the transfer restrictions relating to the Securities (as described above). If the Company effects the Registered Exchange Offer, the Company will be entitled to close the Registered Exchange Offer promptly following 30 days after the commencement thereof provided that the Company has accepted all the Initial Securities theretofore validly tendered in accordance with the terms of the 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 Transfer Restricted Securities electing to exchange the Initial Securities for Exchange Securities (assuming that such Holder (a) is not (i) an affiliate of the Company within the meaning of the Securities ActAct or (ii) an Exchanging Dealer (as defined below) not complying with the requirements of the next sentence, (b) acquires the Exchange Securities in the ordinary course of such Holder’s 's business and (c) has no arrangements or 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 Initial Purchasers and each Exchanging Dealer (as defined below) 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, each Holder that which is a broker-dealer electing to exchange 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, 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. The Company shall use its reasonable best efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the prospectus contained therein, in order to permit such prospectus to be lawfully delivered by 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, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below). In connection with the Registered Exchange Offer, the Company shall:

Registered Exchange Offer. The Unless not permitted by applicable law (after the Company shallhas complied with the ultimate paragraph of this Section 1), at its own costthe Company shall prepare and, not later than 120 90 days (such 90th day being a "FILING DEADLINE") after the date of original issue of on which the Initial Purchasers purchase the Initial Securities pursuant to the Purchase Agreement (the “Issue Date”"CLOSING DATE"), prepare and 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 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 Initial Securities, a like aggregate principal amount of debt securities (the “Exchange Securities”) of the Company issued under the Indenture and Indenture, identical in all material respects to the Initial Securities (except for the transfer restrictions relating to the Initial Securities and the provisions relating to the matters described in Section 6 hereof) that would be registered under the Securities ActAct (the "EXCHANGE SECURITIES"). The Initial Securities and the Exchange Securities are herein collectively called the “Securities.” The Company shall use its reasonable best efforts to (i) cause such Exchange Offer Registration Statement to become effective under the Securities Act within 180 days, of 210 days after the Issue Closing Date (such 210th day being an "EFFECTIVENESS DEADLINE") and shall (ii) keep the Exchange Offer Registration Statement effective for not less than 30 days (or longer, if required by applicable law) after the date that notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “Exchange Offer Registration Period”). The Company shall use its reasonable best efforts to consummate the Registered Exchange Offer no later than the 225th day after the Issue Date (such 225th day, the “Consummation Deadline”"EXCHANGE OFFER REGISTRATION PERIOD"). If the Company effects commences the Registered Exchange Offer, the Company (i) will be entitled to close consummate the Registered Exchange Offer promptly following 30 days after the such commencement thereof (provided that the Company has accepted all the Initial Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer) and (ii) will be required to consummate the Registered Exchange Offer no later than 50 days after the date on which the Exchange Offer Registration Statement is declared effective (such 50th day 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 Initial Securities for Exchange Securities (assuming that such Holder is not an affiliate of the Company within the meaning of the Securities Act, acquires the Exchange Securities in the ordinary course of such Holder’s 's business and has no 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 that which is a broker-dealer electing to exchange 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”"EXCHANGING DEALER"), is required to deliver a prospectus containing substantially 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 OfferOffer and (ii) an Initial Purchaser that elects to sell Securities (as defined below) acquired in exchange for Initial Securities constituting any portion of an unsold 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 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 DealerDealer or 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 180 days after the consummation of the Registered Exchange Offer. If, upon consummation of the Registered Exchange Offer, any Initial Purchaser holds 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 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 to the Initial Securities (the "PRIVATE EXCHANGE SECURITIES"). The 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. The Company shall, at its own costshall prepare and, not later than 120 60 days after following the date of original issue of the Initial Securities Issue Date (the “Issue Date”as hereinafter defined), prepare and shall 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 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 Initial Securities, a like aggregate principal amount of debt securities (the “Exchange Securities”) of the Company issued under (the Indenture and "Exchange Securities") identical in all material respects to the Initial Securities (Securities, except for the transfer restrictions relating to the Initial Securities and the provisions relating to the matters described in Section 6 hereof) that would be registered under the Securities Act. The Initial Securities and the Exchange Securities are herein collectively called the “Securities.” The Company , shall use its reasonable best efforts to cause such the Exchange Offer Registration Statement to become effective under the Securities Act within 180 days, of no later than 150 days after the Issue Date and to be consummated no later than 180 days after the Issue Date, and shall keep the Exchange Offer Registration Statement effective for not less than 30 days (or longer, if required by applicable law) after the date that notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “"Exchange Offer Registration Period”"). The Exchange Securities will be issued under the Indenture or an indenture (the "Exchange Securities Indenture") between the Company shall use its reasonable best efforts and the Trustee or such other bank or trust company reasonably satisfactory to consummate you, as trustee (the Registered "Exchange Offer no later than Securities Trustee"), such indenture to be identical in all material respects to the 225th day after Indenture except for the Issue Date transfer restrictions relating to the Securities (such 225th day, the “Consummation Deadline”as described above). If the Company effects the Registered Exchange Offer, the Company will be entitled to close the Registered Exchange Offer promptly following 30 days after the commencement thereof provided that the Company has accepted all the Initial Securities theretofore validly tendered in accordance with the terms of the 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 Transfer Restricted Securities electing to exchange the Initial Securities for Exchange Securities (assuming that such Holder (a) is not (i) an affiliate of the Company within the meaning of the Securities ActAct or (ii) an Exchanging Dealer (as defined below) not complying with the requirements of the next sentence, (b) acquires the Exchange Securities in the ordinary course of such Holder’s 's business and (c) has no arrangements or 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 Initial Purchaser and each Exchanging Dealer (as defined below) 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 that which is a broker-dealer electing to exchange 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, 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. The Company shall use its reasonable best efforts Offer and (ii) if the Initial Purchaser elects to keep sell Exchange Securities acquired in exchange for Securities constituting any portion of an unsold allotment it is required to deliver a prospectus containing the Exchange Offer Registration Statement effective and to amend and supplement information required by Items 507 or 508 of Regulation S-K under the prospectus contained thereinSecurities Act, as applicable, 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 connection 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, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below)a sale. In connection with the Registered Exchange Offer, the Company shall:

Registered Exchange Offer. The Company shall, at its own cost, Unless not later than 120 days permitted by applicable law (after the date Company has complied with the ultimate paragraph of original issue of the Initial Securities (the “Issue Date”this Section 1), the Company shall prepare 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 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 Initial Securities, a like aggregate principal amount of debt securities (the “Exchange Securities”) of the Company issued under the Indenture and Indenture, substantially identical in all material respects to the Initial Securities (except for the transfer restrictions relating to the Initial Securities and the provisions relating to the matters described in Section 6 hereof) that would be registered under the Securities Act. The Initial Securities and the Exchange Securities are herein collectively called Act (the “Exchange Securities.” ”). The Company shall use its reasonable best efforts to cause such the Exchange Offer Registration Statement to become effective under the Securities Act within 180 days, of 270 days (such 270th day being an “Effectiveness Deadline”) after the Issue Date date on which the Initial Purchasers purchase the Initial Securities pursuant to the Purchase Agreement (the “Closing Date”) and shall will keep the Exchange Offer Registration Statement effective for not less than 30 days (or longer, if required by applicable law) after the date that notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “Exchange Offer Registration Period”). The Company shall use its reasonable best efforts to consummate the Registered Exchange Offer no later than the 225th day after the Issue Date (such 225th day, the “Consummation Deadline”). If the Company effects commences the Registered Exchange Offer, the Company will be entitled to close consummate the Registered Exchange Offer promptly following 30 days after the such commencement thereof (provided that the Company has accepted all the Initial Securities theretofore validly tendered in accordance with the terms of the Registered Exchange 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 the Registered Exchange Offer to enable each Holder of Transfer Restricted Securities electing to exchange the Initial Securities for Exchange Securities (assuming that such Holder is not an affiliate of the Company within the meaning of the Securities Act, acquires the Exchange Securities in the ordinary course of such Holder’s business and has no 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 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 that which is a broker-dealer electing to exchange 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 substantially 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 OfferOffer and (ii) an Initial Purchaser that elects to sell Securities (as defined below) acquired in exchange for Initial Securities constituting any portion of an unsold allotment, is required to deliver a prospectus containing the information required by Items 507 or 508, as applicable, of Regulation S-K under the Securities Act in connection with such sale. The Company shall use its reasonable best efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the prospectus contained therein, in order to permit such prospectus to be lawfully delivered by 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 DealerDealer or an Initial Purchaser, such period shall be the lesser of 180 120 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 120 days after the consummation of the Registered Exchange Offer. If, upon consummation of the Registered Exchange Offer, any Initial Purchaser holds 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 Initial Securities held by such Initial Purchaser, a like principal amount of debt securities of the Company issued under the Indenture and substantially identical in all material respects to the Initial Securities (the “Private Exchange Securities”). The 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. The Company shall, at its own costshall (i) prepare and, not later than 120 90 days after following the date of original issue issuance of the Initial Securities (the “"Issue Date”"), prepare 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 the Securities (as defined in Section 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 Initial Securities, a like aggregate principal amount of debt securities (the “Exchange Securities”) of the Company issued under (the Indenture and "Exchange Securities") that are identical in all material respects to the Initial Securities (such Securities, except for the transfer restrictions or the payment of additional interest relating to the Initial Securities and the provisions relating to the matters described in Section 6 hereofSecurities, (ii) that would be registered under the Securities Act. The Initial Securities and the Exchange Securities are herein collectively called the “Securities.” The Company shall use its reasonable best efforts to cause such the Exchange Offer Registration Statement to become effective under the Securities Act within 180 days, of no later than 150 days after the Issue Date and shall the Registered Exchange Offer to be consummated no later than 180 days after the Issue Date and (iii) keep the Exchange Offer Registration Statement effective for not less than 30 days (or longer, if required by applicable law) after the date that on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “"Exchange Offer Registration Period”"). The Exchange Securities will be issued under the Indenture, including the Supplemental Indenture, or an indenture (the "Exchange Securities Indenture") between the Company shall use its reasonable best efforts and the Trustee or such other bank or trust company that is reasonably satisfactory to consummate the Registered Initial Purchaser, as trustee (the "Exchange Offer no later than Securities Trustee"), such indenture to be identical in all material respects to the 225th day after Indenture, including the Issue Date Supplemental Indenture, except for the transfer restrictions relating to the Securities (such 225th day, the “Consummation Deadline”as described above). If the Company effects the Registered Exchange Offer, the Company will be entitled to close the Registered Exchange Offer promptly following 30 days after the commencement thereof provided that the Company has accepted all the Initial Securities theretofore validly tendered in accordance with the terms of the 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 Transfer Restricted Securities electing to exchange the Initial Securities for Exchange Securities (assuming that such Holder (a) is not an affiliate of the Company within or an Exchanging Dealer (as defined herein) not complying with the meaning requirements of the next sentence, (b) is not the Initial Purchaser holding Securities Actthat have, or that are reasonably likely to have, the status of an unsold allotment in an initial distribution, (c) acquires the Exchange Securities in the ordinary course of such Holder’s 's business and (d) has no arrangements or 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 Initial Purchaser 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, each Holder that is a broker-dealer electing to exchange 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 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. If, prior to the consummation of the Registered Exchange Offer, any Holder holds any Securities acquired by it that have, or that are reasonably likely to be determined to have, the status of an unsold allotment in an initial distribution, or any Holder is not entitled to participate in the Registered Exchange Offer, the Company shall, upon the request of any such Holder, simultaneously with the delivery of the Exchange Securities in the Registered Exchange Offer, issue and deliver to any such Holder, in exchange for the Securities held by such Holder (the "Private Exchange"), a like aggregate principal amount of debt securities of the Company (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 Private Exchange Securities will be issued under the same indenture as the Exchange Securities, and the Company shall use its reasonable best efforts to keep cause the Private Exchange Offer Registration Statement effective and Securities to amend and supplement bear 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 same CUSIP number 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, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below). In connection with the Registered Exchange Offer, the Company shall:

Registered Exchange Offer. The Company shall, at its own costshall (i) prepare and, not later than 120 90 days after following the date of original issue issuance of the Initial Securities (the “"Issue Date”"), prepare 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 the Securities (as defined in Section 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 Initial Securities, a like aggregate principal amount of debt securities (the “Exchange Securities”) of the Company issued under (the Indenture and "Exchange Securities") that are identical in all material respects to the Initial Securities (Securities, except for the transfer restrictions relating to the Initial Securities and the provisions relating to the matters described in Section 6 hereofSecurities, (ii) that would be registered under the Securities Act. The Initial Securities and the Exchange Securities are herein collectively called the “Securities.” The Company shall use its reasonable best efforts to cause such the Exchange Offer Registration Statement to become effective under the Securities Act within no later than 180 days, of days after the Issue Date and shall the Registered Exchange Offer to be consummated no later than 210 days after the Issue Date and (iii) keep the Exchange Offer Registration Statement effective for not less than 30 20 business days (or longer, if required by applicable law) after the date that on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “"Exchange Offer Registration Period”"). The Exchange Securities will be issued under the Indenture or an indenture (the "Exchange Securities Indenture") between the Company shall use its reasonable best efforts and the Trustee or such other bank or trust company that is reasonably satisfactory to consummate the Registered Initial Purchasers, as trustee (the "Exchange Offer no later than Securities Trustee"), such indenture to be identical in all material respects to the 225th day after Indenture, except for the Issue Date transfer restrictions relating to the Securities (such 225th day, the “Consummation Deadline”as described above). If the Company effects the Registered Exchange Offer, the Company will be entitled to close the Registered Exchange Offer promptly following 30 days after the commencement thereof provided that the Company has accepted all the Initial Securities theretofore validly tendered in accordance with the terms of the 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 Transfer Restricted Securities electing to exchange the Initial Securities for Exchange Securities (assuming that such Holder (a) is not an affiliate of the Company within or an Exchanging Dealer (as defined herein) not complying with the meaning requirements of the next sentence, (b) is not an Initial Purchaser holding Securities Actthat have, or that are reasonably likely to have, the status of an unsold allotment in an initial distribution, (c) acquires the Exchange Securities in the ordinary course of such Holder’s 's business and (d) has no arrangements or 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 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, each Holder that is a broker-dealer electing to exchange 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 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. If, prior to the consummation of the Registered Exchange Offer, any Holder holds any Securities acquired by it that have, or that are reasonably likely to be determined to have, the status of an unsold allotment in an initial distribution, or any Holder is not entitled to participate in the Registered Exchange Offer, the Company shall, upon the request of any such Holder, simultaneously with the delivery of the Exchange Securities in the Registered Exchange Offer, issue and deliver to any such Holder, in exchange for the Securities held by such Holder (the "Private Exchange"), a like aggregate principal amount of debt securities of the Company (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 Private Exchange Securities will be issued under the same indenture as the Exchange Securities, and the Company shall use its reasonable best efforts to keep cause the Private Exchange Offer Registration Statement effective and Securities to amend and supplement bear 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 same CUSIP number 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, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below). In connection with the Registered Exchange Offer, the Company shall:

Registered Exchange Offer. The Company shall, at its own costIssuers shall (i) prepare and, not later than 120 180 days after following the date of original issue issuance of the Initial Securities Notes (the “"Issue Date”"), prepare 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 the Notes (as defined in Section 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 Initial SecuritiesNotes, a like aggregate principal amount of debt securities (the “Exchange Securities”) of the Company issued under (the Indenture and "Exchange Notes") that are identical in all material respects to the Initial Securities Notes (except for the transfer restrictions relating to the Initial Securities and the provisions relating to the matters described in Section 6 hereof) that would be registered under the Securities Act. The Initial Securities and the Exchange Securities are herein collectively called the “Securities.” The Company shall Notes will not contain terms with respect to transfer restrictions), (ii) use its reasonable their respective best efforts to cause such the Exchange Offer Registration Statement to become effective under the Securities Act within 180 days, of no later than 240 days after the Issue Date and shall the Registered Exchange Offer to be consummated no later than 270 days after the Issue Date and (iii) keep the Exchange Offer Registration Statement effective for not less than 30 days (or longer, if required by applicable law) after the date that on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “"Exchange Offer Registration Period”"). The Company shall use its reasonable best efforts Exchange Notes will be issued under the Indenture or an indenture (the "Exchange Notes Indenture") between the Issuers and the Trustee or such other bank or trust company that is reasonably satisfactory to consummate the Registered Initial Purchaser, as trustee (the "Exchange Offer no later than Notes Trustee"), such indenture to be identical in all material respects to the 225th day after Indenture (except that the Issue Date Exchange Notes Indenture will not contain terms with respect to transfer restrictions) (such 225th day, the “Consummation Deadline”as described above). If the Company effects the Registered Exchange Offer, the Company will be entitled to close the Registered Exchange Offer promptly following 30 days after the commencement thereof provided that the Company has accepted all the Initial Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer. 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 Initial Securities Notes for Exchange Securities Notes (assuming that such Holder (a) is not an affiliate of the Company within the meaning any of the Securities ActIssuers or an Exchanging Dealer (as defined herein) not complying with the requirements of the next sentence, (b) is not the Initial Purchaser holding Notes that have, or that are reasonably likely to have, the status of an unsold allotment in an initial distribution, (c) acquires the Exchange Securities Notes in the ordinary course of such Holder’s 's business and (d) has no arrangements or understandings 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 Issuers, the Initial Purchaser 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 that is a broker-dealer electing to exchange Securities, Notes acquired for its own account as a result of market-making activities or other trading activities, activities for Exchange Securities Notes (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, " 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 the Initial Purchaser elects to sell Private Exchange Notes (as defined) acquired in exchange for Notes 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 and the Exchange Act ("Regulation S-K"), as applicable, in connection with such a sale. change Notes, Exchange Notes as to which clause (v) of the first paragraph of Section 2 hereof is applicable and Exchange Notes held by Participating Broker-Dealers (as defined), and the Company shall have no further obligations to register Transfer Restricted Notes (other than Private Exchange Notes and other than in respect of Exchange Notes as to which clause (v) of the first paragraph of Section 2 hereof applies) pursuant to Section 2 hereof. If, prior to the consummation of the Registered Exchange Offer, any Holder holds any Notes acquired by it that have, or that are reasonably likely to be determined to have, the status of an unsold allotment in an initial distribution, or any Holder is not entitled to participate in the Registered Exchange Offer, the Issuers shall, upon the request of any such Holder, simultaneously with the delivery of the Exchange Notes in the Registered Exchange Offer, issue and deliver to any such Holder, in exchange for the Notes held by such Holder (the "Private Exchange"), a like aggregate principal amount of debt securities of the Issuers (the "Private Exchange Notes") that are identical in all material respects to the Exchange Notes (except that the Private Exchange Notes will contain terms with respect to transfer restrictions). The Company Private Exchange Notes will be issued under the same indenture as the Exchange Notes, and the Issuers shall use its their reasonable best efforts to keep cause the Private Exchange Notes to bear the same CUSIP number as 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, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below)Notes. In connection with the Registered Exchange Offer, the Company Issuers shall:

Registered Exchange Offer. The Unless doing so would be prohibited by applicable law, rules, regulations or policy of the Commission, the Company shall, at its own costshall (i) prepare and, not later than 120 205 days after following the date of original issue of the Initial Securities hereof (the “Issue "Closing Date”"), prepare and file with the Securities and Exchange Commission (the “Commission”) a registration statement (as amended or supplemented from time to time, 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 hereof), the "Registered Exchange Offer") who are not prohibited by any law applicable law, rules, regulations or policy of the Commission from participating in the Registered Exchange Offer, Offer to issue and deliver to such Holders, in exchange for the Initial SecuritiesSecurities held by such Holders, a like aggregate principal amount of debt securities (the “Exchange Securities”) of the Company issued under (the Indenture and "Exchange Securities") that are identical in all material respects to the Initial Securities (Securities, except for the transfer restrictions relating to the Initial Securities and the provisions relating related to the matters described in Section 6 3 hereof, (ii) that would be registered under the Securities Act. The Initial Securities and the Exchange Securities are herein collectively called the “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 180 days, of no later than 295 days after the Issue Closing Date and shall the Registered Exchange Offer to be consummated no later than 325 days after the Closing Date and (iii) keep the Exchange Offer Registration Statement effective for not less than 30 days (or longer, if required by applicable law) after the date that on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “"Exchange Offer Registration Period”"). The Company shall use its reasonable best efforts to consummate Exchange Securities will be issued under the Registered Indenture or an indenture (the "Exchange Offer no later than the 225th day after the Issue Date (such 225th day, the “Consummation Deadline”). If Securities Indenture") between the Company effects and the Registered Exchange Offer, the Company will be entitled Trustee or such other bank or trust company that is reasonably satisfactory to close the Registered Exchange Offer promptly following 30 days after the commencement thereof provided that the Company has accepted all the Initial Purchasers, as trustee (the "Exchange Securities theretofore validly tendered Trustee"), such indenture to be identical in accordance with all material respects to the terms of Indenture, except for the Registered Exchange Offertransfer restrictions relating to the Securities (as described above) and the provisions related to the matters described in Section 3 hereof. 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 Initial Securities for Exchange Securities (assuming that such Holder (a) is not an affiliate of the Company within or an Exchanging Dealer (as defined herein) not complying with the meaning requirements of the next sentence, (b) is not an Initial Purchaser holding Securities Actthat have, or that are reasonably likely to have, the status of an unsold allotment in an initial distribution, (c) acquires the Exchange Securities in the ordinary course of such Holder’s 's business and (d) has no arrangements or understandings with any person to participate in the distribution of the Exchange Securities and is not prohibited by any law applicable law, rules, regulations or policy of the Commission from participating in the Registered Exchange Offer) and to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act (it being understood that the requirement that an Exchanging Dealer or Initial Purchaser deliver the prospectus contained in the Exchange Offer Registration Statement in connection with the sale of Exchange Securities shall not result in such Exchange Securities being not "freely transferable") 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 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, each Holder that is a broker-dealer electing to exchange 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 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 sections of such prospectus that set forth the “Purpose details of the Exchange Offer” section, exchange offer procedures 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. The Company shall use its reasonable best efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the prospectus contained therein, in order to permit such prospectus to be lawfully delivered by 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, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below). In connection with the Registered Exchange Offer, the Company shall:

Registered Exchange Offer. The Company shall, at its own cost, prepare and, not later than 120 60 days after (or if the 60th day is not a business day, the first business day thereafter) the date of original issue of the Initial Securities (the “"Issue Date”"), prepare 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 hereof), who are not prohibited by any law or policy of the Commission from participating in the such a Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the their respective Initial Securities, a like aggregate principal amount (or principal amount at maturity) of debt securities (the “Exchange Securities”) of the Company (collectively, the "Exchange Securities") issued under the Indenture and identical in all material respects to the Initial Securities (except for the transfer restrictions relating to the such Initial Securities and the provisions relating to the matters described in Section 6 hereof) ), as the case may be, that would be registered under the Securities Act. The Initial Securities and the Exchange Securities are herein collectively called the “Securities.” The Company shall use its reasonable best efforts to cause such Exchange Offer Registration Statement to become effective under the Securities Act within 180 days150 days (or if the 150th day is not a business day, of the first business day thereafter) after the Issue Date of the Initial Securities and shall keep the such Exchange Offer Registration Statement effective for not less than 30 days (or longer, if required by applicable law) after the date that notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “"Exchange Offer Registration Period”). The Company shall use its reasonable best efforts to consummate the Registered Exchange Offer no later than the 225th day after the Issue Date (such 225th day, the “Consummation Deadline”"). If the Company effects the Registered Exchange Offer, the Company will be entitled to close the such Registered Exchange Offer promptly following 30 days after the commencement thereof provided that the Company has accepted all the Initial Securities theretofore validly tendered and not validly withdrawn in accordance with the terms of the Registered Exchange 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 the Initial Securities electing to exchange the such Initial Securities for Exchange Securities (assuming that such Holder is not an affiliate of the Company within the meaning of the Securities Act, or an Exchanging Dealer (as defined below) not complying with the requirements of clause (i) of the next paragraph acquires the Exchange Securities in the ordinary course of such Holder’s Xxxxxx's business and has no 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 that which is a broker-dealer electing to exchange 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 substantially 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 a Registered Exchange OfferOffer and (ii) an Initial Purchaser that elects to sell Exchange Securities acquired in exchange for Initial Securities constituting any portion of an unsold 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 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 DealerDealer or 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 Initial Securities acquired by it as part of its initial distribution, the Company, simultaneously with the delivery of the Exchange Securities pursuant to the relevant Registered Exchange Offer, shall issue and deliver to such Initial Purchaser upon its written request, in exchange (each, a "Private Exchange" and, collectively, the "Private Exchanges") for the respective Initial Securities held by such Initial Purchaser, a like principal amount (or principal amount at maturity) 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 Initial Securities (the "Private Exchange Securities"). The 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. The Company shall, at its own costand the Guarantors shall (i) prepare and, not later than 120 75 days after following the date of original issue issuance of the Initial Securities (the “"Issue Date”"), prepare 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 the Securities (as defined in Section 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 Initial Securities, a like aggregate principal amount at maturity of debt securities (the “Exchange Securities”) of the Company issued under (the Indenture and "Exchange Securities") that are identical in all material respects to the Initial Securities (Securities, except for the transfer restrictions relating to the Initial Securities and the provisions relating to the matters described in Section 6 hereofSecurities, (ii) that would be registered under the Securities Act. The Initial Securities and the Exchange Securities are herein collectively called the “Securities.” The Company shall use its their reasonable best efforts to cause such the Exchange Offer Registration Statement to become effective under the Securities Act within 180 days, of no later than 150 days after the Issue Date and shall the Registered Exchange Offer to be consummated no later than 180 days after the Issue Date and (iii) keep the Exchange Offer Registration Statement effective for not less than 30 days (or longer, if required by applicable law) after the date that on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “"Exchange Offer Registration Period”"). The Company shall use its reasonable best efforts to consummate Exchange Securities will be issued under the Registered Indenture or an indenture (the "Exchange Offer no later than Securities Indenture") between the 225th day after the Issue Date (such 225th dayCompany, the “Consummation Deadline”Guarantors and the Trustee or such other bank or trust company that is reasonably satisfactory to the Purchasers, as trustee (the "Exchange Securities Trustee"), such indenture to be identical in all material respects to the Indenture, except for the transfer restrictions relating to the Securities (as described herein). If the Company effects the Registered Exchange Offer, the Company will be entitled to close the Registered Exchange Offer promptly following 30 days after the commencement thereof provided that the Company has accepted all the Initial Securities theretofore validly tendered in accordance with the terms of the 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 Transfer Restricted Securities electing to exchange the Initial Securities for Exchange Securities (assuming that such Holder (a) is not an affiliate of the Company within or an Exchanging Dealer (as defined below) not complying with the meaning requirements of the Securities Actnext sentence, (b) acquires the Exchange Securities in the ordinary course of such Holder’s 's business and (c) has no arrangements or 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 Purchasers 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, each Holder that is a broker-dealer electing to exchange 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 substantially 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. The Company shall use its reasonable best efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the prospectus contained therein, in order to permit such prospectus to be lawfully delivered by 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, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below). In connection with the Registered Exchange Offer, the Company shall:the

Registered Exchange Offer. The Company shall, at its own costand the Support Provider shall (i) prepare and, not later than 120 210 days after following the date of original issue issuance of the Initial Securities (the “"Issue Date”"), prepare 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 the Securities (as defined in Section 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 Holdersthe Holders of the Securities, in exchange for the Initial their Securities, a like aggregate principal amount of debt securities (the “Exchange Securities”) of the Company issued under (the Indenture and "Exchange Securities") that are identical in all material respects to the Initial Securities (and similarly entitled to the benefits of the Support Agreement, except for the transfer restrictions relating to the Initial Securities and the provisions relating to the matters described in Section 6 hereofSecurities, (ii) that would be registered under the Securities Act. The Initial Securities and the Exchange Securities are herein collectively called the “Securities.” The Company shall use its their reasonable best efforts to cause such the Exchange Offer Registration Statement to become effective under the Securities Act within 180 days, of no later than 285 days after the Issue Date and shall the Registered Exchange Offer to be consummated no later than 315 days after the Issue Date and (iii) keep the Exchange Offer Registration Statement effective for not less than 30 20 business days (or longer, if required by applicable law) after the date that on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “"Exchange Offer Registration Period”"). The Company shall use its reasonable best efforts to consummate Exchange Securities will be issued under the Registered Indenture or an indenture (the "Exchange Offer no later than Securities Indenture") between the 225th day after the Issue Date (such 225th dayCompany, the “Consummation Deadline”Support Provider and the Trustee or such other bank or trust company that is reasonably satisfactory to the Initial Purchaser, as Trustee (the "Exchange Securities Trustee"), such indenture to be identical in all material respects to the Indenture, except for the transfer restrictions relating to the Securities (as described above). If the Company effects the Registered Exchange Offer, the Company will be entitled to close the Registered Exchange Offer promptly following 30 days after the commencement thereof provided that the Company has accepted all the Initial Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer. Following the declaration of Upon the effectiveness of the Exchange Offer Registration Statement, the Company and the Support Provider 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 Initial Securities for the applicable Exchange Securities (assuming that such Holder (a) is not an affiliate of the Company within or an Exchanging Dealer (as defined herein) not complying with the meaning requirements of the next sentence, (b) is not the Initial Purchaser holding Securities Actthat have, or that are reasonably likely to have, the status of an unsold allotment in an initial distribution, (c) acquires the Exchange Securities in the ordinary course of such Holder’s 's business and (d) has no arrangements or 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 Support Provider, the Initial Purchaser 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, each Holder that is a broker-dealer electing to exchange Securities, acquired for its own account as a result of market-making activities or other trading activities, for the applicable 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. If, prior to the consummation of the Registered Exchange Offer, any Holder holds any Securities acquired by it that have, or that are reasonably likely to be determined to have, the status of an unsold allotment in an initial distribution, or any Holder is not entitled to participate in the Registered Exchange Offer, the Company shall, upon the request of any such Holder, simultaneously with the delivery of the Exchange Securities in the Registered Exchange Offer, issue and deliver to any such Holder, in exchange for the Securities held by such Holder, a like aggregate principal amount of debt securities of the Company (the "Private Exchange Securities") that are identical in all material respects to the Exchange Securities and similarly entitled to the benefits of the Support Agreement, except for the transfer restrictions relating to such Private Exchange Securities (the "Private Exchange"). The Private Exchange Securities will be issued under the same indenture as the Exchange Securities, and the Company shall use its reasonable best efforts to keep cause the Private Exchange Offer Registration Statement effective and Securities to amend and supplement bear the prospectus contained therein, in order to permit such prospectus to be lawfully delivered by all persons subject to same CUSIP number as 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 applicable 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, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below). In connection with the Registered Exchange Offer, the Company and the Support Provider shall:

Registered Exchange Offer. The Company shall, at its own costIssuers shall (i) prepare and, not later than 120 90 days after following the date of original issue issuance of the Initial Securities (the “"Issue Date”"), prepare 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 the Securities (as defined in Section 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 Initial Securities, a like aggregate principal amount of debt securities of the Issuers (the “"Exchange Securities”) of the Company issued under the Indenture and "), that are identical in all material respects to the Initial Securities (Securities, except for that the liquidated damages provisions and the transfer restrictions relating to the Initial Securities and the provisions relating to the matters described in Section 6 hereofwill be eliminated, (ii) that would be registered under the Securities Act. The Initial Securities and the Exchange Securities are herein collectively called the “Securities.” The Company shall use its their reasonable best efforts to cause such the Exchange Offer Registration Statement to become effective under the Securities Act within no later than 180 days, of days after the Issue Date and shall the Registered Exchange Offer to be consummated no later than 210 days after the Issue Date and (iii) keep the Exchange Offer Registration Statement effective for not less than 30 days (or longer, if required by applicable law) after the date that on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “"Exchange Offer Registration Period”"). The Company shall use its reasonable best efforts Exchange Securities will be issued under the Indenture or an indenture (the "Exchange Securities Indenture") among the Issuers and the Trustee or such other bank or trust company that is reasonably satisfactory to consummate the Registered Initial Purchasers, as trustee (the "Exchange Offer no later than Securities Trustee"), such indenture to be identical in all material respects to the 225th day after Indenture, except for the Issue Date liquidated damages provisions and the transfer restrictions relating to the Securities (such 225th day, the “Consummation Deadline”as described above). If the Company effects the Registered Exchange Offer, the Company will be entitled to close the Registered Exchange Offer promptly following 30 days after the commencement thereof provided that the Company has accepted all the Initial Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer. 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 Initial Securities for Exchange Securities (assuming that such Holder (a) is not an affiliate of any of the Company Issuers (within the meaning of the Securities Act) or an Exchanging Dealer (as defined herein) not complying with the requirements of the next sentence, (b) is not an Initial Purchaser holding Securities that have, or that are reasonably likely to have, the status of an unsold allotment in an initial distribution, (c) acquires the Exchange Securities in the ordinary course of such Holder’s 's business and (d) has no arrangements or 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 Issuers, the Initial Purchasers and each Exchanging Dealer (as defined below) acknowledge that, pursuant to current interpretations by the Commission’s 's staff of Section 5 of the Securities Act, and in the absence of an applicable exemption therefrom, each Holder (which may include the Initial Purchasers) that is a broker-dealer electing to exchange 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 may be deemed to be an "underwriter" within the meaning of the Securities Act and must therefore, 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. If, prior to the consummation of the Registered Exchange Offer, any Holder holds any Securities acquired by it that have, or that are reasonably likely to be determined to have, the status of an unsold allotment in an initial distribution, or any Holder is not entitled to participate in the Registered Exchange Offer, the Issuers shall, upon the request of any such Holder, simultaneously with the delivery of the Exchange Securities in the Registered Exchange Offer, issue and deliver to any such Holder, in exchange for the Securities held by such Holder (the "Private Exchange"), a like aggregate principal amount of debt securities of the Issuers (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 Company Private Exchange Securities will be issued under the same indenture as the Exchange Securities, and the Issuers shall use its their reasonable best efforts to keep cause the Private Exchange Offer Registration Statement effective and Securities to amend and supplement bear 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 same CUSIP number 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, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below). In connection with the Registered Exchange Offer, the Company Issuers shall:

Registered Exchange Offer. The Company shall, at its own costshall (i) prepare and, not later than 120 90 days after following the date of original issue issuance of the Initial Securities (the “"Issue Date”"), prepare 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 the Securities (as defined in Section 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 Initial Securities, a like aggregate principal amount of debt securities (the “Exchange Securities”) of the Company issued under (the Indenture and "Exchange Securities") that are identical in all material respects to the Initial Securities (Securities, except for that the transfer restrictions relating to the Initial Securities and the provisions relating to the matters described in Section 6 hereof) that would U.S. securities laws shall be registered under the Securities Act. The Initial Securities eliminated and the Exchange Securities are herein collectively called will not contain provisions regarding the “Securities.” The Company shall payment of additional interest or be subject to further registration rights, (ii) use its commercially reasonable best efforts to cause such the Exchange Offer Registration Statement to become effective under the Securities Act within 180 days, of no later than 150 days after the Issue Date and shall the Exchange Offer to be consummated no later than 180 days after the Issue Date and (iii) keep the Exchange Offer Registration Statement effective for not less than 30 20 business days (or longer, if required by applicable law) after the date that on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “"Exchange Offer Registration Period”"). The Company shall use its reasonable best efforts to consummate Exchange Securities will be issued under the Registered Indenture or an indenture (the "Exchange Offer no later than the 225th day after the Issue Date (such 225th day, the “Consummation Deadline”). If Securities Indenture") between the Company effects and the Registered Trustee or such other bank or trust company that is reasonably satisfactory to the Initial Purchasers, as trustee (the "Exchange OfferSecurities Trustee"), such indenture to be identical in all material respects to the Company will be entitled to close the Registered Exchange Offer promptly following 30 days after the commencement thereof provided Indenture, except that the Company has accepted all transfer restrictions relating to U.S. securities laws shall be eliminated and the Initial Exchange Securities theretofore validly tendered in accordance with will not contain provisions regarding the terms payment of the Registered Exchange Offeradditional interest or be subject to further registration rights. 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 Initial Securities for Exchange Securities (assuming that such Holder (a) is not an affiliate of the Company within or an Exchanging Dealer (as defined herein) not complying with the meaning requirements of the next sentence, (b) is not an Initial Purchaser holding Securities Actthat have, or that are reasonably likely to have, the status of an unsold allotment in an initial distribution, (c) acquires the Exchange Securities in the ordinary course of such Holder’s 's business and (d) has no arrangements or 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 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, each Holder that is a broker-dealer electing to exchange 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 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. If, prior to the consummation of the Exchange Offer, any Holder holds any Securities acquired by it that have, or that are reasonably likely to be determined to have, the status of an unsold allotment in an initial distribution, or any Holder is not entitled to participate in the Exchange Offer, the Company shall, upon the request of any such Holder, simultaneously with the delivery of the Exchange Securities in the Exchange Offer, issue and deliver to any such Holder, in exchange for the Securities held by such Holder (the "Private Exchange"), a like aggregate principal amount of debt securities of the Company (the "Private Exchange Securities") that are identical in all material respects to the Exchange Securities, except for the transfer restrictions relating to U.S. securities laws shall be eliminated and such Private Exchange Securities will not contain provisions regarding the payment of additional interest or be subject to further registration rights. The Private Exchange Securities will be issued under the Exchange Securities Indenture, and the Company shall use its reasonable best efforts to keep cause the Private Exchange Offer Registration Statement effective and Securities to amend and supplement bear 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 same CUSIP number 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, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below). In connection with the Registered Exchange Offer, the Company shall:

Registered Exchange Offer. The Unless not permitted by applicable law, the Company shall, at its own costand the Guarantors shall prepare and, not later than 120 75 days (such 75th day being a "FILING DEADLINE") after the date of original issue of on which the Initial Purchasers purchase the Initial Securities pursuant to the Purchase Agreement (the “Issue Date”"CLOSING DATE"), prepare and 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 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 Initial Securities, a like aggregate principal amount of debt securities (the “Exchange Securities”) of the Company issued under the Indenture and Indenture, identical in all material respects to the Initial Securities (except for the transfer restrictions relating to the Initial Securities and the provisions relating to the matters described in Section 6 hereof) that would be registered under the Securities ActAct (the "EXCHANGE SECURITIES"). The Initial Securities Company and the Exchange Securities are herein collectively called the “Securities.” The Company Guarantors shall use its reasonable their best efforts to (i) cause such Exchange Offer Registration Statement to become effective under the Securities Act within 180 days, of days after the Issue Closing Date (such 180th day being an "EFFECTIVENESS DEADLINE") and shall (ii) keep the Exchange Offer Registration Statement effective for not less than 30 days (or longer, if required by applicable law) after the date that notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “Exchange Offer Registration Period”). The Company shall use its reasonable best efforts to consummate the Registered Exchange Offer no later than the 225th day after the Issue Date (such 225th day, the “Consummation Deadline”"EXCHANGE OFFER REGISTRATION PERIOD"). If the Company effects and the Guarantors commence the Registered Exchange Offer, the Company and the Guarantors (i) will be entitled to close consummate the Registered Exchange Offer promptly following 30 days after the such commencement thereof (provided that the Company has accepted all the Initial Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer) and (ii) will be required to consummate the Registered Exchange Offer no later than 40 days after the date on which the Exchange Offer Registration Statement is declared effective (such 40th day being the "CONSUMMATION DEADLINE"). 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 electing to exchange the Initial Securities for Exchange Securities (assuming that such Holder is not an affiliate of the Company within the meaning of the Securities Act, acquires the Exchange Securities in the ordinary course of such Holder’s 's business and has no 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 's staff of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom, (i) each Holder that which is a broker-dealer electing to exchange 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”"EXCHANGING DEALER"), is required to deliver a prospectus containing substantially 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 OfferOffer and (ii) an Initial Purchaser that elects to sell Securities (as defined below) acquired in exchange for Initial Securities constituting any portion of an unsold allotment, is required to deliver a prospectus containing the information required by Item 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 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 DealerDealer or 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 and the Guarantors 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 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 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 with respect to the Guarantees thereof) to the Initial Securities (the "PRIVATE EXCHANGE SECURITIES"). The 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 and the Guarantors shall:

Registered Exchange Offer. The Company shall, at its own cost, To the extent not later than 120 days after the date of original issue prohibited by any applicable law or applicable interpretation of the Initial Securities (the “Issue Date”), prepare and file with staff of the Securities and Exchange Commission (the “"Commission”"), the Offerors shall (i) prepare and 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 the Certificates (as defined in Section 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 Initial SecuritiesCertificates, a like aggregate principal amount of debt securities pass through certificates (the “"Exchange Securities”") of the Company issued under the Indenture and that are identical in all material respects to the Initial Securities (Certificates, except for the transfer restrictions relating to the Initial Securities and the provisions relating to the matters described in Section 6 hereofCertificates, (ii) that would be registered under the Securities Act. The Initial Securities and the Exchange Securities are herein collectively called the “Securities.” The Company shall use its reasonable best commercial efforts to cause such the Registered Exchange Offer Registration Statement to become effective under be consummated no later than 270 calendar days after the Securities Act within 180 days, date of original issuance of the securities (the "Issue Date Date") and shall (iii) keep the Exchange Offer Registration Statement effective for not less than 30 calendar days (or longer, if required by applicable law) after the date that on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “"Exchange Offer Registration Period”"). The Each series of Exchange Securities will be issued under the applicable Pass Through Trust Agreement or similar trust agreement (the "Exchange Securities Trust Agreements") among the Company shall use its reasonable best efforts and the Pass Through Trustee or such other bank or trust company that is reasonably satisfactory to consummate the Registered Initial Purchasers, as trustee (the "Exchange Offer no later than Securities Trustee"), such trust agreement to be identical in all material respects to the 225th day after Pass Through Trust Agreements, except for the Issue Date transfer restrictions relating to the Certificates (such 225th day, the “Consummation Deadline”as described above). If the Company effects the Registered Exchange Offer, the Company will be entitled to close the Registered Exchange Offer promptly following 30 days after the commencement thereof provided that the Company has accepted all the Initial Securities theretofore validly tendered in accordance with the terms of the 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 Transfer Restricted Securities electing to exchange the Initial Securities Certificates for Exchange Securities (assuming that such Holder (a) is not an affiliate of the Company within or the meaning Trusts or an Exchanging Dealer (as defined herein) not complying with the requirements of the Securities Actnext sentence, (b) is not an Initial Purchaser holding Certificates that have, or that are reasonably 2 3 likely to have, the status of an unsold allotment in an initial distribution, (c) acquires the Exchange Securities in the ordinary course of such Holder’s 's business and (d) has no arrangements or 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 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, each Holder that is a broker-dealer electing to exchange SecuritiesCertificates, 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 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. If, prior to the consummation of the Registered Exchange Offer, any Holder holds any Certificates acquired by it that have, or that are reasonably likely to be determined to have, the status of an unsold allotment in an initial distribution, or any Holder is not entitled to participate in the Registered Exchange Offer, upon the request of any such Holder to the Company, the Company shall simultaneously with the delivery of the Exchange Securities in the Registered Exchange Offer, issue and deliver to any such Holder, in exchange for the Certificates held by such Holder (the "Private Exchange"), a like aggregate principal amount of pass through certificates (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 Private Exchange Securities will be issued under the same trust agreement as the Exchange Securities, and the Company shall use its reasonable best commercial efforts to keep cause the Private Exchange Offer Registration Statement effective and Securities to amend and supplement bear 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 same CUSIP number 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, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below). In connection with the Registered Exchange Offer, the Company shall:

Registered Exchange Offer. The Company shall, at its own costand the Subsidiary Guarantors shall (i) prepare and, not later than 120 days the date that is one year after the Expiration Date (the date of original issue of such filing being referred to herein as the Initial Securities (the “Issue "Filing Date”"), prepare 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 the Securities (as defined in Section 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 Initial SecuritiesSecurities (including, for the avoidance of doubt, the Securities issued in accordance with the Forward Commitment Agreement), a like aggregate principal amount of debt securities (the “Exchange Securities”) of the Company issued under (the Indenture and "Exchange Securities") that are identical in all material respects to the Initial Securities (Securities, except for the transfer restrictions relating to the Initial Securities and the provisions relating to the matters described in Section 6 hereofSecurities, (ii) that would be registered under the Securities Act. The Initial Securities and the Exchange Securities are herein collectively called the “Securities.” The Company shall use its reasonable their best efforts to cause such the Exchange Offer Registration Statement to become effective under the Securities Act within no later than 180 daysdays after the Filing Date, (iii) as soon as practicable after the effectiveness of the Issue Date and shall keep the Exchange Offer Registration Statement effective Statement, initiate the Registered Exchange Offer as set forth in the following paragraph and (iv) keep the Registered Exchange Offer open for not less than 30 days (or longer, if required by applicable law) after the date that on which notice of the Registered Exchange Offer is mailed to the Holders in accordance with the following paragraph (such period being called the “"Exchange Offer Registration Period”"). The Company shall use its reasonable best efforts to consummate Exchange Securities will be issued under the Registered Exchange Offer no later than same indenture as the 225th day after Securities (the Issue Date (such 225th day"Indenture") among the Company, the “Consummation Deadline”Subsidiary Guarantors and the Trustee or such other bank or trust company that is reasonably satisfactory to the Dealer Managers, as trustee (the "Trustee"). If , as the Company effects Securities, with such modifications as may be appropriate to account for the Registered Exchange Offer, the Company will be entitled to close the Registered Exchange Offer promptly following 30 days after the commencement thereof provided that the Company has accepted all the Initial Securities theretofore validly tendered in accordance with the terms registration of the Registered Exchange OfferSecurities under the Securities Act. 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 Securities (including, for the Initial avoidance of doubt, the Securities issued in accordance with the Forward Commitment Agreement) for Exchange Securities (assuming that such Holder (a) is not an affiliate of the Company within or an Exchanging Dealer (as defined herein) not complying with the meaning requirements of the next sentence, (b) is not holding Securities Actthat have, or that are reasonably likely to have, the status of an unsold allotment in an initial distribution, (c) acquires the Exchange Securities in the ordinary course of such Holder’s 's business and (d) has no arrangements or understandings with any person to participate participate, and is not participating, 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 Holders and each Exchanging Dealer (as defined below) 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, each Holder that is a broker-dealer electing to exchange 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 substantially the information set forth in (a) Annex A hereto on the coverrequired, (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. The Company shall use its reasonable best efforts , to keep deliver a prospectus containing substantially 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 information set forth (i) in Annex A hereto on the case where cover of such prospectus, (ii) in Annex B hereto in the "Exchange Offer Procedures" section and the "Purpose of the Exchange Offer" section of such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer, (iii) in Annex C hereto in the "Plan of Distribution" section of such period shall be the lesser of 180 days and the date on which all Exchanging Dealers have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below)prospectus. In connection with the Registered Exchange Offer, the Company shall:

Registered Exchange Offer. The Company shall, at its own cost, Unless the Registered Exchange Offer (as defined herein) shall not later than 120 days after the date of original issue be permitted by applicable law or applicable interpretation of the Initial Securities (the “Issue Date”), prepare and file with staff of the Securities and Exchange Commission (the “"SEC" or "Commission”"), the Company and the Subsidiary Guarantors shall (i) prepare and, not later than 90 days following the date of the original issuance of the Securities (the date of such filing being referred to herein as the "Filing 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 the Securities (as defined in Section 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 Initial Securities, Securities a like aggregate principal amount of secured debt securities (the “Exchange Securities”) of the Company issued under (including the Indenture and guarantees thereof by the Subsidiary Guarantors, the "Exchange Securities") that are identical in all material respects to to, and secured on a pari passu basis by the Initial Securities (same collateral as, the Securities, except for the transfer restrictions relating to the Initial Securities and the provisions relating to the matters described in Section 6 hereofSecurities, (ii) that would be registered under the Securities Act. The Initial Securities and the Exchange Securities are herein collectively called the “Securities.” The Company shall use its reasonable their best efforts to cause such the Exchange Offer Registration Statement to become effective under the Securities Act within no later than 180 days, of days after the Issue Filing Date and shall keep (iii) as soon as practicable after the effectiveness of the Exchange Offer Registration Statement effective for not less than 30 days (or longerStatement, if required by applicable law) after the date that notice of initiate the Registered Exchange Offer as set forth in the following paragraph. The Exchange Securities will be issued under the same indenture as the Securities (the "Indenture") dated as of February 12, 2003, among the Company, the Subsidiary Guarantors and the Trustee or such other bank or trust company that is mailed reasonably satisfactory to the Holders Initial Purchasers, as trustee (the "Trustee"), with such period being called modifications as may be appropriate to account for the “Exchange Offer Registration Period”). The Company shall use its reasonable best efforts to consummate the Registered Exchange Offer no later than the 225th day after the Issue Date (such 225th day, the “Consummation Deadline”). If the Company effects the Registered Exchange Offer, the Company will be entitled to close the Registered Exchange Offer promptly following 30 days after the commencement thereof provided that the Company has accepted all the Initial Securities theretofore validly tendered in accordance with the terms registration of the Registered Exchange OfferSecurities under the Securities Act. Following the declaration of Upon the effectiveness of the Exchange Offer Registration Statement, the Company and the Subsidiary 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 electing to exchange the Initial Securities for Exchange Securities (assuming that such Holder (a) is not an affiliate of the Company within or an Exchanging Dealer (as defined herein) not complying with the meaning requirements of the next sentence, (b) is not holding Securities Actthat have, or that are reasonably likely to have, the status of an unsold allotment in the Initial Placement, (c) acquires the Exchange Securities in the ordinary course of such Holder’s 's business and (d) has no arrangements or understandings with any person to participate participate, and is not participating, 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 Subsidiary Guarantors, the Holders 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, each Holder that is a brokerBroker-dealer Dealer electing to exchange 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 substantially the information set forth in (a) Annex A hereto on the coverrequired, (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. The Company shall use its reasonable best efforts , to keep deliver a prospectus containing substantially 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 information set forth (i) in Annex A hereto on the case where cover of such prospectus, (ii) in Annex B hereto in the "Exchange Offer Procedures" section and the "Purpose of the Exchange Offer" section of such prospectus and (iii) in Annex C hereto in the "Plan of Distribution" section of such prospectus, in each case subject to any amendment changes, additions, deletions or supplement thereto must be delivered moving of such disclosure required by an Exchanging Dealer, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below)SEC. In connection with the Registered Exchange Offer, the Company on behalf of itself and the Subsidiary Guarantors shall:

Registered Exchange Offer. The Company shall, at its own cost, shall (i)(A) prepare and (B) not later than 120 60 days after (or, if the Issue Date (as defined herein) shall fall in January 2002, such number of days, not less than 60, as shall equal the number of days between the Issue Date and the third business day following the day on which the Company files with the Commission its Annual Report on Form 10-K with respect to its preceding fiscal year) following the date of original issue of on which the Initial Purchaser gives written notice to the Company to commence a registration pursuant to the Securities Act as contemplated by this Agreement (the “date on which such notice is given, the "Issue Date”"), prepare 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 the Securities (as defined in Section 6 hereof), the "Registered Exchange Offer") who are not prohibited by any applicable law or policy of interpretations thereof by the Commission Commission's staff from participating in the Registered Exchange Offer, Offer to issue and deliver to such Holders, in exchange for the Initial Securities, a like aggregate principal amount of debt securities (the “Exchange Securities”) of the Company issued under (the Indenture and "Exchange Securities") that are identical in all material respects to the Initial Securities (Securities, except for the transfer restrictions and registration rights relating to the Initial Securities and the provisions relating to the matters described in Section 6 hereofSecurities, (ii) that would be registered under the Securities Act. The Initial Securities and the Exchange Securities are herein collectively called the “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 no later than 180 days, of days after the Issue Date and shall the Registered Exchange Offer to be consummated no later than 210 days after the Issue Date and (iii) keep the Exchange Offer Registration Statement effective for not less than 30 days (or longer, if required by applicable law) after the date that on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “"Exchange Offer Registration Period”"). The Company shall use its reasonable best efforts to consummate the Registered Exchange Offer no later than the 225th day after the Issue Date (such 225th day, the “Consummation Deadline”). If ; provided that the Company effects the Registered Exchange Offer, the Company will be entitled may elect to close the Registered Exchange Offer promptly following 30 days after the commencement thereof provided that (unless otherwise required by applicable law), so long as the Company has accepted all the Initial Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer. Following Notwithstanding the declaration of the effectiveness of the Exchange Offer Registration Statementpreceding sentence, the Company shall promptly commence Issue Date must occur on or prior to October 9, 2002 , the Registered Exchange Offer, it being 180th day preceding the objective second anniversary of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities electing to exchange the Initial Securities for Exchange Securities (assuming that such Holder is not an affiliate of the Company within the meaning of the Securities Act, acquires the Exchange Securities in the ordinary course of such Holder’s business and has no 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, each Holder that is a broker-dealer electing to exchange 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 substantially 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. The Company shall use its reasonable best efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the prospectus contained therein, in order to permit such prospectus to be lawfully delivered by 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, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers have sold all the Securities were originally issued. The Exchange Securities held by them will be issued under the Indenture or an indenture (unless such period is extended pursuant to Section 3(jthe "Exchange Securities Indenture") below). In connection with the Registered Exchange Offer, between the Company shall:and the Trustee or such other bank or trust company that is reasonably satisfactory to the Purchasers, as trustee (the "Exchange Securities Trustee"), such indenture to be identical in all material respects to the Indenture, except for the transfer restrictions and registration rights relating to the Securities (as described above)."

Registered Exchange Offer. The Company shall, at its own costIssuer shall (i) prepare -------------------------- and, not later than 120 days after following the date of original issue issuance of the Initial Securities (the “"Issue Date”"), prepare 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 the Securities (as defined in Section 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 Initial Securities, a like aggregate principal amount of debt securities of the Issuer (the “"Exchange Securities”") of the Company issued under the Indenture and that are identical in all ------------------- material respects to the Initial Securities (Securities, except for the transfer restrictions relating to the Initial Securities and the provisions relating to the matters described in Section 6 hereofSecurities, (ii) that would be registered under the Securities Act. The Initial Securities and the Exchange Securities are herein collectively called the “Securities.” The Company shall use its reasonable best efforts to cause such the Exchange Offer Registration Statement to become effective under the Securities Act within 180 days, of no later than 150 days after the Issue Date and shall the Registered Exchange Offer to be consummated no later than 180 days after the Issue Date and (iii) keep the Exchange Offer Registration Statement effective for not less than 30 20 business days (or longer, if required by applicable law) after the date that on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “"Exchange Offer Registration Period”"). The Company shall use its reasonable best efforts to consummate ---------------------------------- Exchange Securities will be issued under the Registered Indenture or an indenture (the "Exchange Offer no later than Securities Indenture") among the 225th day after the Issue Date (such 225th dayIssuer, the “Consummation Deadline”Guarantors and the ----------------------------- Trustee or such other bank or trust company that is reasonably satisfactory to the Purchasers, as trustee (the "Exchange Securities Trustee"), such indenture --------------------------- to be identical in all material respects to the Indenture, except for the transfer restrictions relating to the Securities (as described above). If the Company effects the Registered Exchange Offer, the Company will be entitled to close the Registered Exchange Offer promptly following 30 days after the commencement thereof provided that the Company has accepted all the Initial Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer. Following the declaration of Upon the effectiveness of the Exchange Offer Registration Statement, the Company Issuer 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 Initial Securities for Exchange Securities (assuming that such Holder (a) is not an affiliate of the Company within Issuer or an Exchanging Dealer (as defined herein) not complying with the meaning requirements of the next sentence, (b) is not a Purchaser holding Securities Actthat have, or that are reasonable likely to have, the status of an unsold allotment in an initial distribution, (c) acquires the Exchange Securities in the ordinary course of such Holder’s 's business and (d) has no arrangements or 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 Issuer, the Guarantors, the 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, each Holder that is a broker-dealer electing to exchange 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 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. The Company shall use its reasonable best efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the prospectus contained therein, in order to permit such prospectus to be lawfully delivered by 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, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below). In connection with the Registered Exchange Offer, the Company Issuer shall:

Registered Exchange Offer. The Company shall, at its own costshall (i) prepare and, not later than 120 90 days after following the date of original issue issuance of the Initial Securities (the “"Issue Date”"), prepare 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 the Securities (as defined in Section 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 Initial Securities, a like aggregate principal amount of debt securities (the “Exchange Securities”) of the Company issued under (the Indenture and "Exchange Securities") that are identical in all material respects to the Initial Securities (Securities, except for the transfer restrictions and registration rights relating to the Initial Securities and the provisions relating to the matters described in Section 6 hereofSecurities, (ii) that would be registered under the Securities Act. The Initial Securities and the Exchange Securities are herein collectively called the “Securities.” The Company shall use its reasonable best efforts to cause such the Exchange Offer Registration Statement to become effective under the Securities Act within no later than 180 days, of days after the Issue Date and shall the Registered Exchange Offer to be consummated no later than 210 days after the Issue Date and (iii) keep the Exchange Offer Registration Statement effective for not less than 30 days (or longer, if required by applicable law) after the date that on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “"Exchange Offer Registration Period”"). The Exchange Securities will be issued under the Indenture or an indenture (the "Exchange Securities Indenture") between the Company shall use its reasonable best efforts and the Trustee or such other bank or trust company that is reasonably satisfactory to consummate the Registered Initial Purchasers, as trustee (the "Exchange Offer no later than Securities Trustee"), such indenture to be identical in all material respects to the 225th day after Indenture, except for the Issue Date transfer restrictions relating to the Securities (such 225th day, the “Consummation Deadline”as described above). If the Company effects the Registered Exchange Offer, the Company will be entitled to close the Registered Exchange Offer promptly following 30 days after the commencement thereof provided that the Company has accepted all the Initial Securities theretofore validly tendered in accordance with the terms of the 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 Transfer Restricted Securities electing to exchange the Initial Securities for Exchange Securities (assuming that such Holder (a) is not an affiliate of the Company within or an Exchanging Dealer (as defined herein) not complying with the meaning requirements of the next sentence, (b) is not an Initial Purchaser holding Securities Actthat have, or that are reasonably likely to have, the status of an unsold allotment in an initial distribution, (c) acquires the Exchange Securities in the ordinary course of such Holder’s 's business and (d) has no arrangements or 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 registration provisions of the Securities Act and without material restrictions under the registration provisions of the securities laws of the several states of the United States. The Company acknowledges Company, 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, each Holder that is a broker-dealer electing to exchange 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 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. If, prior to the consummation of the Registered Exchange Offer, any Holder holds any Securities acquired by it that have, or that are reasonably likely to be determined to have, the status of an unsold allotment in an initial distribution, or any Holder is not entitled to participate in the Registered Exchange Offer, the Company shall, upon the request of any such Holder, simultaneously with the delivery of the Exchange Securities in the Registered Exchange Offer, issue and deliver to any such Holder, in exchange for the Securities held by such Holder (the "Private Exchange"), a like aggregate principal amount of debt securities of the Company (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 Private Exchange Securities will be issued under the same indenture as the Exchange Securities, and the Company shall use its reasonable best efforts to keep cause the Private Exchange Offer Registration Statement effective and Securities to amend and supplement bear 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 same CUSIP number 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, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below). In connection with the Registered Exchange Offer, the Company shall:

Registered Exchange Offer. The Company shall, at its own cost, prepare and, not later than 120 45 days after (or if the 45th day is not a business day, the first business day thereafter) the date of original issue of the Initial Securities Notes (the “"Issue Date”"), prepare and file with the Securities and Exchange Commission (the “"Commission”") a registration statement or statements (the “"Exchange Offer Registration Statement”") on an appropriate form under the Securities Act of 1933, as amended 1933 (the “"Securities Act”"), with respect to a proposed offer (the “each, a "Registered Exchange Offer”" and, collectively, the "Registered Exchange Offers") to the Holders of Transfer Restricted Securities (the First Priority Notes and the Second Priority Notes, as defined in Section 6 hereof)the case may be, who are not prohibited by any law or policy of the Commission from participating in the relevant Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Initial SecuritiesNotes, a like aggregate principal amount of debt securities of the Issuer (the “"Exchange Securities”") of the Company held by such Holders issued under the relevant Indenture and identical in all material respects to the Initial Securities First Priority Notes or the Second Priority Notes (except for the transfer restrictions relating to such Notes), as the Initial Securities and the provisions relating to the matters described in Section 6 hereof) case may be, that would be registered under the Securities Act. The Initial Securities and the Exchange Securities are herein collectively called the “Securities.” The Company shall use its reasonable best efforts to cause such the Exchange Offer Registration Statement to become effective under the Securities Act within 180 days150 days (or if the 150th day is not a business day, of the first business day thereafter) after the Issue Date of the Notes and shall keep the Exchange Offer Registration Statement effective for not less than 30 days (or longer, if required by applicable law) after the date that notice of the Registered Exchange Offer Offers is mailed to the Holders (such period being called the “"Exchange Offer Registration Period”). The Company shall use its reasonable best efforts to consummate the Registered Exchange Offer no later than the 225th day after the Issue Date (such 225th day, the “Consummation Deadline”"). If the Company effects the Registered Exchange OfferOffers, the Company will be entitled to close the Registered Exchange Offer promptly following Offers 30 days after the commencement thereof provided that the Company has accepted all the Initial Securities Notes theretofore validly tendered in accordance with the terms of the relevant Registered Exchange Offer. Following the declaration of the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange OfferOffers, it being the objective of such Registered Exchange Offer Offers to enable each Holder of Transfer Restricted Securities the Notes electing to exchange the Initial Securities such Notes for Exchange Securities (assuming that such Holder is not an affiliate of the Company within the meaning of the Securities Act, acquires the Exchange Securities in the ordinary course of such Holder’s 's business and has no 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 OfferOffers) 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 that is a broker-dealer electing to exchange Securities, Notes 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 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, 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 a Registered Exchange OfferOffer and (ii) an Initial Purchaser that elects to sell Exchange Securities acquired in exchange for Notes constituting any portion of an unsold 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 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 DealerDealer or 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 not less than 90 days after the consummation of the Registered Exchange Offers. If, upon consummation of the Registered Exchange Offer, any Initial Purchaser holds First Priority Notes or Second Priority Notes 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 (each, a "Private Exchange" and, collectively, the "Private Exchanges") for the Notes held by such Initial Purchaser, a like principal amount of debt securities of the Company issued under the relevant 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) to the First Priority Notes or the Second Priority Notes (collectively, the "Private Exchange Securities"), as the case may be. The Notes, the Exchange Securities and the Private Exchange Securities are hereinafter collectively called the "Securities". In connection with the each Registered Exchange Offer, the Company shall:

Registered Exchange Offer. The Company shall, at its own cost, Unless the Registered Exchange Offer (as defined herein) shall not later than 120 days after the date of original issue be permitted by applicable law or applicable interpretation of the Initial Securities (the “Issue Date”), prepare and file with staff of the Securities and Exchange Commission (the “SEC” or “Commission”), the Company and the Subsidiary Guarantors shall (i) prepare and, not later than 120 days following the date of the original issuance of the Securities (the date of such filing being referred to herein as the “Filing 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 to the Holders of the Securities (the “Registered Exchange Offer”) to the Holders of Transfer Restricted Securities (as defined in Section 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 Initial Securities, Securities a like aggregate principal amount of debt securities of the Company (including the guarantees thereof by the Subsidiary Guarantors, the “Exchange Securities”) of the Company issued under the Indenture and that are substantially identical in all material respects to the Initial Securities (Securities, except for the transfer restrictions relating to the Initial Securities and the provisions relating to the matters described in Section 6 hereofSecurities, (ii) that would be registered under the Securities Act. The Initial Securities and the Exchange Securities are herein collectively called the “Securities.” The Company shall use its their commercially reasonable best efforts to cause such the Exchange Offer Registration Statement to become effective under the Securities Act within 180 days, of no later than 210 days after the Issue Filing Date and shall keep (iii) as soon as practicable after the effectiveness of the Exchange Offer Registration Statement effective for not less than 30 days (or longerStatement, if required by applicable law) after the date that notice of initiate the Registered Exchange Offer is mailed to as set forth in the Holders (such period being called the “Exchange Offer Registration Period”)following paragraph. The Company shall use its reasonable best efforts to consummate the Registered Exchange Offer no later than the 225th day after the Issue Date (such 225th day, the “Consummation Deadline”). If the Company effects the Registered Exchange Offer, the Company Securities will be entitled issued under the same Indenture, with such modifications as may be appropriate to close account for the Registered Exchange Offer promptly following 30 days after the commencement thereof provided that the Company has accepted all the Initial Securities theretofore validly tendered in accordance with the terms registration of the Registered Exchange OfferSecurities under the Securities Act. Following the declaration of Upon the effectiveness of the Exchange Offer Registration Statement, the Company and the Subsidiary 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 electing to exchange the Initial Securities for Exchange Securities (assuming that such Holder (a) is not an affiliate of the Company within or an Exchanging Dealer (as defined herein) not complying with the meaning requirements of the next sentence, (b) is not holding Securities Actthat have, or that are reasonably likely to have, the status of an unsold allotment in the Initial Placement, (c) acquires the Exchange Securities in the ordinary course of such Holder’s business and (d) has no arrangements or understandings with any person to participate participate, and is not participating, 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 Subsidiary Guarantors, the Holders 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, each Holder that is a brokerBroker-dealer Dealer electing to exchange 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 substantially the information set forth in (a) Annex A hereto on the coverrequired, (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. The Company shall use its reasonable best efforts , to keep deliver a prospectus containing substantially 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 information set forth (i) in Annex A hereto on the case where cover of such prospectus, (ii) in Annex B hereto in the “Exchange Offer Procedures” section and the “Purpose of the Exchange Offer” section of such prospectus and (iii) in Annex C hereto in the “Plan of Distribution” section of such prospectus, in each case subject to any amendment changes, additions, deletions or supplement thereto must be delivered moving of such disclosure required by an Exchanging Dealer, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below)SEC. In connection with the Registered Exchange Offer, the Company on behalf of itself and the Subsidiary Guarantors shall:

Registered Exchange Offer. The Company shall, at its own costshall (i) prepare and, not later than 120 60 days after following the date of original issue issuance of the Initial Securities (the “"Issue Date”"), prepare 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 the Transfer Restricted Securities (as defined in Section 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 Initial Transfer Restricted Securities, a like aggregate principal amount of debt securities (the “Exchange Securities”) of the Company issued under (the Indenture and "Exchange Securities") that are identical in all material respects to the Initial Securities (Transfer Restricted Securities, except for the transfer restrictions relating to the Initial Securities and the provisions relating to the matters described in Section 6 hereofSecurities, (ii) that would be registered under the Securities Act. The Initial Securities and the Exchange Securities are herein collectively called the “Securities.” The Company shall use its reasonable best efforts to cause such the Exchange Offer Registration Statement to become effective under the Securities Act within 180 days, of no later than 160 days 2 2 after the Issue Date and shall the Registered Exchange Offer to be consummated no later than 190 days after the Issue Date and (iii) keep the Exchange Offer Registration Statement effective for not less than 30 days (or longer, if required by applicable law) after the date that on which notice of the Registered Exchange Offer is first mailed to the Holders (such period being called the “"Exchange Offer Registration Period”"). The Company shall use its reasonable best efforts to consummate Exchange Securities and Private Exchange Securities (as defined below, if any) will be issued under the Registered Indenture or an indenture (the "Exchange Offer no later than the 225th day after the Issue Date (such 225th day, the “Consummation Deadline”). If Securities Indenture") between the Company effects and the Registered Exchange Offer, the Company will be entitled Trustee or such other bank or trust company that is reasonably satisfactory to close the Registered Exchange Offer promptly following 30 days after the commencement thereof provided that the Company has accepted all the Initial Purchasers, as trustee (the "Exchange Securities theretofore validly tendered Trustee"), such indenture to be identical in accordance with all material respects to the terms of Indenture, except for the Registered Exchange Offertransfer restrictions relating to the Transfer Restricted Securities. 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 Initial Securities for Exchange Securities (assuming that such Holder (a) is not an affiliate of the Company within or an Exchanging Dealer (as defined herein) not complying with the meaning requirements of the next sentence, (b) an Initial Purchaser with Securities Actthat have the status of an unsold allotment in an initial distribution, (c) acquires the Exchange Securities in the ordinary course of such Holder’s 's business and (d) has no arrangements or 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 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 that is a broker-dealer electing to exchange 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 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 any Initial Purchaser elects to sell Private Exchange Securities acquired in exchange for 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 and the Exchange Act ("Regulation S-K"). Upon consummation of the Registered Exchange Offer in accordance with this Section 1, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Transfer Restricted Securities 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 Participating Broker-Dealers (as defined), and the Company 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. 3 3 If, prior to the consummation of the Registered Exchange Offer, any Holder holds any Securities acquired by it that have, or that are reasonably likely to be determined to have, the status of an unsold allotment in the initial distribution of the Securities, or any Holder is not entitled to participate in the Registered Exchange Offer, the Company shall, upon the request of any such Holder, simultaneously with the delivery of the Exchange Securities in the Registered Exchange Offer, issue and deliver to any such Holder, in exchange for the Securities held by such Holder (the "Private Exchange"), a like aggregate principal amount of debt securities of the Company (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 Private Exchange Securities will be issued under the same indenture as the Exchange Securities, and the Company shall use its reasonable best efforts to keep cause the Private Exchange Offer Registration Statement effective and Securities to amend and supplement bear 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 same CUSIP number 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, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below). In connection with the Registered Exchange Offer, the Company shall:

Registered Exchange Offer. The Company shall, at its own costand the Guarantor shall (i) prepare and, not later than 120 210 days after following the date of original issue issuance of the Initial Securities (the “Issue Date”), prepare 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 to the Holders of the Securities (the “Registered Exchange Offer”) to the Holders of Transfer Restricted Securities (as defined in Section 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 Initial Securities, a like aggregate principal amount of debt securities of the Company (the “Exchange Securities”) of the Company issued under the Indenture and that are identical in all material respects to the Initial Securities (Securities, except for the transfer restrictions relating to the Initial Securities and the provisions relating to the matters described in Section 6 hereofSecurities, (ii) that would be registered under the Securities Act. The Initial Securities and the Exchange Securities are herein collectively called the “Securities.” The Company shall use its their reasonable best efforts to cause such the Exchange Offer Registration Statement to become effective under the Securities Act within 180 days, of no later than 270 days after the Issue Date and shall the Registered Exchange Offer to be consummated no later than 300 days after the Issue Date and (iii) keep the Exchange Offer Registration Statement effective for not less than 30 20 business days (or longer, if required by applicable law) after the date that on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “Securities Exchange Offer Registration Period”). The Company shall use its reasonable best efforts to consummate Exchange Securities will be issued under the Registered Indenture or an indenture (the “Exchange Offer no later than Securities Indenture”) among the 225th day after the Issue Date (such 225th dayCompany, the Guarantor and the Trustee or such other bank or trust company that is reasonably satisfactory to the Initial Purchasers, as trustee (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 Securities (as described above). If the Company effects the Registered Exchange Offer, the Company will be entitled to close the Registered Exchange Offer promptly following 30 days As soon as practicable after the commencement thereof provided that the Company has accepted all the Initial Securities theretofore validly tendered in accordance with the terms of the Registered Exchange 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 electing to exchange the Initial Securities for Exchange Securities (assuming that such Holder (a) is not an affiliate of the Company within or an Exchanging Dealer (as defined herein) not complying with the meaning requirements of the next sentence, (b) is not an Initial Purchaser holding Securities Actthat have, or that are reasonably likely to have, the status of an unsold allotment in an initial distribution, (c) acquires the Exchange Securities in the ordinary course of such Holder’s business and (d) has no arrangements or 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 Guarantor, the Initial Purchasers 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, each Holder that is a broker-dealer electing to exchange 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 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. If, prior to the consummation of the Registered Exchange Offer, any Holder holds any Securities acquired by it that have, or that are reasonably likely to be determined to have, the status of an unsold allotment in an initial distribution, or any Holder is not entitled to participate in the Registered Exchange Offer, the Company shall, upon the request of any such Holder, simultaneously with the delivery of the Exchange Securities in the Registered Exchange Offer, issue and deliver to any such Holder, in exchange for the Securities held by such Holder (the “Private Exchange”), a like aggregate principal amount of debt securities of the Company (the “Private Exchange Securities”) that are identical in all material respects to the Exchange Securities, except for the transfer restrictions relating to such Private Securities Exchange Securities. The Private Exchange Securities will be issued under the same indenture as the Exchange Securities, and the Company shall use its reasonable best efforts to keep cause the Private Exchange Offer Registration Statement effective and Securities to amend and supplement bear 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 same CUSIP number 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, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below). In connection with the Registered Exchange Offer, the Company shall:

Registered Exchange Offer. The Company shall, at its own costand the Guarantors shall (i) prepare and, not later than 120 45 days after following the date of original issue issuance of the Initial Securities (the “"Issue Date”"), prepare 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 to the Holders (the “"Registered Exchange Offer”") to the Holders of Transfer Restricted Securities (as defined in Section 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 Initial Securities, a like aggregate principal amount of debt securities (the “Exchange Securities”) of the Company issued under (the Indenture and "Exchange Securities") identical in all material respects to the Initial Securities (Securities, except for the transfer restrictions relating to the Initial Securities and the provisions relating to the matters described in Section 6 hereofSecurities, (ii) that would be registered under the Securities Act. The Initial Securities and the Exchange Securities are herein collectively called the “Securities.” The Company shall use its their reasonable best efforts to cause such the Exchange Offer Registration Statement to become effective under the Securities Act within 180 days, of no later than 105 days after the Issue Date and shall the Registered Exchange Offer to be consummated no later than 135 days after the Issue Date, and (iii) keep the Exchange Offer Registration Statement effective for not less than 30 days (or longer, if required by applicable law) after the date that notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “"Exchange Offer Registration Period”"). The Company shall use its reasonable best efforts to consummate Exchange Securities will be issued under the Registered Indenture or an indenture (the "Exchange Offer no later than Securities Indenture") between the 225th day after the Issue Date (such 225th dayCompany, the “Consummation Deadline”Guarantors and the Trustee or such other bank or trust company reasonably satisfactory to you, as trustee (the "Exchange Securities Trustee"), such indenture to be identical in all material respects to the Indenture except for the transfer restrictions relating to the Securities (as described above). If the Company effects the Registered Exchange Offer, the Company will be entitled to close the Registered Exchange Offer promptly following 30 days after the commencement thereof provided that the Company has accepted all the Initial Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer. Following the declaration of Upon 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 electing to elect to exchange the Initial Securities for Exchange Securities (assuming that such Holder (a) is not an affiliate of the Company within Company, a Guarantor or an Exchanging Dealer (as defined below) not complying with the meaning requirements of the Securities Actnext sentence, (b) acquires the Exchange Securities in the ordinary course of such Holder’s 's business and (c) has no arrangements or 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, each Holder that is a broker-dealer electing to exchange 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 substantially 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. The Company shall use its reasonable best efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the prospectus contained therein, in order to permit such prospectus to be lawfully delivered by 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, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below). In connection with the Registered Exchange Offer, the Company shall:3 3

Registered Exchange Offer. The Company shall, at its own costshall (i) prepare and, not later than 120 30 days after following the date of original issue issuance of the Initial Securities (the “Issue Date”"ISSUE DATE"), prepare and file with the Securities and Exchange Commission (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”), with respect to a proposed offer (the “Registered Exchange Offer”) to the Holders of Transfer Restricted Securities (as defined in Section 6 hereof), who are not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer, "REGISTERED EXCHANGE OFFER") to issue and deliver to such Holders, in exchange for the Initial Securities, a like aggregate principal amount of debt securities (the “Exchange Securities”) of the Company issued under (the Indenture and "EXCHANGE SECURITIES") identical in all material respects to the Initial Securities (Securities, except for the transfer restrictions relating to the Initial Securities and the provisions relating to the matters described in Section 6 hereofSecurities, (ii) that would be registered under the Securities Act. The Initial Securities and the Exchange Securities are herein collectively called the “Securities.” The Company shall use its reasonable best efforts to cause such the Exchange Offer Registration Statement to become effective under the Securities Act within 180 days, of no later than 105 days after the Issue Date and shall the Registered Exchange Offer to be consummated no later than 135 days after the Issue Date, and (iii) keep the Exchange Offer Registration Statement effective for not less than 30 days (or longer, if required by applicable law) after the date that notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “Exchange Offer Registration Period”"EXCHANGE OFFER REGISTRATION PERIOD"). The Company shall use its reasonable best efforts to consummate Exchange Securities will be issued under the Registered Exchange Offer no later than Indenture or an indenture (the 225th day after "EXCHANGE SECURITIES INDENTURE") among the Issue Date (such 225th dayCompany, the “Consummation Deadline”Subsidiary Guarantors and the Trustee or such other bank or trust company reasonably satisfactory to you, as trustee (the "EXCHANGE SECURITIES TRUSTEE"), such indenture to be identical in all material respects to the Indenture except for the transfer restrictions relating to the Securities (as described above). If the Company effects the Registered Exchange Offer, the Company will be entitled to close the Registered Exchange Offer promptly following 30 days after the commencement thereof provided that the Company has accepted all the Initial Securities theretofore validly tendered in accordance with the terms of the 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 Transfer Restricted Securities electing to exchange the Initial Securities for Exchange Securities (assuming that such Holder (a) is not an affiliate of the Company within or an Exchanging Dealer (as defined below) not complying with the meaning requirements of the Securities Actnext sentence, (b) acquires the Exchange Securities in the ordinary course of such Holder’s 's business and (c) has no arrangements or 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 Initial Purchaser 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 that is a broker-dealer electing to exchange Securities, acquired for its own account as a result of market-market making activities or other trading activities, for Exchange Securities (an “Exchanging Dealer”"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. The Company shall use its reasonable best efforts Offer and (ii) if the Initial Purchaser elects to keep sell Exchange Securities acquired in exchange for Securities constituting any portion of an unsold allotment, it is required to deliver a prospectus containing 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 information required by all persons subject to the prospectus delivery requirements Items 507 or 508 of Regulation S-K under the Securities Act for such period of time and the Exchange Act ("REGULATION S-K"), as such persons must comply applicable, in connection 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, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below). In connection with the Registered Exchange Offer, the Company shall:a sale.

Registered Exchange Offer. The Company shall, at its own cost, prepare and, not later than 120 45 days after (or if the 45th day is not a business day, the first business day thereafter) the date of original issue of the Initial Securities Exchangeable Preferred Stock (the “"Issue Date”"), prepare 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 hereof)the Initial Securities, 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 their respective shares of Exchangeable Preferred Stock or Exchange Debentures (as defined), as the case may be (the "Initial Securities"), a like aggregate liquidation preference of Exchangeable Preferred Stock or a like aggregate principal amount of debt securities (Exchange Debentures, as the “Exchange Securities”) case may be, of the Company issued under (collectively, the Indenture and "Exchange Securities") identical in all material respects to the Initial Securities (except for the transfer restrictions relating to the Initial Securities and the provisions relating to the matters described in Section 6 hereofExchangeable Preferred Stock or Exchange Debentures) that would be registered under the Securities Act. The Initial Securities and the Exchange Securities are herein collectively called the “Securities.” The Company shall use its reasonable best efforts to cause such Exchange Offer Registration Statement to become effective under the Securities Act within 180 days120 days (or if the 120th day is not a business day, of the first business day thereafter) after the Issue Date and shall keep the such Exchange Offer Registration Statement effective for not less than 30 days (or longer, if required by applicable law) after the date that notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “"Exchange Offer Registration Period”). The Company shall use its reasonable best efforts to consummate the Registered Exchange Offer no later than the 225th day after the Issue Date (such 225th day, the “Consummation Deadline”"). If the Company effects the Registered Exchange Offer, the Company will be entitled to close the such Registered Exchange Offer promptly following 30 days after the commencement thereof provided that the Company has accepted all the Initial Securities theretofore validly tendered in accordance with the terms of the Registered Exchange 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 the Initial Securities electing to exchange the such Initial Securities for Exchange Securities (assuming that such Holder is not an affiliate of the Company within the meaning of the Securities Act, acquires the Exchange Securities in the ordinary course of such Holder’s 's business and has no arrangements or 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 's staff of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom, (i) each Holder that which is a broker-dealer electing to exchange 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 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, 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 OfferOffer and (ii) an Initial Purchaser that elects to sell Exchange Securities acquired in exchange for Initial Securities constituting any portion of an unsold 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 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 DealerDealer or 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). In ) 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 not less than 90 days after the consummation of the Registered Exchange Offer, the Company shall:.

Registered Exchange Offer. The Company shall, at its own cost, Unless the Registered Exchange Offer (as defined herein) shall not later than 120 days after the date of original issue be permitted by applicable law or applicable interpretation of the Initial Securities (the “Issue Date”), prepare and file with staff of the Securities and Exchange Commission (the “SEC” or “Commission”), the Company shall (i) prepare and, not later than 150 days following the date of the original issuance of the Securities (the date of such issuance being referred to herein as the “Issuance 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 to the Holders of the Securities (the “Registered Exchange Offer”) to the Holders of Transfer Restricted Securities (as defined in Section 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 Initial Securities, Securities a like aggregate principal amount of debt securities of the Company (the “Exchange Securities”) of the Company issued under the Indenture and that are substantially identical in all material respects to the Initial Securities (Securities, except for the transfer restrictions relating to the Initial Securities and the provisions relating to the matters described in Section 6 hereofSecurities, (ii) that would be registered under the Securities Act. The Initial Securities and the Exchange Securities are herein collectively called the “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 180 days, of no later than 210 days after the Issue Issuance Date and shall keep (iii) as soon as practicable after the effectiveness of the Exchange Offer Registration Statement effective for not less than 30 days (or longerStatement, if required by applicable law) after the date that notice of initiate the Registered Exchange Offer as set forth in the following paragraph. The Exchange Securities will be issued under the same indenture as the Securities (the “Indenture”) dated as of July 2, 2013, among the Company, the Subsidiary Guarantors and the Trustee or such other bank or trust company that is mailed reasonably satisfactory to the Holders Initial Purchasers, as trustee (such period being called the “Exchange Offer Registration PeriodTrustee”). The Company shall use its reasonable best efforts , with such modifications as may be appropriate to consummate account for the Registered Exchange Offer no later than the 225th day after the Issue Date (such 225th day, the “Consummation Deadline”). If the Company effects the Registered Exchange Offer, the Company will be entitled to close the Registered Exchange Offer promptly following 30 days after the commencement thereof provided that the Company has accepted all the Initial Securities theretofore validly tendered in accordance with the terms registration of the Registered Exchange OfferSecurities under the Securities Act. 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 Initial Securities for Exchange Securities (assuming that such Holder (a) is not an affiliate of the Company within or an Exchanging Dealer (as defined herein) not complying with the meaning requirements of the next sentence, (b) is not holding Securities Actthat have, or that are reasonably likely to have, the status of an unsold allotment in the Initial Placement, (c) acquires the Exchange Securities in the ordinary course of such Holder’s business and (d) has no arrangements or understandings with any person to participate participate, and is not participating, 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 Holders 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, each Holder that is a brokerBroker-dealer Dealer electing to exchange 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 substantially the information set forth in (a) Annex A hereto on the coverrequired, (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. The Company shall use its reasonable best efforts , to keep deliver a prospectus containing substantially 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 information set forth (i) in Annex A hereto on the case where cover of such prospectus, (ii) in Annex B hereto in the “Exchange Offer Procedures” section and the “Purpose of the Exchange Offer” section of such prospectus and (iii) in Annex C hereto in the “Plan of Distribution” section of such prospectus, in each case subject to any amendment changes, additions, deletions or supplement thereto must be delivered moving of such disclosure required by an Exchanging Dealer, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below)SEC. In connection with the Registered Exchange Offer, the Company shall:

Registered Exchange Offer. The Company shall, at its own cost, Unless the Registered Exchange Offer (as defined herein) shall not later than 120 days after the date of original issue be permitted by applicable law or applicable interpretation of the Initial Securities (the “Issue Date”), prepare and file with staff of the Securities and Exchange Commission (the “SEC” or “Commission”), the Company shall (i) prepare and, not later than 150 days following the date of the original issuance of the Securities (the date of such filing being referred to herein as the “Filing 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 to the Holders of the Securities (the “Registered Exchange Offer”) to the Holders of Transfer Restricted Securities (as defined in Section 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 Initial Securities, Securities a like aggregate principal amount of debt securities of the Company (the “Exchange Securities”) of the Company issued under the Indenture and that are substantially identical in all material respects to the Initial Securities (Securities, except for the transfer restrictions relating to the Initial Securities and the provisions relating to the matters described in Section 6 hereofSecurities, (ii) that would be registered under the Securities Act. The Initial Securities and the Exchange Securities are herein collectively called the “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 180 days, of no later than 210 days after the Issue Filing Date and shall keep (iii) as soon as practicable after the effectiveness of the Exchange Offer Registration Statement effective for not less than 30 days (or longerStatement, if required by applicable law) after the date that notice of initiate the Registered Exchange Offer as set forth in the following paragraph. The Exchange Securities will be issued under the same indenture as the Securities (the “Indenture”) to be dated as of October 26, 2009, between the Company, the Subsidiary Guarantors and the Trustee or such other bank or trust company that is mailed reasonably satisfactory to the Holders Initial Purchasers, as trustee (such period being called the “Exchange Offer Registration PeriodTrustee”). The Company shall use its reasonable best efforts , with such modifications as may be appropriate to consummate account for the Registered Exchange Offer no later than the 225th day after the Issue Date (such 225th day, the “Consummation Deadline”). If the Company effects the Registered Exchange Offer, the Company will be entitled to close the Registered Exchange Offer promptly following 30 days after the commencement thereof provided that the Company has accepted all the Initial Securities theretofore validly tendered in accordance with the terms registration of the Registered Exchange OfferSecurities under the Securities Act. 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 Initial Securities for Exchange Securities (assuming that such Holder (a) is not an affiliate of the Company within or an Exchanging Dealer (as defined herein) not complying with the meaning requirements of the next sentence, (b) is not holding Securities Actthat have, or that are reasonably likely to have, the status of an unsold allotment in the Initial Placement, (c) acquires the Exchange Securities in the ordinary course of such Holder’s business and (d) has no arrangements or understandings with any person to participate participate, and is not participating, 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 Holders 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, each Holder that is a brokerBroker-dealer Dealer electing to exchange 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 substantially the information set forth in (a) Annex A hereto on the coverrequired, (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. The Company shall use its reasonable best efforts , to keep deliver a prospectus containing substantially 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 information set forth (i) in Annex A hereto on the case where cover of such prospectus, (ii) in Annex B hereto in the “Exchange Offer Procedures” section and the “Purpose of the Exchange Offer” section of such prospectus and (iii) in Annex C hereto in the “Plan of Distribution” section of such prospectus, in each case subject to any amendment changes, additions, deletions or supplement thereto must be delivered moving of such disclosure required by an Exchanging Dealer, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below)SEC. In connection with the Registered Exchange Offer, the Company shall:

Registered Exchange Offer. The Company shall, at its own costand the Guarantors shall ------------------------- (i) prepare and, not later than 120 days after following the date of original issue issuance of the Initial Securities (the “"Issue Date”"), prepare 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 the Securities (as defined in Section 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 Initial Securities, a like aggregate principal amount of debt securities (the “Exchange Securities”) of the Company issued under (the Indenture and "Exchange Securities") that are identical in ------------------- all material respects to the Initial Securities (Securities, except for the transfer restrictions relating to the Initial Securities and the provisions relating to the matters described in Section 6 hereofSecurities, (ii) that would be registered under the Securities Act. The Initial Securities and the Exchange Securities are herein collectively called the “Securities.” The Company shall use its their reasonable best efforts to cause such the Exchange Offer Registration Statement to become effective under the Securities Act within no later than 180 days, of days after the Issue Date and shall the Registered Exchange Offer to be consummated no later than 210 days after the Issue Date and (iii) keep the Exchange Offer Registration Statement effective for not less than 30 days (or longer, if required by applicable law) after the date that on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “"Exchange Offer Registration Period”"). The Company shall use its reasonable best efforts to consummate Exchange Securities will ---------------------------------- be issued under the Registered Indenture or an indenture (the "Exchange Offer no later than Securities ------------------- Indenture") between the 225th day after the Issue Date (such 225th dayCompany, the “Consummation Deadline”Guarantors and the Trustee or such other --------- bank or trust company that is reasonably satisfactory to the Initial Purchasers, as trustee (the "Exchange Securities Trustee"), such indenture to be identical --------------------------- in all material respects to the Indenture, except for the transfer restrictions relating to the Securities (as described above). If the Company effects the Registered Exchange Offer, the Company will be entitled to close the Registered Exchange Offer promptly following 30 days after the commencement thereof provided that the Company has accepted all the Initial Securities theretofore validly tendered in accordance with the terms of the 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 Transfer Restricted Securities electing to exchange the Initial Securities for Exchange Securities (assuming that such Holder (a) is not an affiliate of the Company within or an Exchanging Dealer (as defined herein) not complying with the meaning requirements of the next sentence, (b) is not an Initial Purchaser holding Securities Actthat have, or that are reasonably likely to have, the status of an unsold allotment in an initial distribution, (c) acquires the Exchange Securities in the ordinary course of such Holder’s business and 's business, (d) has no arrangements or understandings with any person to participate in the distribution of the Exchange Securities and (e) is not otherwise prohibited by any applicable law or policy of interpretations thereof by the Commission Commission's staff from participating in the Registered Exchange Offer) and 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 that is a broker-dealer electing to exchange 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 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 an Initial Purchaser elects to sell Exchange Securities acquired in exchange for Securities constituting any portion of an unsold allotment, such Initial Purchaser is required to deliver a prospectus containing the information required by Items 507 and 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale. If, prior to the consummation of the Registered Exchange Offer, any Holder holds any Securities acquired by it that have, or that are reasonably likely to be determined to have, the status of an unsold allotment in an initial distribution, or any Holder is not entitled to participate in the Registered Exchange Offer, the Company shall, upon the request of any such Holder, simultaneously with the delivery of the Exchange Securities in the Registered Exchange Offer, issue and deliver to any such Holder, in exchange for the Securities held by such Holder (the "Private Exchange"), a like aggregate ---------------- principal amount of debt securities of the Company (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 Private Exchange Securities will be issued under the same indenture as the Exchange Securities, and the Company shall use its reasonable best efforts to keep cause the Private Exchange Offer Registration Statement effective and Securities to amend and supplement bear 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 same CUSIP number 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, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below). In connection with the Registered Exchange Offer, the Company shall:

Registered Exchange Offer. The Company shall, at its own costshall (i) prepare and, not later than 120 90 days after following the date of original issue issuance of the Initial Securities (the “"Issue Date”"), prepare 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 each series of the Securities (as defined in Section 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 Initial SecuritiesSecurities of such series, a like aggregate principal amount of debt securities (the “Exchange Securities”) of such series of the Company issued under (the Indenture and "Exchange Securities") that are identical in all material respects to the Initial Securities (such Securities, except for the transfer restrictions or the payment of additional interest relating to the Initial Securities and the provisions relating to the matters described in Section 6 hereofSecurities, (ii) that would be registered under the Securities Act. The Initial Securities and the Exchange Securities are herein collectively called the “Securities.” The Company shall use its reasonable best efforts to cause such the Exchange Offer Registration Statement to become effective under the Securities Act within 180 days, of no later than 150 days after the Issue Date and shall the Registered Exchange Offer to be consummated no later than 180 days after the Issue Date and (iii) keep the Exchange Offer Registration Statement effective for not less than 30 days (or longer, if required by applicable law) after the date that on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “"Exchange Offer Registration Period”"). The Exchange Securities will be issued under the Indenture, including the Supplemental Indenture, or an indenture (the "Exchange Securities Indenture") between the Company shall use its reasonable best efforts and the Trustee or such other bank or trust company that is reasonably satisfactory to consummate the Registered Initial Purchasers, as trustee (the "Exchange Offer no later than Securities Trustee"), such indenture to be identical in all material respects to the 225th day after Indenture, including the Issue Date Supplemental Indenture, except for the transfer restrictions relating to the Securities (such 225th day, the “Consummation Deadline”as described above). If the Company effects the Registered Exchange Offer, the Company will be entitled to close the Registered Exchange Offer promptly following 30 days after the commencement thereof provided that the Company has accepted all the Initial Securities theretofore validly tendered in accordance with the terms of the 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 Transfer Restricted Securities electing to exchange the Initial Securities of a series for Exchange Securities of such series (assuming that such Holder (a) is not an affiliate of the Company within or an Exchanging Dealer (as defined herein) not complying with the meaning requirements of the next sentence, (b) is not an Initial Purchaser holding Securities Actthat have, or that are reasonably likely to have, the status of an unsold allotment in an initial distribution, (c) acquires the Exchange Securities in the ordinary course of such Holder’s 's business and (d) has no arrangements or 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 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, each Holder that is a broker-dealer electing to exchange 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 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. If, prior to the consummation of the Registered Exchange Offer, any Holder holds any Securities of a series acquired by it that have, or that are reasonably likely to be determined to have, the status of an unsold allotment in an initial distribution, or any Holder is not entitled to participate in the Registered Exchange Offer, the Company shall, upon the request of any such Holder, simultaneously with the delivery of the Exchange Securities of such series in the Registered Exchange Offer, issue and deliver to any such Holder, in exchange for the Securities of such series held by such Holder (the "Private Exchange"), a like aggregate principal amount of debt securities of the Company (the "Private Exchange Securities") that are identical in all material respects to the Exchange Securities of such series, except for the transfer restrictions relating to such Private Exchange Securities. The Private Exchange Securities of such series will be issued under the same indenture as the Exchange Securities of such series, and the Company shall use its reasonable best efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the prospectus contained therein, in order to permit such prospectus to be lawfully delivered by 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, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below). In connection with the Registered Exchange Offer, the Company shall:

Registered Exchange Offer. The Company shall, at its own cost, Unless not later than 120 days permitted by applicable law (after the date Company has complied with the ultimate paragraph of original issue of the Initial Securities (the “Issue Date”this Section 1), the Company shall prepare 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 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 Initial Securities, a like aggregate principal amount of debt securities (the “Exchange Securities”) of the Company issued under the Indenture and Indenture, substantially identical in all material respects to the Initial Securities (except for the transfer restrictions relating to the Initial Securities and the provisions relating to the matters described in Section 6 hereof) that would be registered under the Securities Act. The Initial Securities and the Exchange Securities are herein collectively called Act (together, the “Exchange Securities.” ”). The Company shall use its reasonable best efforts to cause such the Exchange Offer Registration Statement to become effective under the Securities Act within 180 days, of 365 days (such 365th day being an “Effectiveness Deadline”) after the Issue Date date on which the Initial Purchasers purchase the Initial Securities pursuant to the Purchase Agreement (the “Closing Date”) and shall will keep the Exchange Offer Registration Statement effective for not less than 30 days (or longer, if required by applicable law) after the date that notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “Exchange Offer Registration Period”). The Company shall use its reasonable best efforts to consummate the Registered Exchange Offer no later than the 225th day after the Issue Date (such 225th day, the “Consummation Deadline”). If the Company effects commences the Registered Exchange Offer, the Company will be entitled to close consummate the Registered Exchange Offer promptly following 30 days after the such commencement thereof (provided that the Company has accepted all the Initial Securities theretofore validly tendered in accordance with the terms of the Registered Exchange 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 the Registered Exchange Offer to enable each Holder of Transfer Restricted Securities electing to exchange the its Initial Securities for the applicable amount and series of Exchange Securities (assuming that such Holder is not an affiliate of the Company within the meaning of the Securities Act, acquires the Exchange Securities in the ordinary course of such Holder’s business and has no 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 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 that is a broker-dealer electing to exchange Initial Securities, acquired for its own account as a result of market-market making activities or other trading activities, for the applicable series of 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) Annex B hereto in the “The Exchange Offer ProceduresOffer” 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 OfferOffer and (ii) an Initial Purchaser that elects to sell Securities (as defined below) acquired in exchange for Initial Securities constituting any portion of an unsold allotment, is required to deliver a prospectus containing the information required by Items 507 or 508, as applicable, of Regulation S-K under the Securities Act in connection with such sale. The Company shall use its reasonable best efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the prospectus contained therein, in order to permit such prospectus to be lawfully delivered by 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 DealerDealer or an Initial Purchaser, such period shall be the lesser of 180 120 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 120 days after the consummation of the Registered Exchange Offer. If, upon consummation of the Registered Exchange Offer, any Initial Purchaser holds 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 Initial Securities held by such Initial Purchaser, a like principal amount of debt securities of such series of the Company issued under the Indenture and substantially identical in all material respects to the Initial Securities (the “Private Exchange Securities”). The 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. The Company shall, at its own costand the Guarantors shall (i) prepare and, not later than 120 90 days after following the date of original issue issuance of the Initial Securities (the “"Issue Date”"), prepare 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 the Securities (as defined in Section 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 Initial Securities, a like aggregate principal amount of debt securities (the “Exchange Securities”) of the Company issued under (the Indenture and "Exchange Securities") that are identical in all material respects to the Initial Securities (Securities, except for the transfer restrictions relating to the Initial Securities and the provisions relating to the matters described in Section 6 hereofSecurities, (ii) that would be registered under the Securities Act. The Initial Securities and the Exchange Securities are herein collectively called the “Securities.” The Company shall use its their reasonable best efforts to cause such the Exchange Offer Registration Statement to become effective under the Securities Act within no later than 180 days, of days after the Issue Date and shall the Registered Exchange Offer to be consummated no later than 210 days after the Issue Date and (iii) keep the Exchange Offer Registration Statement effective for not less than 30 20 business days (or longer, if required by applicable law) after the date that on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “"Exchange Offer Registration Period”"). The Company shall use its reasonable best efforts to consummate Exchange Securities will be issued under the Registered Indenture or an indenture (the "Exchange Offer no later than Securities Indenture") among the 225th day after the Issue Date (such 225th dayCompany, the “Consummation Deadline”Guarantors and the Trustee or such other bank or trust company that is reasonably satisfactory to the Initial Purchasers, as trustee (the "Exchange Securities Trustee"), such indenture to be identical in all material respects to the Indenture, except for the transfer restrictions relating to the Securities (as described above). If the Company effects the Registered Exchange Offer, the Company will be entitled to close the Registered Exchange Offer promptly following 30 days after the commencement thereof provided that the Company has accepted all the Initial Securities theretofore validly tendered in accordance with the terms of the 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 Transfer Restricted Securities electing to exchange the Initial 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 or an Exchanging Dealer (as defined herein) not complying with the meaning requirements of the next sentence, (b) is not an Initial Purchaser holding Securities Actthat have, or that are reasonably likely to have, the status of an unsold allotment in an initial distribution, (c) acquires the Exchange Securities in the ordinary course of such Holder’s Xxxxxx's business and (d) has no arrangements or 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, each Holder that is a broker-dealer electing to exchange 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 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. If, prior to the consummation of the Registered Exchange Offer, any Holder holds any Securities acquired by it that have, or that are reasonably likely to be determined to have, the status of an unsold allotment in an initial distribution, or any Holder is not entitled to participate in the Registered Exchange Offer, the Company shall, upon the request of any such Holder, simultaneously with the delivery of the Exchange Securities in the Registered Exchange Offer, issue and deliver to any such Holder, in exchange for the Securities held by such Holder (the "Private Exchange"), a like aggregate principal amount of debt securities of the Company (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 Private Exchange Securities will be issued under the same indenture as the Exchange Securities, and the Company shall use its reasonable best efforts to keep cause the Private Exchange Offer Registration Statement effective and Securities to amend and supplement bear 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 same CUSIP number 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, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below). In connection with the Registered Exchange Offer, the Company shall:

Registered Exchange Offer. The Company shall, at its own costHoldings shall (i) prepare and, not later than 120 75 days after following the date of original issue issuance of the Initial Securities Debentures (the “"Issue Date”"), prepare 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 the Debentures (as defined in Section 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 Initial SecuritiesDebentures, a like aggregate principal amount of debt securities deben- tures of Holdings (the “"Exchange Securities”Debentures") of the Company issued under the Indenture and that are identical in all material respects to the Initial Securities (Debentures, except for the transfer restrictions relating to the Initial Securities and the provisions relating to the matters described in Section 6 hereofDebentures, (ii) that would be registered under the Securities Act. The Initial Securities and the Exchange Securities are herein collectively called the “Securities.” The Company shall use its their reasonable best efforts to cause such the Exchange Offer Registration Statement to become effective under the Securities Act within 180 days, of no later than 150 days after the Issue Date and shall the Registered Exchange Offer to be consummated no later than 180 days after the Issue Date and (iii) keep the Exchange Offer Registration Statement effective for not less than 30 days (or longer, if required by applicable law) after the date that on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “"Exchange Offer Registration Period”"). The Company shall use its reasonable best efforts Exchange Debentures will be issued under the Indenture or an indenture (the "Exchange Debentures Indenture") between Holdings and the Trustee or such other bank or trust company that is reasonably satisfactory to consummate the Registered Initial Purchasers, as trustee (the "Exchange Offer no later than Debentures Trustee"), such indenture to be identical in all material respects to the 225th day after Indenture, except for the Issue Date transfer restrictions relating to the Debentures (such 225th day, the “Consummation Deadline”as described above). If the Company effects the Registered Exchange Offer, the Company will be entitled to close the Registered Exchange Offer promptly following 30 days after the commencement thereof provided that the Company has accepted all the Initial Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer. Following the declaration of Upon the effectiveness of the Exchange Offer Registration Statement, the Company Holdings 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 Initial Securities Debentures for Exchange Securities Debentures (assuming that such Holder (a) is not an affiliate of Holdings or an Exchanging Dealer (as defined herein) not complying with the Company within the meaning requirements of the Securities Actnext sentence, (b) is not an Initial Purchaser holding Debentures that have, or that are reasonably likely to have, the status of an unsold allotment in an initial distribution, (c) acquires the Exchange Securities Debentures in the ordinary course of such Holder’s Xxxxxx's business and (d) has no arrangements or understandings with any person to participate in the distribution of the Exchange Securities Debentures) and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities Debentures 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 Holdings, 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 that is a broker-dealer electing to exchange Securities, Debentures acquired for its own account as a result of market-making activities or other trading activities, for Exchange Securities Debentures (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 Debentures received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) if the Initial Purchasers elect to sell Exchange Debentures acquired in exchange for Debentures constituting any portion of an unsold allotment, the Initial Purchasers will be required to deliver a prospectus containing the information required by Items 507 and 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale. If, prior to the consummation of the Registered Exchange Offer, any Holder holds any Debentures acquired by it that have, or that are reasonably likely to be determined to have, the status of an unsold allotment in an initial distribution, or any Holder is not entitled to participate in the Registered Exchange Offer, Holdings shall, upon the request of any such Holder, simultaneously with the delivery of the Exchange Debentures in the Registered Exchange Offer, issue and deliver to any such Holder, in exchange for the Debentures held by such Holder (the "Private Exchange"), a like aggregate principal amount of debentures of Holdings (the "Private Exchange Debentures") that are identical in all material respects to the Exchange Debentures, except for the transfer restrictions relating to such Private Exchange Debentures. The Company Private Exchange Debentures will be issued under the same indenture as the Exchange Debentures, and Holdings shall use its reasonable best efforts to keep cause the Private Exchange Debentures to bear the same CUSIP number as 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, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below)Debentures. In connection with the Registered Exchange Offer, the Company Holdings shall:

Registered Exchange Offer. The Company shall, at Holdings shall (i) use its own costreasonable best efforts to prepare and, not later than 120 90 days after following the date of original issue issuance of the Initial Securities (the “"Issue Date”"), prepare 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 the Securities (as defined in Section 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 Initial Securities, a like aggregate principal amount of debt securities (the “Exchange Securities”) of the Company issued under the Indenture and Holdings that are identical in all material respects to the Initial Securities (the "Exchange Securities"), except for the transfer restrictions relating to the Initial Securities and the provisions relating to the matters described in Section 6 hereof) that would be registered under the Securities Act. The Initial Securities and the Exchange Securities are herein collectively called the “Securities.” The Company shall will not contain terms with respect to transfer restrictions, (ii) use its reasonable best efforts to cause such the Exchange Offer Registration Statement to become effective under the Securities Act within no later than 180 days, of days after the Issue Date and shall the Registered Exchange Offer to be consummated no later than 225 days after the Issue Date and (iii) keep the Exchange Offer Registration Statement effective for not less than 30 days (or longer, if required by applicable law) after the date that on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “"Exchange Offer Registration Period”"). The Company shall use its reasonable best efforts to consummate Exchange Securities will be issued under the Registered Senior Discount Notes Indenture (the "Indenture") or an indenture (the "Exchange Offer no later than the 225th day after the Issue Date (such 225th daySecurities Indenture") between Holdings, the “Consummation Deadline”Guarantors party thereto and the Senior Discount Notes Trustee (the "Trustee") or such other bank or trust company that is reasonably satisfactory to the Initial Purchasers, as trustee (the "Exchange Securities Trustee"), such indenture to be identical in all material respects to the Indenture, except with respect to the transfer restrictions relating to the Securities (as described above). If the Company effects the Registered Exchange Offer, the Company will be entitled to close the Registered Exchange Offer promptly following 30 days after the commencement thereof provided that the Company has accepted all the Initial Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer. Following the declaration of Upon the effectiveness of the Exchange Offer Registration Statement, the Company Holdings 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 Initial Securities for Exchange Securities (assuming that such Holder (a) is not an affiliate of the Company within the meaning of (as defined in Rule 405 under the Securities Act) of Holdings or an Exchanging Dealer (as defined herein) not complying with the requirements of the next sentence, (b) is not an Initial Purchaser holding Securities that have, or that are reasonably likely to have, the status of an unsold allotment in an initial distribution, (c) acquires the Exchange Securities in the ordinary course of such Holder’s business 's business, and (d) has no arrangements or 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 Holdings, 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 that is a broker-dealer electing to exchange Securities, 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 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 any Initial Purchaser elects to sell Private Exchange Securities (as defined below) acquired in exchange for Securities constituting any portion of an unsold allotment, it is required to deliver a prospectus containing the information required by Items 507 and 508 of Regulation S-K under the Securities Act and the Exchange Act ("Regulation S-K"), as applicable, in connection with such sale. Upon consummation of the Registered Exchange Offer 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 Holdings 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, prior to the consummation of the Registered Exchange Offer, any Holder holds any Securities acquired by it that have, or that are reasonably likely to be determined to have, the status of an unsold allotment in an initial distribution, or any Holder is not entitled to participate in the Registered Exchange Offer, Holdings shall, upon the request of any such Holder, simultaneously with the delivery of the Exchange Securities in the Registered Exchange Offer, issue and deliver to any such Holder, in exchange for the Securities held by such Holder (the "Private Exchange"), a like aggregate principal amount of debt securities of Holdings that are identical in all material respects to the Exchange Securities (the "Private Exchange Securities"), except with respect to the transfer restrictions relating to such Private Exchange Securities. The Company Private Exchange Securities will be issued under the same indenture as the Exchange Securities, and Holdings shall use its reasonable best efforts to keep cause the Private Exchange Offer Registration Statement effective and Securities to amend and supplement bear 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 same CUSIP number 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, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below). In connection with the Registered Exchange Offer, the Company Holdings shall:

Registered Exchange Offer. The Company shall, at its own cost, not later than 120 days after Upon the date of original issue of the Initial Securities (the “Issue Date”), prepare 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 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 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 Initial Securities (except for the transfer restrictions relating to the Initial Securities and the provisions relating to the matters described in Section 6 hereof) that would be registered under the Securities Act. The Initial Securities and the Exchange Securities are herein collectively called the “Securities.” The Company shall use its reasonable best efforts to cause such Exchange Offer Registration Statement to become effective under the Securities Act within 180 days, of the Issue Date and shall keep the Exchange Offer Registration Statement effective for not less than 30 days (or longer, if required by applicable law) after the date that notice occurrence of the Registered Exchange Offer is mailed in accordance with the Registration Rights Agreement, the Issuer or the Company, as applicable, will issue, under the Fourth Supplemental Indenture, and, upon receipt of an authentication order in accordance with the Indenture, the Trustee will authenticate one or more Global Notes in an aggregate principal amount equal to the Holders (such period being called principal amount of the “Exchange Offer Registration Period”). The Company shall use its reasonable best efforts to consummate beneficial interests in the Restricted Global Notes accepted for exchange in the Registered Exchange Offer no later than by Persons that certify in the 225th day after applicable letter of transmittal that (A) they are not Broker-Dealers, (B) they are not participating in a distribution of the Issue Date Exchange Securities and (such 225th dayC) they are not affiliates (as defined in Rule 144) of the Issuer or the Company, as applicable. Following the “Consummation Deadline”). If the Company effects consummation of the Registered Exchange Offer, the Company Exchange Securities will be entitled to close treated as the Registered Exchange Offer promptly following 30 days after same series as the commencement thereof provided that the Company has accepted all the Initial Securities theretofore validly tendered in accordance original Notes. Concurrently with the terms issuance of such Exchange Securities, the Trustee will cause the aggregate principal amount of the Registered Exchange Offer. Following Restricted Global Notes to be reduced accordingly, and the declaration Issuer or the Company, as applicable, will execute and the Trustee will authenticate and deliver to the Persons designated by the Holders 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 Initial Securities for Exchange Securities (assuming that such Holder is not an affiliate of the Company within the meaning of the Securities Act, acquires the Exchange Securities Definitive Notes so accepted Definitive Notes in the ordinary course of such Holder’s business and has no 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 Statesappropriate principal amount. The Company acknowledges thatEXHIBIT A [FORM OF FACE OF NOTE] [Global Notes Legend] UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, pursuant to current interpretations by the Commission’s staff of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom, each Holder that is a broker-dealer electing to exchange Securities, acquired for its own account as a result of market-making activities or other trading activities, for Exchange Securities A NEW YORK CORPORATION (an “Exchanging DealerDTC”), is required to deliver a prospectus containing substantially the information set forth in NEW YORK, NEW YORK, TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (aAND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO DTC, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. [Restricted Notes Legend] THIS SECURITY (OR ITS PREDECESSOR) Annex WAS ORIGINALLY ISSUED IN A hereto on the coverTRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR UNDER STATE SECURITIES LAW. THIS SECURITY REPRESENTED BY THIS GLOBAL CERTIFICATE MAY NOT BE OFFERED, SOLD, PLEDGED ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR (B) PURSUANT TO AN APPLICABLE EXEMPTION UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, AND UNLESS IN ACCORDANCE WITH THE INDENTURE REFERRED TO HEREINAFTER, COPIES OF WHICH ARE AVAILABLE AT THE CORPORATE TRUST OFFICE OF THE TRUSTEE. EACH PURCHASER OF THE SECURITIES REPRESENTED HEREBY IS HEREBY NOTIFIED THAT THE SELLER OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER (TOGETHER WITH ANY SUCCESSOR PROVISION, AND AS SUCH RULE MAY HEREAFTER BE AMENDED FROM TIME TO TIME, “RULE 144A”). IN ADDITION, ANY SUCH TRANSFER OR OTHER DISPOSITION IS SUBJECT TO THE CONDITIONS CONTAINED IN THE PURCHASE AGREEMENT. A COPY OF SUCH CONDITIONS WILL BE PROVIDED TO THE HOLDER HEREOF UPON REQUEST. THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE ISSUER THAT (A) THIS SECURITY MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) IN THE UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (bII) Annex B hereto in OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (III) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (IV) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH (IV) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND ALL OTHER APPLICABLE JURISDICTIONS, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS SECURITY FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE. Prior to the “Exchange Offer Procedures” section and the “Purpose expiration of the Exchange Offer” sectionRestricted Period each Regulation S Note shall bear the following additional legend: THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION ORIGINALLY EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933, and AS AMENDED (c) Annex C hereto in the 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 OfferSECURITIES ACT”), AND MAY NOT BE TRANSFERRED IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON EXCEPT PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES LAWS. The Company shall use its reasonable best efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the prospectus contained thereinTERMS USED ABOVE HAVE THE MEANINGS GIVEN TO THEM IN REGULATION S UNDER THE SECURITIES ACT. [FORM OF NOTE] No. $ MAPLE ESCROW SUBSIDIARY, 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, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below). In connection with the Registered Exchange Offer, the Company shall:INC.

Registered Exchange Offer. The Company shallUpon the written request of any holders of Securities, aggregating not less than 25% in aggregate principal amount at its own cost, not later than 120 days after the date of original issue maturity of the Initial Securities at the time then outstanding, which request may be made at any time on or after November 12, 2002 (the “Issue "Trigger Date”"), the Company shall (i) prepare 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 the Securities (as defined in Section 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 any and all of the Initial SecuritiesSecurities (including any and all PIK Notes issued after consummation of the Registered Exchange Offer under the Exchange Securities Indenture (as defined below)), a like aggregate principal amount at maturity of debt securities (the “Exchange Securities”) of the Company issued under (the Indenture and "Exchange Securities") that are identical in all material respects to the Initial Securities (Securities, except for the transfer restrictions relating that they will have been registered pursuant to the Initial Securities and the provisions relating to the matters described in Section 6 hereof) that would be registered an effective registration statement under the Securities Act. The Initial Securities Act and the Exchange Securities are herein collectively called the “Securities.” The Company shall will not contain provisions restricting transfer, (ii) use its reasonable best efforts to cause such the Exchange Offer Registration Statement to become effective under the Securities Act within 180 days, of no later than 150 days after the Issue Trigger Date and shall the Registered Exchange Offer to be consummated no later than 180 days after the Trigger Date and (iii) keep the Exchange Offer Registration Statement effective for not less than 30 days (or longer, if required by applicable law) after the date that on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “"Exchange Offer Registration Period”"). The Exchange Securities as well as any PIK Notes will be issued under the Indenture or an indenture (the "Exchange Securities Indenture") between the Company shall use its reasonable best efforts and the Trustee or such other bank or trust company that is reasonably satisfactory to consummate the Registered Purchasers, as trustee (the "Exchange Offer no later than Securities Trustee"), such indenture to be identical in all material respects to the 225th day after Indenture, except for the Issue Date transfer restrictions relating to the Securities (such 225th day, the “Consummation Deadline”as described above). If the Company effects the Registered Exchange Offer, the Company will be entitled to close the Registered Exchange Offer promptly following 30 days after the commencement thereof provided that the Company has accepted all the Initial Securities theretofore validly tendered in accordance with the terms of the 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 Transfer Restricted Securities electing to exchange the Initial Securities for Exchange Securities (assuming that such Holder (a) is not (i) an affiliate of the Company within or (ii) an Exchanging Dealer (as defined below) not complying with the meaning requirements of the Securities Actnext sentence, (b) acquires the Exchange Securities in the ordinary course of such Holder’s 's business and (c) has no arrangements or 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 blue sky or securities laws of the several states of the United States. The Company acknowledges Company, the 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, each Holder that is a broker-dealer electing to exchange 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 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. The Company shall use its reasonable best efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the prospectus contained therein, in order to permit such prospectus to be lawfully delivered by 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, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below). In connection with the Registered Exchange Offer, the Company shall:

Registered Exchange Offer. The Company shall, at its own costand the Subsidiary Guarantors shall (i) prepare and, not later than 120 75 days after following the date of original issue issuance of the Initial Securities (the “"Issue Date”"), prepare 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 the Securities (as defined in Section 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 Initial Securities, a like aggregate principal amount of debt securities (the “Exchange Securities”) of the Company issued under (the Indenture and "Exchange Securities") that are identical in all material respects to the Initial Securities (Securities, except for the transfer restrictions relating to the Initial Securities and the provisions relating to the matters described in Section 6 hereofSecurities, (ii) that would be registered under the Securities Act. The Initial Securities and the Exchange Securities are herein collectively called the “Securities.” The Company shall use its their reasonable best efforts to cause such the Exchange Offer Registration Statement to become effective under the Securities Act within 180 days, of no later than 150 days after the Issue Date and shall the Registered Exchange Offer to be consummated no later than 180 days after the Issue Date and (iii) keep the Exchange Offer Registration Statement effective for not less than 30 days (or longer, if required by applicable law) after the date that notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “"Exchange Offer Registration Period”"). The Company shall use its reasonable best efforts to consummate Exchange Securities will be issued under the Registered Indenture or an indenture (the "Exchange Offer no later than Securities Indenture") among the 225th day after the Issue Date (such 225th dayCompany, the “Consummation Deadline”Subsidiary Guarantors and the Trustee or such other bank or trust company that is reasonably satisfactory to the Initial Purchasers, as trustee (the "Exchange Securities Trustee"), such indenture to be identical in all material respects to the Indenture, except for the transfer restrictions relating to the Securities (as described above). If the Company effects the Registered Exchange Offer, the Company will be entitled to close the Registered Exchange Offer promptly following 30 days after the commencement thereof provided that the Company has accepted all the Initial Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer. Following the declaration of Upon the effectiveness of the Exchange Offer Registration Statement, the Company and each of the Subsidiary 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 electing to exchange the Initial Securities for Exchange Securities (assuming that such Holder (a) is not an affiliate of the Company within Company, a Subsidiary Guarantor or an Exchanging Dealer (as defined herein) not complying with the meaning requirements of the next sentence, (b) is not an Initial Purchaser holding Securities Actthat have, or that are reasonably likely to have, the status of an unsold allotment in an initial distribution, (c) acquires the Exchange Securities in the ordinary course of such Holder’s 's business and (d) has no arrangements or 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 Company, each of the Subsidiary Guarantors and each Initial Purchaser 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, each Holder that is a broker-dealer electing to exchange 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 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. If, prior to the consummation of the Registered Exchange Offer, any Holder holds any Securities acquired by it that have, or that are reasonably likely to be determined to have, the status of an unsold allotment in an initial distribution, or any Holder is not entitled to participate in the Registered Exchange Offer, the Company shall, upon the request of any such Holder, simultaneously with the delivery of the Exchange Securities in the Registered Exchange Offer, issue and deliver to any such Holder, in exchange for the Securities held by such Holder (the "Private Exchange"), a like aggregate principal amount of debt securities of the Company (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 Private Exchange Securities will be issued under the same indenture as the Exchange Securities, and the Company shall use its reasonable best efforts to keep cause the Private Exchange Offer Registration Statement effective and Securities to amend and supplement bear 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 same CUSIP number 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, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below). In connection with the Registered Exchange Offer, the Company shall:

Registered Exchange Offer. The Company shall, at its own costshall (i) prepare and, not later than 120 45 days after following the date of original issue issuance of the Initial Securities (the “"Issue Date”"), prepare 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 the Securities (as defined in Section 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 Initial Securities, a like aggregate principal amount of debt securities (the “Exchange Securities”) of the Company issued under the Indenture and that are identical in all material respects to the Initial Securities (except for the transfer restrictions relating to the Initial Securities and the provisions relating to the matters described in Section 6 hereofSecurities, (ii) that would be registered under the Securities Act. The Initial Securities and the Exchange Securities are herein collectively called the “Securities.” The Company shall use its their reasonable best efforts to cause such the Exchange Offer Registration Statement to become effective under the Securities Act within 180 days, of no later than 150 days after the Issue Date and shall the Registered Exchange Offer to be consummated no later than 195 days after the Issue Date and (iii) keep the Exchange Offer Registration Statement effective for not less than 30 days (or longer, if required by applicable law) after the date that on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “"Exchange Offer 2 Registration Period”"). The Exchange Securities will be issued under the Indenture or an indenture (the "Exchange Securities Indenture") between the Company shall use its reasonable best efforts and the Trustee or such other bank or trust company that is reasonably satisfactory to consummate the Registered Initial Purchasers, as trustee (the "Exchange Offer no later than Securities Trustee"), such indenture to be identical in all material respects to the 225th day after Indenture, except for the Issue Date transfer restrictions relating to the Securities (such 225th day, the “Consummation Deadline”as described above). If the Company effects the Registered Exchange Offer, the Company will be entitled to close the Registered Exchange Offer promptly following 30 days after the commencement thereof provided that the Company has accepted all the Initial Securities theretofore validly tendered in accordance with the terms of the 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 Transfer Restricted Securities electing to exchange the Initial Securities for Exchange Securities (assuming that such Holder (a) is not an affiliate the Company or an Exchanging Dealer (as defined herein) not complying with the requirements of the Company within next sentence, (b) is not an Initial Purchaser holding Securities that have, or that are reasonably likely to have, the meaning status of the Securities Actan unsold allotment in an initial distribution, (c) acquires the Exchange Securities in the ordinary course of such Holder’s 's business and (d) has no arrangements or 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 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, each Holder that is a broker-dealer electing to exchange 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 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. If, prior to the consummation of the Registered Exchange Offer, any Holder holds any Securities acquired by it that have, or that are reasonably likely to be determined to have, the status of an unsold allotment in an initial distribution, or any Holder is not entitled to participate in the Registered Exchange Offer, the Company shall, upon the request of any such Holder, simultaneously with the delivery of the Exchange Securities in the Registered Exchange Offer, issue and deliver to any such Holder, in exchange for the Securities held by such Holder (the "Private Exchange"), a like aggregate principal amount of debt securities of the Company (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 Private Exchange Securities will be issued under the same indenture as the Exchange Securities, and the Company shall use its reasonable best efforts to keep cause the Private Exchange Offer Registration Statement effective and Securities to amend and supplement bear 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 same CUSIP number 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, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below). In connection with the Registered Exchange Offer, the Company shall:

Registered Exchange Offer. The Company shall, at its own cost, not later than 120 days after the date of original issue of the Initial Securities Registrants shall use their reasonable best efforts to (the “Issue Date”), i) prepare 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 the Securities (as defined in Section 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 Initial Securities, a like aggregate principal amount of debt securities (the “Exchange Securities”) of the Company issued under guaranteed by the Indenture and Guarantors (the "Exchange Securities") that are identical in all material respects to the Initial Securities (Securities, except for the transfer restrictions relating to the Initial Securities and the provisions rights relating to the matters described in Section 6 hereofthis Agreement, (ii) that would be registered under the Securities Act. The Initial Securities and the Exchange Securities are herein collectively called the “Securities.” The Company shall use its their reasonable best efforts to cause such the Exchange Offer Registration Statement to become effective under the Securities Act within 180 days, no later than 270 days following the date of original issuance of the Securities (the "Issue Date Date") and shall (iii) keep the Exchange Offer Registration Statement effective for not less than 30 days (or longer, if required by applicable law) after the date that on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “"Exchange Offer Registration Period”"). The Company shall use its reasonable best efforts Exchange Securities will be issued under the Indenture or an indenture (the "Exchange Securities Indenture") between the Registrants and the Trustee or such other bank or trust company that is reasonably satisfactory to consummate the Registered Initial Purchasers, as trustee (the "Exchange Offer no later than the 225th day after the Issue Date (such 225th day, the “Consummation Deadline”Securities Trustee"). If the Company effects the Registered Exchange Offer, the Company will be entitled to close the Registered Exchange Offer promptly following 30 days after the commencement thereof provided that the Company has accepted all the Initial Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer. Following the declaration of Upon the effectiveness of the Exchange Offer Registration Statement, the Company Registrants 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 Initial Securities for Exchange Securities (assuming that such Holder (a) is not an affiliate (as defined in Section 10(e) below) of any of the Company within Registrants or of an Exchanging Dealer (as defined herein) not complying with the meaning requirements of the next sentence, (b) is not an Initial Purchaser holding Securities Actthat have, or that are reasonably likely to have, the status of an unsold allotment in an initial distribution, (c) acquires the Exchange Securities in the ordinary course of such Holder’s 's business and (d) has no arrangements or 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 Registrants, 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, each Holder that is a broker-dealer electing to exchange 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 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. If, prior to the consummation of the Registered Exchange Offer, any Holder holds any Securities acquired by it that have, or that are reasonably likely to be determined to have, the status of an unsold allotment in an initial distribution, or any Holder is not entitled to participate in the Registered Exchange Offer, the Company shall, upon the request of any such Holder, simultaneously with the delivery of the Exchange Securities in the Registered Exchange Offer, issue and deliver to any such Holder, in exchange for the Securities held by such Holder (the "Private Exchange"), a like aggregate principal amount of debt securities of the Company guaranteed by the Guarantors (the "Private Exchange Securities") that are identical in all material respects to the NRG Northeast Registration Rights Agreement Exchange Securities, except for the transfer restrictions relating to such Private Exchange Securities. The Company Private Exchange Securities will be issued under the same Indenture as the Exchange Securities, and the Registrants shall use its their reasonable best efforts to keep cause the Private Exchange Offer Registration Statement effective and Securities to amend and supplement bear 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 same CUSIP number as such persons must comply with such requirements in order to resell the Exchange Securities; provided, however, that (i) in upon resale of the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers have sold all Private Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below)a registration statement declared by the Commission. In connection with the Registered Exchange Offer, the Company Registrants shall:

Registered Exchange Offer. The Company shall, at its own costshall (i) prepare and, not later than 120 60 days after following the date of original issue issuance of the Initial Securities (the “"Issue Date”"), prepare 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 the Transfer Restricted Securities (as defined in Section 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 Initial Transfer Restricted Securities, a like aggregate principal amount of debt securities (the “Exchange Securities”) of the Company issued under (the Indenture and "Exchange Securities") that are identical in all material respects to the Initial Securities (Transfer Restricted Securities, except for the transfer restrictions relating to the Initial Securities and the provisions relating to the matters described in Section 6 hereofSecurities, (ii) that would be registered under the Securities Act. The Initial Securities and the Exchange Securities are herein collectively called the “Securities.” The Company shall use its reasonable best efforts to cause such the Exchange Offer Registration Statement 29 to become effective under the Securities Act within 180 days, of no later than 160 days after the Issue Date and shall the Registered Exchange Offer to be consummated no later than 25 business days after the effective date of the Exchange Offer Registration Statement and (iii) keep the Exchange Offer Registration Statement effective for not less than 30 20 business days (or longer, if required by applicable law) after the date that on which notice of the Registered Exchange Offer is first mailed to the Holders (such period being called the “"Exchange Offer Registration Period”"). The Company shall use its reasonable best efforts to consummate Exchange Securities and Private Exchange Securities (as defined below, if any) will be issued under the Registered Indenture or an indenture (the "Exchange Offer no later than the 225th day after the Issue Date (such 225th day, the “Consummation Deadline”). If Securities Indenture") between the Company effects and the Registered Exchange Offer, the Company will be entitled Trustee or such other bank or trust company that is reasonably satisfactory to close the Registered Exchange Offer promptly following 30 days after the commencement thereof provided that the Company has accepted all the Initial Purchasers, as trustee (the "Exchange Securities theretofore validly tendered Trustee"), such indenture to be identical in accordance with all material respects to the terms of Indenture, except for the Registered Exchange Offertransfer restrictions relating to the Transfer Restricted Securities. 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 Initial Securities for Exchange Securities (assuming that such Holder (a) is not an affiliate of the Company within or an Exchanging Dealer (as defined herein) not complying with the meaning requirements of the next sentence, (b) is not an Initial Purchaser with Securities Actthat have the status of an unsold allotment in an initial distribution, (c) acquires the Exchange Securities in the ordinary course of such Holder’s 's business and (d) has no arrangements or 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 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 that is a broker-dealer electing to exchange 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 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 any Initial Purchaser elects to sell Private Exchange Securities acquired in exchange for 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 and the Exchange Act ("Regulation S-K"). Upon consummation of the Registered Exchange Offer in accordance with this Section 1, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Transfer Restricted Securities 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 Participating Broker-Dealers (as defined), and the Company shall have no further obligations to register Transfer Restricted Securities (other than Private Exchange Securities and other than in If, prior to the consummation of the Registered Exchange Offer, any Holder holds any Securities acquired by it that have, or that are reasonably likely to be determined to have, the status of an unsold allotment in the initial distribution of the Securities, or any Holder is not entitled to participate in the Registered Exchange Offer, the Company shall, upon the request of any such Holder, simultaneously with the delivery of the Exchange Securities in the Registered Exchange Offer, issue and deliver to any such Holder, in exchange for the Securities held by such Holder (the "Private Exchange"), a like aggregate principal amount of debt securities of the Company (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 Private Exchange Securities will be issued under the same indenture as the Exchange Securities, and the Company shall use its reasonable best efforts to keep cause the Private Exchange Offer Registration Statement effective and Securities to amend and supplement bear 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 same CUSIP number 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, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below). In connection with the Registered Exchange Offer, the Company shall:

Registered Exchange Offer. The Company shall, at its own costshall (i) prepare and, not later than 120 90 days after following the date of original issue issuance of the Initial Securities (the “"Issue Date”"), prepare 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 the Securities (as defined in Section 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 Initial Securities, a like aggregate principal amount of debt securities (the “Exchange Securities”) of the Company issued under (the Indenture and "Exchange Securities") that are identical in all material respects to the Initial Securities (Securities, except for the transfer restrictions relating to the Initial Securities and the provisions relating to the matters described in Section 6 hereofSecurities, (ii) that would be registered under the Securities Act. The Initial Securities and the Exchange Securities are herein collectively called the “Securities.” The Company shall use its reasonable best efforts to cause such the Exchange Offer Registration Statement to become effective under the Securities Act within 180 days, of no later than 210 days after the Issue Date and shall the Registered Exchange Offer to be consummated no later than 240 days after the Issue Date and (iii) keep the Exchange Offer Registration Statement effective for not less than 30 days (or longer, if required by applicable law) after the date that on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “"Exchange Offer Registration Period”"). The Exchange Securities will be issued under the Indenture or an indenture (the "Exchange Securities Indenture") between the Company shall use its reasonable best efforts and the Trustee or such other bank or trust company that is reasonably satisfactory to consummate you, as trustee (the Registered "Exchange Offer no later than Securities Trustee"), such indenture to be identical in all material respects to the 225th day after Indenture, except for the Issue Date transfer restrictions relating to the Securities (such 225th day, the “Consummation Deadline”as described above). If the Company effects the Registered Exchange Offer, the Company will be entitled to close the Registered Exchange Offer promptly following 30 days after the commencement thereof provided that the Company has accepted all the Initial Securities Notes theretofore validly tendered in accordance with the terms of the Registered Exchange Offer. Following The Company may, in its discretion, accept tenders of Notes for Exchange Notes after the declaration date that the Company consummates the Exchange Offer with respect to Notes tendered as of the date of initial consummation and, for purposes of Section 3(a)(iii), the Exchange Offer shall be deemed to have been consummated notwithstanding any such extension of the tender period. 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 Initial Securities for Exchange Securities (assuming that such Holder (a) is not an affiliate of the Company within or an Exchanging Dealer (as defined herein) not complying with the meaning requirements of the next sentence, (b) is not an Initial Purchaser holding Securities Actthat have, or that are reasonably likely to have, the status of an unsold allotment in an initial distribution, (c) acquires the Exchange Securities in the ordinary course of such Holder’s 's business and (d) has no arrangements or 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 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, each Holder that is a broker-dealer electing to exchange Securities, 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 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. If, prior to the consummation of the Registered Exchange Offer, any Holder holds any Securities acquired by it that have, or that are reasonably likely to be determined to have, the status of an unsold allotment in an initial distribution, or any Holder is not entitled to participate in the Registered Exchange Offer, the Company shall, upon the request of any such Holder, simultaneously with the delivery of the Exchange Securities in the Registered Exchange Offer, issue and deliver to any such Holder, in exchange for the Securities held by such Holder (the "Private Exchange"), a like aggregate principal amount of debt securities of the Company (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 Private Exchange Securities will be issued under the same indenture as the Exchange Securities, and the Company shall use its reasonable best efforts to keep cause the Private Exchange Offer Registration Statement effective and Securities to amend and supplement bear 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 same CUSIP number 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, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below). In connection with the Registered Exchange Offer, the Company shall:

Registered Exchange Offer. The Company shall, at its own costshall prepare and, not later ------------------------- than 120 45 days after following the date of original issue of the Initial Securities (the “Issue Closing Date”), prepare and shall 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 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 Initial Securities, a like aggregate principal amount of debt securities (the “Exchange Securities”) of the Company issued under (the Indenture and "Exchange Securities") identical in all material respects to the Initial Securities (Securities, except for the transfer restrictions relating to the Initial Securities and the provisions relating to the matters described in Section 6 hereof) that would be registered under the Securities Act. The Initial Securities and the Exchange Securities are herein collectively called the “Securities.” The Company , shall use its reasonable best efforts to cause such the Exchange Offer Registration Statement to become effective under the Securities Act within 180 days, of 135 days after the Issue Closing Date and shall to keep the Exchange Offer Registration Statement effective for 2 not less than 30 days (or longer, if required by applicable law) after the date that on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “"Exchange Offer Registration Period”"). The Exchange Securities will be issued under the Indenture or an indenture (the "Exchange Securities Indenture") between the Company shall use its reasonable best efforts and the Trustee or such other bank or trust company reasonably satisfactory to consummate you, as trustee (the Registered "Exchange Offer no later than Securities Trustee"), such indenture to be identical in all material respects with the 225th day after Indenture except for the Issue Date transfer restrictions relating to the Securities (such 225th day, the “Consummation Deadline”as described above). If the Company effects the Registered Exchange Offer, the Company will be entitled to close the Registered Exchange Offer promptly following 30 days after the commencement thereof provided that the Company has accepted all the Initial Securities theretofore validly tendered in accordance with the terms of the 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 Transfer Restricted Securities electing to exchange the Initial Securities for Exchange Securities (assuming that such Holder is not an affiliate of the Company within the meaning of the Securities ActAct (an "Affiliate"), acquires the Exchange Securities in the ordinary course of such Holder’s 's business and has no 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 OfferSecurities) to trade such Exchange Securities from and after their receipt without any limitations or restrictions on transfer under the Securities Act and without material restrictions on transfer under the securities laws of the several states of the United States. The Company acknowledges and the Initial Purchaser acknowledge that the foregoing statement of the objective of the Registered Exchange Offer is based upon current interpretations of the staff of the Commission's Division of Corporation Finance, which interpretations are subject to change without notice, and further acknowledge that, pursuant to current interpretations by the Commission’s of such staff of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom, (i) each Holder that is a broker-dealer electing to exchange 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, 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. The Company shall use its reasonable best efforts Offer and (ii) if the Initial Purchaser elects to keep sell Exchange Securities acquired in exchange for Securities constituting any portion of an unsold allotment, it is required to deliver a prospectus, containing the Exchange Offer Registration Statement effective and to amend and supplement information required by Item 507 or Item 508 of Regulation S-K under the prospectus contained thereinSecurities Act, or both, as applicable, 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 connection 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, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below)a sale. In connection with the Registered Exchange Offer, the Company shall:

Registered Exchange Offer. The Company shall, at its own costIssuers shall (i) use their reasonable best efforts to prepare and, not later than 120 90 days after following the date of original issue issuance of the Initial Securities (the “"Issue Date”"), prepare 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 the Securities (as defined in Section 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 Initial Securities, a like aggregate principal amount of debt securities (the “Exchange Securities”) of the Company issued under the Indenture and that are identical in all material respects to the Initial Securities Notes and are unconditionally guaranteed by the Guarantors (the "Exchange Securities"), except for the transfer restrictions relating to the Initial Securities and the provisions relating to the matters described in Section 6 hereof) that would be registered under the Securities Act. The Initial Securities and the Exchange Securities are herein collectively called the “Securities.” The Company shall will not contain terms with respect to transfer restrictions, (ii) use its their reasonable best efforts to cause such the Exchange Offer Registration Statement to become effective under the Securities Act within no later than 180 days, of days after the Issue Date and shall the Registered Exchange Offer to be consummated no later than 225 days after the Issue Date and (iii) keep the Exchange Offer Registration Statement effective for not less than 30 20 business days (or longer, if required by applicable law) after the date that on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “"Exchange Offer Registration Period”"). The Company shall use its reasonable best efforts to consummate Exchange Securities will be issued under the Registered Indenture or an indenture (the "Exchange Offer no later than Securities Indenture") between the 225th day after the Issue Date (such 225th dayCompany, the “Consummation Deadline”Guarantors party thereto and the Trustee or such other bank or trust company that is reasonably satisfactory to the Initial Purchaser, as trustee (the "Exchange Securities Trustee"), such indenture to be identical in all material respects to the Indenture, except with respect to the transfer restrictions relating to the Securities (as described above). If the Company effects the Registered Exchange Offer, the Company will be entitled to close the Registered Exchange Offer promptly following 30 days after the commencement thereof provided that the Company has accepted all the Initial Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer. 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 Initial Securities for Exchange Securities (assuming that such Holder (a) is not an affiliate of the Company within the meaning of (as defined in Rule 405 under the Securities Act) of the Issuers or an Exchanging Dealer (as defined herein) not complying with the requirements of the next sentence, (b) is not the Initial Purchaser holding Securities that have, or that are reasonably likely to have, the status of an unsold allotment in an initial distribution, (c) acquires the Exchange Securities in the ordinary course of such Holder’s business 's business, and (d) has no arrangements or 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, the 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 that is a broker-dealer electing to exchange Securities, 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 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 the Initial Purchaser elects to sell Private Exchange Securities (as defined below) acquired in exchange for Securities constituting any portion of an unsold allotment, it is required to deliver a prospectus containing the information required by Items 507 and 508 of Regulation S-K under the Securities Act and the Exchange Act ("Regulation S-K"), as applicable, in connection with such sale. Upon consummation of the Registered Exchange Offer 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, prior to the consummation of the Registered Exchange Offer, any Holder holds any Securities acquired by it that have, or that are reasonably likely to be determined to have, the status of an unsold allotment in an initial distribution, or any Holder is not entitled to participate in the Registered Exchange Offer, the Issuers shall, upon the request of any such Holder, simultaneously with the delivery of the Exchange Securities in the Registered Exchange Offer, issue and deliver to any such Holder, in exchange for the Securities held by such Holder (the "Private Exchange"), a like aggregate principal amount of debt securities of the Company and the Guarantors that are identical in all material respects to the Exchange Securities (the "Private Exchange Securities"), except with respect to the transfer restrictions relating to such Private Exchange Securities. The Private Exchange Securities will be issued under the same indenture as the Exchange Securities, and the Company shall use its reasonable best efforts to keep cause the Private Exchange Offer Registration Statement effective and Securities to amend and supplement bear 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 same CUSIP number 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, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below). In connection with the Registered Exchange Offer, the Company Issuers shall:

Registered Exchange Offer. The Company shall, at its own costIssuers shall (i) use their reasonable best efforts to prepare and, not later than 120 90 days after following the date of original issue issuance of the Initial Securities (the “"Issue Date”"), prepare 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 the Securities (as defined in Section 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 Initial Securities, a like aggregate principal amount of debt securities (the “Exchange Securities”) of the Company issued under the Indenture and that are identical in all material respects to the Initial Securities Notes and are unconditionally guaranteed by the Guarantors (the "Exchange Securities"), except for the transfer restrictions relating to the Initial Securities and the provisions relating to the matters described in Section 6 hereof) that would be registered under the Securities Act. The Initial Securities and the Exchange Securities are herein collectively called the “Securities.” The Company shall will not contain terms with respect to transfer restrictions, (ii) use its their reasonable best efforts to cause such the Exchange Offer Registration Statement to become effective under the Securities Act within no later than 180 days, of days after the Issue Date and shall the Registered Exchange Offer to be consummated no later than 225 days after the Issue Date and (iii) keep the Exchange Offer Registration Statement effective for not less than 30 days (or longer, if required by applicable law) after the date that on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “"Exchange Offer Registration Period”"). The Company shall use its reasonable best efforts to consummate Exchange Securities will be issued under the Registered Indenture or an indenture (the "Exchange Offer no later than Securities Indenture") between the 225th day after the Issue Date (such 225th dayCompany, the “Consummation Deadline”Guarantors party thereto and the Trustee or such other bank or trust company that is reasonably satisfactory to the Initial Purchasers, as trustee (the "Exchange Securities Trustee"), such indenture to be identical in all material respects to the Indenture, except with respect to the transfer restrictions relating to the Securities (as described above). If the Company effects the Registered Exchange Offer, the Company will be entitled to close the Registered Exchange Offer promptly following 30 days after the commencement thereof provided that the Company has accepted all the Initial Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer. 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 Initial Securities for Exchange Securities (assuming that such Holder (a) is not an affiliate of the Company within the meaning of (as defined in Rule 405 under the Securities Act) of the Issuers or an Exchanging Dealer (as defined herein) not complying with the requirements of the next sentence, (b) is not an Initial Purchaser holding Securities that have, or that are reasonably likely to have, the status of an unsold allotment in an initial distribution, (c) acquires the Exchange Securities in the ordinary course of such Holder’s business 's business, and (d) has no arrangements or 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 that is a broker-dealer electing to exchange Securities, 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 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 any Initial Purchaser elects to sell Private Exchange Securities (as defined below) acquired in exchange for Securities constituting any portion of an unsold allotment, it is required to deliver a prospectus containing the information required by Items 507 and 508 of Regulation S-K under the Securities Act and the Exchange Act ("Regulation S-K"), as applicable, in connection with such sale. Upon consummation of the Registered Exchange Offer 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, prior to the consummation of the Registered Exchange Offer, any Holder holds any Securities acquired by it that have, or that are reasonably likely to be determined to have, the status of an unsold allotment in an initial distribution, or any Holder is not entitled to participate in the Registered Exchange Offer, the Issuers shall, upon the request of any such Holder, simultaneously with the delivery of the Exchange Securities in the Registered Exchange Offer, issue and deliver to any such Holder, in exchange for the Securities held by such Holder (the "Private Exchange"), a like aggregate principal amount of debt securities of the Company and the Guarantors that are identical in all material respects to the Exchange Securities (the "Private Exchange Securities"), except with respect to the transfer restrictions relating to such Private Exchange Securities. The Private Exchange Securities will be issued under the same indenture as the Exchange Securities, and the Company shall use its reasonable best efforts to keep cause the Private Exchange Offer Registration Statement effective and Securities to amend and supplement bear 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 same CUSIP number 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, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below). In connection with the Registered Exchange Offer, the Company Issuers shall:

Registered Exchange Offer. The Company shall, at its own costshall (i) prepare and, not later than 120 45 days after following the date of original issue issuance of the Initial Securities Notes (the “"Issue Date”"), prepare 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 the Notes (as defined in Section 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 Initial SecuritiesNotes, a like aggregate principal amount of debt securities (the “Exchange Securities”) of the Company issued under (the Indenture and "Exchange Notes") that are identical in all material respects to the Initial Securities (Notes, except for the transfer restrictions relating to the Initial Securities and the provisions relating to the matters described in Section 6 hereofNotes, (ii) that would be registered under the Securities Act. The Initial Securities and the Exchange Securities are herein collectively called the “Securities.” The Company shall use its reasonable best efforts to cause such the Exchange Offer Registration Statement to become effective under the Securities Act within 180 days, of no later than 165 days after the Issue Date and shall the Registered Exchange Offer to be consummated no later than 195 days after the Issue Date and (iii) keep the Exchange Offer Registration Statement effective for not less than 30 days (or longer, if required by applicable law) after the date that on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “"Exchange Offer Registration Period”"). The Exchange Notes will be issued under the Indenture or an indenture (the "Exchange Notes Indenture") between the Company shall use its reasonable best efforts and the Trustee or such other bank or trust company that is reasonably satisfactory to consummate the Registered Initial Purchasers, as trustee (the "Exchange Offer no later than Notes Trustee"), such indenture to be identical in all material respects to the 225th day after Indenture, except for the Issue Date transfer restrictions relating to the Notes (such 225th day, the “Consummation Deadline”as described above). If the Company effects the Registered Exchange Offer, the Company will be entitled to close the Registered Exchange Offer promptly following 30 days after the commencement thereof provided that the Company has accepted all the Initial Securities theretofore validly tendered in accordance with the terms of the 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 Transfer Restricted Securities electing to exchange the Initial Securities Notes for Exchange Securities Notes (assuming that such Holder (a) is not an affiliate of the Company within or an Exchanging Dealer (as defined herein) not complying with the meaning requirements of the Securities Actnext sentence, (b) acquires the Exchange Securities Notes in the ordinary course of such Holder’s 's business and (c) has no arrangements or understandings 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 Company, 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, each Holder that is a broker-dealer electing to exchange SecuritiesNotes, 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 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 Notes received by such Exchanging Dealer pursuant to the Registered Exchange Offer. If, prior to the consummation of the Registered Exchange Offer, any Holder holds any Notes acquired by it that have, or that are reasonably likely to be determined to have, the status of an unsold allotment in an initial distribution, or any Holder is not entitled to participate in the Registered Exchange Offer, the Company shall, upon the request of any such Holder, simultaneously with the delivery of the Exchange Notes in the Registered Exchange Offer, issue and deliver to any such Holder, in exchange for the Notes held by such Holder (the "Private Exchange"), a like aggregate principal amount of debt securities of the Company (the "Private Exchange Notes") that are identical in all material respects to the Exchange Notes, except for the transfer restrictions relating to such Private Exchange Notes. The Private Exchange Notes will be issued under the same indenture as the Exchange Notes, and the Company shall use its reasonable best efforts to keep cause the Private Exchange Notes to bear the same CUSIP number as 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, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below)Notes. In connection with the Registered Exchange Offer, the Company shall:

Registered Exchange Offer. The Company shall, at its own costIssuers shall (i) use their reasonable best efforts to prepare and, not later than 120 days after following the date of original issue issuance of the Initial Securities (the “Issue Date”), prepare 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 to the Holders of the Securities (the “Registered Exchange Offer”) to the Holders of Transfer Restricted Securities (as defined in Section 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 Initial Securities, a like aggregate principal amount of debt securities (the “Exchange Securities”) of the Company issued under the Indenture and that are identical in all material respects to the Initial Securities Notes and are unconditionally guaranteed by the Guarantors (the “Exchange Securities”), except for the transfer restrictions relating to the Initial Securities and the provisions relating to the matters described in Section 6 hereof) that would be registered under the Securities Act. The Initial Securities and the Exchange Securities are herein collectively called the “Securities.” The Company shall will not contain terms with respect to transfer restrictions, (ii) use its their reasonable best efforts to cause such the Exchange Offer Registration Statement to become effective under the Securities Act within 180 days, of no later than 210 days after the Issue Date and shall the Registered Exchange Offer to be consummated no later than 255 days after the Issue Date and (iii) keep the Exchange Offer Registration Statement effective for not less than 30 days (or longer, if required by applicable law) after the date that on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “Exchange Offer Registration Period”). The Company shall use its reasonable best efforts to consummate Exchange Securities will be issued under the Registered Indenture or an indenture (the “Exchange Offer no later than Securities Indenture”) between the 225th day after the Issue Date (such 225th dayCompany, the Guarantors party thereto and the Trustee or such other bank or trust company that is reasonably satisfactory to the Initial Purchasers, as trustee (the “Consummation DeadlineExchange Securities Trustee”), such indenture to be identical in all material respects to the Indenture, except with respect to the transfer restrictions relating to the Securities (as described above). If the Company effects the Registered Exchange Offer, the Company will be entitled to close the Registered Exchange Offer promptly following 30 days after the commencement thereof provided that the Company has accepted all the Initial Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer. 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 Initial Securities for Exchange Securities (assuming that such Holder (a) is not an affiliate of the Company within the meaning of (as defined in Rule 405 under the Securities Act) of the Issuers or an Exchanging Dealer (as defined herein) not complying with the requirements of the next sentence, (b) is not an Initial Purchaser holding Securities that have, or that are reasonably likely to have, the status of an unsold allotment in an initial distribution, (c) acquires the Exchange Securities in the ordinary course of such Holder’s business business, and (d) has no arrangements or 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 staff of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom, (i) each Holder that is a broker-dealer electing to exchange Securities, 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 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” sectionsections 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 any Initial Purchaser elects to sell Private Exchange Securities (as defined below) acquired in exchange for Securities constituting any portion of an unsold allotment, it is required to deliver a prospectus containing the information required by Items 507 and 508 of Regulation S-K under the Securities Act and the Exchange Act (“Regulation S-K”), as applicable, in connection with such sale. Upon consummation of the Registered Exchange Offer 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, prior to the consummation of the Registered Exchange Offer, any Holder holds any Securities acquired by it that have, or that are reasonably likely to be determined to have, the status of an unsold allotment in an initial distribution, or any Holder is not entitled to participate in the Registered Exchange Offer, the Issuers shall, upon the request of any such Holder, simultaneously with the delivery of the Exchange Securities in the Registered Exchange Offer, issue and deliver to any such Holder, in exchange for the Securities held by such Holder (the “Private Exchange”), a like aggregate principal amount of debt securities of the Company and the Guarantors that are identical in all material respects to the Exchange Securities (the “Private Exchange Securities”), except with respect to the transfer restrictions relating to such Private Exchange Securities. The Private Exchange Securities will be issued under the same indenture as the Exchange Securities, and the Company shall use its reasonable best efforts to keep cause the Private Exchange Offer Registration Statement effective and Securities to amend and supplement bear 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 same CUSIP number 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, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below). In connection with the Registered Exchange Offer, the Company Issuers shall: