Common use of Registration Under the Securities Act Clause in Contracts

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Issuer and the Guarantor agree to file under the Securities Act, as soon as practicable, but no later than 90 days after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the “Exchange Registration Statement”, and such offer, the “Exchange Offer”) any and all of the Securities for a like aggregate principal amount of debt securities issued by the Issuer and guaranteed by the Guarantor, which debt securities and guarantee are substantially identical to the Securities and the related Guarantee, respectively (and are entitled to the benefits of a trust indenture which is substantially identical to the Indenture or is the Indenture and which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest contemplated in Section 2(c) below (such new debt securities hereinafter called “Exchange Securities”). The Issuer and the Guarantor agree to use their best efforts to cause the Exchange Registration Statement to become effective under the Securities Act as soon as practicable, but no later than 180 days after the Closing Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Issuer and the Guarantor further agree to use their best efforts to commence and complete the Exchange Offer promptly, but no later than 45 days after such registration statement has become effective, hold the Exchange Offer open for at least 20 business days and exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been “completed” only if the debt securities and related guarantee received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuer having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Issuer having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 business days following the commencement of the Exchange Offer. The Issuer and the Guarantor agree (x) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (y) to keep such Exchange Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 5(a), (c), (d) and (e) hereof.

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Issuer Company and the Guarantor agree to use their commercially reasonable efforts to file under the Securities Act, as soon as practicable, but no later than 90 by the earlier of (1) 180 days after the Closing DateDate and (2) the date on which a September Notes Exchange Registration Statement is filed with the Commission, a registration statement relating to an offer to exchange (such registration statement, the “Exchange Registration Statement”, and such offer, the “Exchange Offer”) any and all of the Securities for a like aggregate principal amount of debt securities issued by the Issuer Company and (subject to the terms of the Indenture) guaranteed by the Guarantor, which debt securities and guarantee are substantially identical to the Securities and the related Guarantee, respectively (and are entitled to the benefits of a trust indenture which is substantially identical to the Indenture or is the Indenture and which has been qualified under the Trust Indenture ActIndenture), except that they have been registered pursuant to an effective registration statement under the Securities Act Act, and do not contain provisions for the additional interest Special Interest contemplated in Section 2(c) below (such new debt securities hereinafter called “Exchange Securities”). The Issuer Company and the Guarantor agree to use their best all commercially reasonable efforts to cause the Exchange Registration Statement to become effective under the Securities Act as soon as practicable, but no later than 180 by the earlier of (1) 365 days after the Closing DateDate and (2) the date on which the September Notes Exchange Registration Statement is declared effective by the Commission. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Issuer Unless the Exchange Offer would not be permitted by applicable law or Commission policy, the Company and the Guarantor further agree to use their best all commercially reasonable efforts to (i) commence and complete the Exchange Offer promptly, promptly (but no later than 45 days after 10 Business Days) following the Effective Time of such registration statement has become effectiveExchange Registration Statement, (ii) hold the Exchange Offer open for at least 20 business days Business Days in accordance with Regulation 14E promulgated by the Commission under the Exchange Act and (iii) exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to promptly following the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been “completed” only (i) if the debt securities and any related guarantee received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuer having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer America and (ii) upon the Issuer Company having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 business days and not more than 30 Business Days following the commencement of the Exchange Offer. The Issuer Company and the Guarantor agree (x) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (y) to keep such Exchange Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 5(aSubsections 6(a), (c), (d) and (e) hereof).

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Issuer and the Guarantor agree agrees to file under the Securities Act, as soon as practicable, but no later than 90 180 days after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the “Exchange Registration Statement”, ,” and such offer, the “Exchange Offer”) any and all of the Securities for a like aggregate principal amount of debt securities issued by the Issuer and guaranteed by the GuarantorGuarantors, which debt securities and guarantee are substantially identical to the Securities and the related Guarantee, respectively (and are entitled to the benefits of a trust indenture which is substantially identical to the Indenture or is the Indenture and which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest contemplated in Section 2(c) below (such new debt securities hereinafter called “Exchange Securities”). The Issuer and the Guarantor agree agrees to use their best all commercially reasonable efforts to cause the Exchange Registration Statement to become effective under the Securities Act as soon as practicable, but no later than 180 90 days after the Closing Datefiling of the Exchange Registration Statement (or 180 days if the Exchange Registration Statement is subject to review by the Commission). The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Issuer and the Guarantor further agree to use their best efforts to commence and complete Unless the Exchange Offer promptlywould not be permitted by applicable law or Commission policy, the Issuer further agrees to use all commercially reasonable efforts to (i) commence the Exchange Offer promptly (but no later than 45 days after 10 Business Days) following the Effective Time of such registration statement has become effectiveExchange Registration Statement, (ii) hold the Exchange Offer open for at least 20 business days Business Days in accordance with Regulation 14E promulgated by the Commission under the Exchange Act and (iii) exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to promptly following the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been “completed” only if the debt securities and related guarantee received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuer having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Issuer having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 business days Business Days following the commencement of the Exchange Offer. The Issuer and the Guarantor agree agrees (x) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (y) to keep such Exchange Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th 90th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 5(aSubsections 6(a), (c), (d) and (e) hereof).

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Issuer Company and the Guarantor agree Guarantors agree, on or prior to file under the Securities Act, as soon as practicable, but no later than 90 240 days after the Closing Date, to file under the Securities Act a registration statement on an appropriate form relating to an offer to exchange (such registration statement, the “Exchange Registration Statement”, and such offer, the “Exchange Offer”) any and all of the Securities Notes for a like aggregate principal amount of debt securities issued by the Issuer Company and guaranteed by the Guarantor, Guarantors which debt securities and guarantee guarantees are substantially identical to the Securities Notes and the related Guarantee, respectively Guarantees (and are entitled to the benefits of a trust indenture which is substantially identical to the Indenture or is the Indenture and which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest contemplated in Section 2(c) below (such new debt securities securities, together with such guarantees, hereinafter called “Exchange Securities”). The Issuer Exchange Securities will be issued as evidence of the same continuing indebtedness of the Company and will not constitute the creation of new indebtedness. The Company and the Guarantor Guarantors agree to use their best respective commercially reasonable efforts to cause the Exchange Registration Statement to become effective under the Securities Act as soon as practicable, but no later than 180 on or prior to 420 days after the Closing Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Issuer Company and the Guarantor Guarantors further agree to use their best commercially reasonable efforts to commence and complete the Exchange Offer promptly, but no later than on or prior to 45 business days after such registration statement has become effective, hold the Exchange Offer open for at least not less than 20 business days and exchange Exchange Securities for all Registrable Transfer Restricted Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been “completed” only if the debt securities and related guarantee Exchange Securities received by holders other than Restricted Holders in the Exchange Offer for Registrable Transfer Restricted Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of AmericaStates. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuer Company having exchanged the Exchange Securities for all outstanding Registrable Transfer Restricted Securities pursuant to the Exchange Offer and (ii) the Issuer Company having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Transfer Restricted Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least not less than 20 business days following the commencement of the Exchange Offer. The Issuer Company and the Guarantor Guarantors agree (x) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer that has acquired such Transfer Restricted Securities for its own account as a result of market-making activities or other trading activities and not directly from the Company or any Guarantor, and (y) to use commercially reasonable efforts to keep such Exchange Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Transfer Restricted Securities, other than Transfer Restricted Securities acquired from the Company. With respect to such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 5(a), (c), (d) and (e) hereof.

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Issuer Company and the Guarantor Guarantors agree to file under the Securities Act, as soon as practicable, but no later than 90 150 days after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the “Exchange Offer Registration Statement”, and such offer, the “Exchange Offer”) any and all of the Securities for a like aggregate principal amount of debt securities issued by the Issuer Company and guaranteed by the GuarantorGuarantors, which debt securities and guarantee guarantees are substantially identical to the Securities and the related GuaranteeGuarantees, respectively (and are entitled to the benefits of a trust indenture which is substantially identical to the Indenture or is the Indenture and which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain specified transfer restrictions and do not contain provisions for the additional interest Special Interest contemplated in Section 2(c2(d) below (such new debt securities hereinafter called “Exchange Securities”). The Issuer Company and the Guarantor Guarantors agree to use their best all commercially reasonable efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act as soon as practicable, but no later than 180 240 days after the Closing Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Issuer Company and the Guarantor Guarantors further agree to use their best all commercially reasonable efforts to commence and complete consummate the Exchange Offer promptly, but no later than 45 20 business days after such registration statement has become effective, hold the Exchange Offer open for at least 20 business days 30 days, or longer, if required by the federal securities laws, and exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been “completed” only if the debt securities and related guarantee Exchange Securities received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuer Company having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Issuer Company having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 business days following the commencement of the Exchange Offer. The Issuer and the Guarantor agree Company agrees (x) to include in the Exchange Offer Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (y) to keep such Exchange Offer Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Offer Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 5(a6(a), (c), (d) and (e) hereof.

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Issuer and the Guarantor agree Company agrees to file under the Securities Act, as soon as practicable, but no later than 90 days after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the “Exchange Registration Statement”, and such offer, the “Exchange Offer”) any and all of the Securities for a like aggregate principal amount of debt securities issued by the Issuer Company and guaranteed by the GuarantorGuarantors, which debt securities and guarantee guarantees are substantially identical to the Securities and the related GuaranteeGuarantees, respectively (and are entitled to the benefits of a trust indenture which is substantially identical to the Indenture or is the Indenture and which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest Special Interest contemplated in Section 2(c) below (such new debt securities hereinafter called “Exchange Securities”). The Issuer and the Guarantor agree Company agrees to use their best all commercially reasonable efforts to cause the Exchange Registration Statement to become effective under the Securities Act as soon as practicable, but no later than 180 days after the Closing Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Issuer and the Guarantor further agree to use their best efforts to commence and complete Unless the Exchange Offer promptlywould not be permitted by applicable law or Commission policy, the Company further agrees to use all commercially reasonable efforts to (i) commence the Exchange Offer promptly (but no later than 45 days after 10 Business Days) following the Effective Time of such registration statement has become effectiveExchange Registration Statement, (ii) hold the Exchange Offer open for at least 20 business days Business Days in accordance with Regulation 14E promulgated by the Commission under the Exchange Act and (iii) exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to promptly following the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been “completed” only (i) if the debt securities and related guarantee guarantees received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuer having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer America and (ii) upon the Issuer Company having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 business days and not more than 30 Business Days following the commencement of the Exchange Offer. The Issuer and the Guarantor agree Company agrees (x) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (y) to keep such Exchange Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th 90th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 5(aSubsections 6(a), (c), (d) and (e) hereof).

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Issuer and the Guarantor agree Company agrees to file under the Securities Act, as soon as practicable, but no later than 90 days after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the “Exchange Registration Statement”, and such offer, the “Exchange Offer”) any and all of the Securities for a like aggregate principal amount of debt securities issued by the Issuer Company and guaranteed by the GuarantorSubsidiary Guarantors, which debt securities and guarantee guarantees are substantially identical to the Securities and the related GuaranteeSubsidiary Guarantees, respectively (and are entitled to the benefits of a trust indenture which is substantially identical to the Indenture or is the Indenture and which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest contemplated in Section 2(c) below (such new debt securities hereinafter called “Exchange Securities”). The Issuer Company and the Guarantor Subsidiary Guarantors agree to use their reasonable best efforts to cause the Exchange Registration Statement to become effective under the Securities Act as soon as practicable, but no later than 180 days after the Closing Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Issuer Company and the Guarantor Subsidiary Guarantors further agree to use their reasonable best efforts to (i) commence and complete the Exchange Offer promptlyon or prior to 30 business days, but no later than 45 days or longer, if required by the federal securities laws, after such registration statement has become effective, (ii) hold the Exchange Offer open for at least 20 business 30 days and (iii) exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been “completed” only if the debt securities and related guarantee guarantees received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under further compliance with Section 5 of the Securities Act and (except for the requirement to deliver a prospectus included in the Exchange Act Registration Statement applicable to resales by broker-dealers of Exchange Securities received by such broker-dealer pursuant to an Exchange Offer in exchange for Registrable Securities other than those acquired by the broker-dealer directly from the Company) and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuer Company having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Issuer Company having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 business 30 days following the commencement of the Exchange Offer. The Issuer and the Guarantor agree Company agrees (x) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer (where such Exchange Security was received by a broker-dealer in an Exchange Offer in exchange for a Registrable Security that was acquired by such broker-dealer for its own account as a result of market-making or other trading activities, so long as such Registrable Security was not acquired directly from the Company or an affiliate of the Company) and (y) to keep such Exchange Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 5(a6(a), (c), (d) and (e) hereof.

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Issuer Company and the Guarantor Guarantors agree to file under the Securities Act, as soon as practicable, but Act no later than 90 180 days after the Closing Date, or if the 180th day is not a Business Day, the first Business Day thereafter, a registration statement relating to an offer to exchange (such registration statement, the “Exchange Registration Statement”, and such offer, the “Exchange Offer”) any and all of the Securities for a like aggregate principal amount of debt securities issued by the Issuer Company and guaranteed by the GuarantorGuarantors, which debt securities and guarantee guarantees are substantially identical to the Securities and the related GuaranteeGuarantees, respectively (and are entitled to the benefits of a trust indenture which is substantially identical to the Indenture or is the Indenture and which has been qualified under the Trust Indenture ActIndenture), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest Additional Interest contemplated in Section 2(c) below (such new debt securities hereinafter called “Exchange Securities”). The Issuer Company and the Guarantor Guarantors agree to use their best all commercially reasonable efforts to cause the Exchange Registration Statement to become effective under the Securities Act as soon as practicable, but no later than 180 270 days after the Closing DateDate or, if the 270th day is not a Business Day, the first Business Day thereafter. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Issuer and the Guarantor further agree to use their best efforts to commence and complete Unless the Exchange Offer promptlywould not be permitted by applicable law or Commission policy, the Company further agrees to use all commercially reasonable efforts to (i) commence the Exchange Offer promptly (but no later than 45 days after 10 Business Days) following the Effective Time of such registration statement has become effectiveExchange Registration Statement, (ii) hold the Exchange Offer open for at least 20 business days Business Days in accordance with Regulation 14E promulgated by the Commission under the Exchange Act and (iii) exchange Exchange Securities for all Registrable Securities that have been properly validly tendered and not properly withdrawn on or prior to promptly following the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been “completed” only if the debt securities and related guarantee received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuer having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Issuer Company having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly validly tendered and not properly withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 business days and not more than 30 Business Days following the commencement of the Exchange Offer. The Issuer Company and the Guarantor Guarantors agree (x) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (y) to keep such Exchange Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 5(aSubsections 6(a), (c), (d) and (e) hereof).

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Issuer Company and the Guarantor Guarantors agree to use commercially reasonable efforts to file under the Securities Act, as soon as practicable, but no later than 90 within 210 days after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the “Exchange Registration Statement”, and such offer, the “Exchange Offer”’) any and all of the Securities for a like aggregate principal amount of debt securities issued by the Issuer Company and guaranteed by the GuarantorGuarantors, which debt securities and guarantee guarantees are substantially identical to the Securities and the related GuaranteeGuarantees, respectively (and are entitled to the benefits of a trust indenture which is substantially identical to the Indenture or is the Indenture and which has been qualified under the Trust Indenture ActIndenture), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest Special Interest contemplated in Section 2(c) below (such new debt securities hereinafter called “Exchange Securities”’). The Issuer Company and the Guarantor Guarantors agree to use their best commercially reasonable efforts to cause the Exchange Registration Statement to become effective under the Securities Act as soon as practicable, but no later than 180 270 days after the Closing Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Issuer and the Guarantor further agree to use their best efforts to commence and complete Unless the Exchange Offer promptlywould not be permitted by applicable law or Commission policy, the Company further agrees to use commercially reasonable efforts to (i) commence the Exchange Offer promptly (but no later than 45 days after 10 Business Days) following the Effective Time of such registration statement has become effectiveExchange Registration Statement, (ii) hold the Exchange Offer open for at least 20 business days Business Days in accordance with Regulation 14E promulgated by the Commission under the Exchange Act and (iii) exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to promptly following the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been “completed” only (i) if the debt securities and related guarantee guarantees received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuer having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) upon the Issuer Company having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 business days and not more than 30 Business Days following the commencement of the Exchange Offer. The Issuer Company and the Guarantor agree Guarantors agree, that upon request, they will (x) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (y) to keep such Exchange Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 5(aSubsections 6(a), (c), (d) and (e) hereof).

Registration Under the Securities Act. (a) Except as set forth in Section 2(b2(b)(i) below, the Issuer and the Guarantor agree Company agrees to file under the Securities Act, as soon as practicable, but no later than 90 days after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the “Exchange Registration Statement”, and such offer, the “Exchange Offer”) any and all of the Securities for a like aggregate principal amount of debt securities issued by the Issuer Company and guaranteed by the GuarantorGuarantors, which debt securities and guarantee guarantees are substantially identical to the Securities and the related GuaranteeGuarantees, respectively (and are entitled to the benefits of a trust indenture which is substantially identical to the Indenture or is the Indenture and which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest Special Interest contemplated in Section 2(c) below (such new debt securities hereinafter called “Exchange Securities”). The Issuer and the Guarantor agree Company agrees to use their its reasonable best efforts to cause the Exchange Registration Statement to become effective under the Securities Act as soon as practicable, but no later than 180 210 days after the Closing Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Issuer and the Guarantor Company further agree agrees to use their its reasonable best efforts to commence and complete the Exchange Offer promptly, but no later than 45 30 days after such registration statement has become effective, hold the Exchange Offer open for at least 20 business days and exchange Exchange Securities for all Registrable Securities that have been properly validly tendered and not validly withdrawn on or prior to the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been “completed” only if the debt securities and related guarantee guarantees received by holders holders, other than Restricted Holders Holders, in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuer Company having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Issuer Company having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly validly tendered and not validly withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 business days following the commencement of the Exchange Offer. The Issuer and the Guarantor agree Company agrees (x) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (y) to keep such Exchange Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 5(a6(a), (c), (d) and (e) hereof.

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Issuer and the Guarantor agree 2.1 The Company agrees to file under the Securities Act, as soon as practicable, but no later than 90 days reasonably possible after the Closing Datefirst anniversary of the closing of the Offering or, with respect to the offer and sale of the Formation Shares, the Additional Initial Investment or any Management Fee Investments, at such earlier time as the Manager reasonably requests, a registration statement relating to an offer to exchange Shelf Registration Statement (such registration statement, the “Exchange "Initial Shelf Registration Statement”") providing for the registration, and such offerthe sale on a continuous or delayed basis (including through brokers and dealers) by the Manager, the “Exchange Offer”) any and all of the Securities for a like aggregate principal amount of debt securities issued Registrable Shares it owns on such filing date, pursuant to Rule 415 or any similar rule that may be adopted by the Issuer and guaranteed by the Guarantor, which debt securities and guarantee are substantially identical to the Securities and the related Guarantee, respectively (and are entitled to the benefits of a trust indenture which is substantially identical to the Indenture or is the Indenture and which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest contemplated in Section 2(c) below (such new debt securities hereinafter called “Exchange Securities”)Commission. The Issuer and the Guarantor agree Company agrees to use their its best efforts to cause the Exchange Initial Shelf Registration Statement to become or be declared effective under the Securities Act as soon as practicable, but no later than 180 days possible after the Closing Datefiling of the Initial Shelf Registration Statement and to keep the Initial Shelf Registration Statement continuously effective throughout the Effective Period subject to Section 4.2. The Exchange Offer will So long as the Manager holds Registrable Shares or can be reasonably foreseen to acquire Registrable Shares pursuant to future Management Fee Investments that have not been previously registered under pursuant hereto the Securities Act on Company agrees, upon request of the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Issuer and the Guarantor further agree Manager, to use their its best efforts to commence and complete the Exchange Offer promptlyfile one or more subsequent Shelf Registration Statements (each, but no later than 45 days after such registration statement has become effective, hold the Exchange Offer open for at least 20 business days and exchange Exchange Securities for all a "Subsequent Shelf Registration Statement") (which may include Registrable Securities that have been properly tendered and not withdrawn on or covered by a prior to Shelf Registration Statement) providing for the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been “completed” only if the debt securities and related guarantee received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities areregistration, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act sale on a continuous or delayed basis (including through brokers and without material restrictions under dealers) by the blue sky or securities laws Manager, of a substantial majority of the States of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuer having exchanged the Exchange Securities for all outstanding such Registrable Securities pursuant to the Exchange Offer and (ii) the Issuer having exchangedShares, pursuant to Rule 415 or any similar rule that may be adopted by the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 business days following the commencement of the Exchange Offer. The Issuer and the Guarantor agree (x) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (y) to keep such Exchange Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 5(a), (c), (d) and (e) hereof.Commission;

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Issuer and the Guarantor agree Company agrees to file under the Securities Act, as soon as practicable, but no later than 90 120 days after the Closing Date, Date a registration statement relating to an offer to exchange (such registration statement, the “Exchange Registration Statement”, and such offer, the “Exchange Offer”) any and all of the Securities for a like aggregate principal amount of debt securities issued by the Issuer and guaranteed by the GuarantorCompany, which debt securities and guarantee are substantially identical to the Securities and the related Guarantee, respectively (and are entitled to the benefits of a trust indenture which is substantially identical to the Indenture or is the Indenture and which that has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest contemplated in Section 2(c) below (such new debt securities hereinafter called “Exchange Securities”). The Issuer and the Guarantor agree Company agrees to use their best commercially reasonable efforts to cause the Exchange Registration Statement to become effective under the Securities Act as soon as practicable, but no later than 180 days after the Closing Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Issuer and the Guarantor Company further agree agrees to use their best commercially reasonable efforts to commence and complete the Exchange Offer promptly, but no later than 45 225 days after such registration statement has become effectivethe Closing Date, hold the Exchange Offer open for at least 20 business days and exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been “completed” only if the debt securities and related guarantee received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuer Company having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Issuer Company having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 business days following the commencement of the Exchange Offer. The Issuer and the Guarantor agree Company agrees (x) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (y) to keep such Exchange Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th 90th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 5(a6(a), (c), (d) and (e) hereof.

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Issuer and the Guarantor Guarantors agree to file under the Securities Act, as soon as practicable, but no later than 90 300 days after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the “Exchange Registration Statement”, and such offer, the “Exchange Offer”) any and all of the Securities for a like aggregate principal amount of debt securities issued by the Issuer and guaranteed by the GuarantorGuarantors, which debt securities and guarantee guarantees are substantially identical to the Securities and the related GuaranteeGuarantees, respectively (and are entitled to the benefits of a trust indenture which is substantially identical to the Indenture or is the Indenture and which has been qualified under the Trust Indenture ActIndenture), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest Special Interest contemplated in Section 2(c) below (such new debt securities hereinafter called “Exchange Securities”). The Issuer and the Guarantor Guarantors agree to use their best all commercially reasonable efforts to cause the Exchange Registration Statement to become effective under the Securities Act as soon as practicable, but no Actno later than 180 360 days after the Closing Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Unless the Exchange Offer would not be permitted by applicable law or Commission policy, the Issuer and the Guarantor further agree agrees to use their best all commercially reasonable efforts to (i) commence the Exchange Offer promptly (but no later than 10 Business Days) following the Effective Time of such Exchange Registration Statement and to complete the Exchange Offer promptly, but no later than 45 390 days after such registration statement has become effectivefollowing the Closing Date, (ii) hold the Exchange Offer open for at least 20 business days Business Days in accordance with Regulation 14E promulgated by the Commission under the Exchange Act and (iii) exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to promptly following the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been “completed” only (i) if the debt securities and related guarantee guarantees received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuer having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer America and (ii) upon the Issuer having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 business days and not more than 40 Business Days following the commencement of the Exchange Offer. The Issuer and the Guarantor Guarantors agree (x) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (y) to keep such Exchange Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 5(aSubsections 6(a), (c), (d) and (e) hereof).

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Issuer Company and the Guarantor Guarantors agree to file under the Securities Act, as soon as practicable, but no later than 90 210 days after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the “Exchange Registration Statement”, ,” and such offer, the “Exchange Offer”) any and all of the Securities for a like aggregate principal amount of debt securities issued by the Issuer Company and guaranteed by the GuarantorGuarantors, which debt securities and guarantee guarantees are substantially identical to the Securities and the related GuaranteeGuarantees, respectively (and are entitled to the benefits of a trust indenture which is substantially identical to the Indenture or is the Indenture and which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest contemplated in Section 2(c2(d) below (such new debt securities hereinafter called “Exchange Securities”). The Issuer Company and the Guarantor Guarantors agree to use their best all commercially reasonable efforts to cause the Exchange Registration Statement to become effective under the Securities Act as soon as practicable, but no later than 180 300 days after the Closing Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Issuer Company and the Guarantor Guarantors further agree to use their best all commercially reasonable efforts to commence and (A) complete the Exchange Offer promptly, but no later than 45 40 business days after such registration statement Exchange Registration Statement has become effective, hold the Exchange Offer open for at least 20 business days effective and (B) exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been “completed” only if the debt securities and the related guarantee guarantees received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuer Company having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Issuer Company having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 business days following the commencement of the Exchange Offer. The Issuer and the Guarantor agree Company agrees (x) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (y) to keep such Exchange Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 5(a6(a), (c), (d) and (e) hereof.

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Issuer Company and the Guarantor Guarantors agree to file under the Securities Act, as soon as practicableAct promptly, but no later than 90 days after the First Closing Date, a registration statement relating to an offer to exchange (such registration statement, the “Exchange Offer Registration Statement”, and such offer, the “Exchange Offer”) any and all of the Securities for a like aggregate principal amount of debt securities issued by the Issuer Company and guaranteed by the GuarantorGuarantors, which debt securities and guarantee guarantees are substantially identical to the Securities and the related GuaranteeNote Guarantees, respectively (and are entitled to the benefits of a trust indenture which is substantially identical to the Indenture or is the Indenture and which has been qualified under the Trust Indenture ActIndenture), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest Liquidated Damages contemplated in Section 2(c) below (such new debt securities hereinafter called “Exchange Securities”). The Issuer Company and the Guarantor Guarantors agree to use their reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act as soon as practicablepromptly, but no later than 180 days after the First Closing Date, and will keep the Exchange Offer Registration Statement effective until the consummation of the Exchange Offer. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Issuer Unless the Exchange Offer would not be permitted by applicable law or Commission policy, the Company and the Guarantor Guarantors further agree to use their all reasonable best efforts to (i) commence and complete the Exchange Offer promptly, but no later than 45 days after such registration statement the date on which the Exchange Offer Registration Statement has become effective, (ii) hold the Exchange Offer open for at least 20 business not less than 30 days and (iii) exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been “completed” only (i) if the debt securities and related guarantee guarantees received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuer having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer America and (ii) upon the Issuer Company having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 business not less than 30 days following the commencement of the Exchange Offer. The Issuer Company and the Guarantor Guarantors agree (x) to include in the Exchange Offer Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (y) to use their respective reasonable best efforts to keep such Exchange Offer Registration Statement effective for a period (of time as such Persons must comply with such requirements in order to resell the “Resale Period”) Exchange Securities beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-broker dealers no longer own any Registrable SecuritiesSecurities (the “Applicable Period”). With respect to such Exchange Offer Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 5(aSubsections 6(a), (c), (d) and (e) hereof).

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Issuer Company and the Guarantor agree to file under the Securities Act, as soon as practicable, but no later than 90 days after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the “Exchange Registration Statement”, and such offer, the “Exchange Offer”) any and all of the Securities for a like aggregate principal amount of debt securities issued by the Issuer Company and guaranteed by the Guarantor, which debt securities and guarantee are substantially identical to the Securities and the related Guarantee, respectively (and are entitled to the benefits of a trust indenture which is substantially identical to the Indenture or is the Indenture and which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest Special Interest contemplated in Section 2(c) below (such new debt securities hereinafter called “Exchange Securities”). The Issuer Each of the Company and the Guarantor agree agrees to use their its reasonable best efforts to cause the Exchange Registration Statement to become effective under the Securities Act as soon as practicable, but no later than 180 days after the Closing Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply in all material respects with all applicable tender offer rules and regulations under the Exchange Act. The Issuer Each of the Company and the Guarantor further agree agrees to use their its best efforts to commence and complete the Exchange Offer promptly, but no later than 45 days after such registration statement has become effective, hold the Exchange Offer open for at least 20 business 30 days and exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been “completed” only if the debt securities and related guarantee received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuer Company and the Guarantor having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Issuer Company and the Guarantor having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 business 30 days following the commencement of the Exchange Offer. The Issuer Company and the Guarantor agree (x) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (y) to keep such Exchange Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 5(a6(a), (c), (d) and (e) hereof.

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Issuer If Aon and the Guarantor agree to Trust file under the Securities Act, as soon as practicable, but no later than 90 days after the Closing Date, a registration statement relating pursuant to Section 2(a) of the Capital Securities Exchange and Registration Rights Agreement, then Aon and the Trust agree, jointly and severally, to include in such registration statement an offer to exchange (such registration statement, the “Exchange Registration Statement”, and such offer, the “"Exchange Offer”") any and all of the Securities Debentures for a like aggregate principal amount of debt securities issued by the Issuer and guaranteed by the Guarantor, a new series of junior subordinated deferrable interest debentures of Aon which debt securities and guarantee are substantially identical to the Securities and the related Guarantee, respectively Debentures (and which are entitled to the benefits of a trust indenture which is substantially identical to the Indenture or is the Indenture and which has been will be qualified under the Trust Indenture Act), ) except that they have been registered pursuant to an effective registration statement under the Securities Act and do such new debentures will not contain provisions for Special Interest or provisions restricting transfer in the additional interest contemplated in Section 2(c) below absence of registration under the Securities Act (such new debt securities debentures hereinafter called “"Exchange Debentures"). Such registration statement shall also relate to, and the consummation of the Exchange Offer shall be conditioned upon the consummation of, an offer to exchange the Securities for substantially identical capital securities of the Trust pursuant to the Capital Securities Exchange and Registration Rights Agreement (the "Exchange Securities”") and to an offer to exchange the Guarantee for a substantially identical guarantee of Aon pursuant to the Guarantee Exchange and Registration Rights Agreement (the "Exchange Guarantee"). The Issuer Aon and the Guarantor agree Trust agree, jointly and severally, to use their reasonable best efforts to cause the Exchange Registration Statement such registration statement to become effective under the Securities Act as soon as practicable, but no later than within 180 days after of the Closing Issue Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Issuer and the Guarantor further agree to use their best efforts to commence and complete the Exchange Offer promptly, but no later than 45 days after such registration statement has become effective, hold the Exchange Offer open for at least 20 business days and exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been “completed” only if the debt securities and related guarantee received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of Americaform. The Exchange Offer shall be deemed to have been completed upon the earlier to occur completion of (i) the Issuer having exchanged exchange of the Exchange Securities Debentures for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Issuer having exchanged, Debentures pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 business days following the commencement of the Exchange Offer. The Issuer and the Guarantor agree (x) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (y) to keep such Exchange Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 5(a), (c), (d) and (e) hereof.

Registration Under the Securities Act. (a) Except as set forth in Unless the Company and the Guarantors elect to file an Exchange Offer Registration Statement pursuant to Section 2(b) belowhereof, the Issuer Company and the Guarantor agree Guarantors shall use their reasonable best efforts to file under the Securities Actcause to be filed, as soon as practicable, but no later than 90 within 45 days after the Closing consummation of the Exchange (the “Filing Target Date”), a registration statement relating Shelf Registration Statement providing for the sale of all the Registrable Securities by the Holders thereof and to have such Shelf Registration Statement declared effective by the SEC as promptly as practicable thereafter and in any event by the 90th day following such filing date. If the Company and the Guarantors elect to file a Shelf Registration Statement under this Section 2(a) in lieu of an offer to exchange (such registration statementExchange Offer Registration Statement, the “Exchange Company and the Guarantors agree to use their reasonable best efforts to keep the Shelf Registration Statement”, Statement continuously effective and usable for the sale of Securities until no Securities covered by such offer, Shelf Registration Statement constitute Registrable Securities (the “Exchange Offer”) any and all of the Securities for a like aggregate principal amount of debt securities issued by the Issuer and guaranteed by the Guarantor, which debt securities and guarantee are substantially identical to the Securities and the related Guarantee, respectively (and are entitled to the benefits of a trust indenture which is substantially identical to the Indenture or is the Indenture and which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest contemplated in Section 2(c) below (such new debt securities hereinafter called “Exchange SecuritiesShelf Effectiveness Period”). The Issuer Company and the Guarantor Guarantors further agree to supplement or amend the Shelf Registration Statement and the related Prospectus if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder or if reasonably requested by a Holder of Registrable Securities listed in the Shelf Registration Statement and the related Prospectus with respect to information relating to such Holder, and to use their reasonable best efforts to cause the Exchange any such amendment to become effective, if required, and such Shelf Registration Statement and Prospectus to become effective under the Securities Act usable as soon as thereafter practicable, but no later than 180 days after the Closing Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Issuer Company and the Guarantor further Guarantors agree to use their best efforts furnish to commence and complete the Exchange Offer promptly, but no later than 45 days after such registration statement has become effective, hold the Exchange Offer open for at least 20 business days and exchange Exchange Securities for all Holders of Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been “completed” only if the debt securities and related guarantee received by holders other than Restricted Holders listed in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act Shelf Registration Statement and the Exchange Act and without material restrictions under related Prospectus copies of any such supplement or amendment promptly after its being used or filed with the blue sky or securities laws of a substantial majority of the States of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuer having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Issuer having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 business days following the commencement of the Exchange Offer. The Issuer and the Guarantor agree (x) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (y) to keep such Exchange Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 5(a), (c), (d) and (e) hereofSEC.

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Issuer Company and the Guarantor Guarantors agree to file with the Commission under the Securities Act, as soon as practicable, but no later than 90 Act on or prior to 120 days after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the “"Exchange Registration Statement”", and such offer, the “"Exchange Offer”") any and all of the Securities for a like aggregate principal amount of debt securities issued by the Issuer Company and guaranteed by each of the GuarantorGuarantors, which debt securities and guarantee guarantees are substantially identical to the Securities and the related GuaranteeGuarantees, respectively (and are entitled to the benefits of a trust indenture which is substantially identical to the Indenture or is the Indenture and which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest contemplated in Section 2(c2(d) below (such new debt securities hereinafter called “"Exchange Securities”"). The Issuer Company and the Guarantor agree to Guarantors will use their best efforts to cause have the Exchange Registration Statement declared effective by the Commission on or prior to become effective under the Securities Act as soon as practicable, but no later than 180 210 days after the Closing Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Issuer Unless the Exchange Offer would not be permitted by applicable law or Commission policy, the Company and the Guarantor further agree to Guarantors will commence the Exchange Offer and use their best efforts to commence and complete the Exchange Offer promptly, but no later than 45 days after such registration statement has become effective, hold the Exchange Offer open for at least 20 business days and exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn issue on or prior to 60 business days, or longer, if required by the expiration of federal securities laws, after the date on which the Exchange Registration Statement was declared effective by the Commission, Exchange Securities in exchange for all notes tendered prior thereto in the Exchange Offer. The Exchange Offer will be deemed to have been “"completed” " only if the debt securities and related guarantee guarantees received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuer Company having exchanged the Exchange Securities for all outstanding Outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Issuer Company having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 business 30 days following the commencement of the Exchange Offer. The Issuer and the Guarantor agree Company agrees (x) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (y) use its best efforts to keep such Exchange Registration Statement effective for a period (the “"Resale Period”") beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 5(a6(a), (c), (d) and (e) hereof.

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Issuer Company and the Guarantor Guarantors agree to file under the Securities Act, as soon as practicable, but no later than on or prior to 90 days after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the “Exchange Offer Registration Statement”, and such offer, the “Exchange Offer”) any and all of the Securities for a like aggregate principal amount of debt securities issued by the Issuer Company and guaranteed by the GuarantorGuarantors, which debt securities and guarantee guarantees are substantially identical to the Securities and the related GuaranteeGuarantees, respectively (and are entitled to the benefits of a trust indenture which is substantially identical to the Indenture or is the Indenture and which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest Liquidated Damages as contemplated in Section 2(c) below (such new debt securities hereinafter called “Exchange SecuritiesNotes”). The Issuer Company and the Guarantor Guarantors agree to use their best all commercially reasonable efforts to cause have the Exchange Offer Registration Statement declared effective by the Commission on or prior to become effective under the Securities Act as soon as practicable, but no later than 180 days after the Closing Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Issuer Unless the Exchange Offer would not be permitted by applicable law or Commission policy, the Company and the Guarantor Guarantors further agree to use their best all commercially reasonable efforts to commence and complete the Exchange Offer promptlyon or prior to 45 business days, but no later than 45 days or longer, if required by the federal securities laws, after such registration statement has become effective, hold date on which the Exchange Offer open for at least 20 business days and Registration Statement was declared effective by the Commission, exchange Exchange Securities Notes for all Registrable Transfer Restricted Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been “completed” only if the debt securities and related guarantee guarantees received by holders other than Restricted Holders in the Exchange Offer for Registrable Transfer Restricted Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuer Company having exchanged the Exchange Securities Notes for all outstanding Registrable Transfer Restricted Securities pursuant to the Exchange Offer and (ii) the Issuer Company having exchanged, pursuant to the Exchange Offer, Exchange Securities Notes for all Registrable Transfer Restricted Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 business days following the commencement of the Exchange Offer. The Issuer and the Guarantor agree Company agrees (x) to include in the Exchange Offer Registration Statement a prospectus for use in any resales by any holder of Exchange Securities Notes that is a broker-dealer and (y) to keep such Exchange Offer Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Securities Notes are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Transfer Restricted Securities. With respect to such Exchange Offer Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 5(a6(a), (c), (d) and (e) hereof.

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Issuer Company and the Guarantor Guarantors agree to use their best efforts to file under the Securities Act, Act as soon as practicable, but no later than 90 days practicable after the Closing Date, a registration statement but in no event later than 75 days after such date, an Exchange Offer Registration Statement relating to an offer by the Company and the Guarantors to exchange (such registration statement, the “Exchange Registration Statement”, and such offer, the “Exchange Offer”"EXCHANGE OFFER") (i) any and all of the Securities Notes for a like aggregate principal amount of debt securities notes issued by the Issuer Company, which notes are identical in all material respects to the Notes (the "EXCHANGE NOTES"), except that the Exchange Notes have been registered pursuant to an effective registration statement under the Securities Act on the appropriate form, do not contain restrictions on transfers (except as they may be held by Restricted Holders) and guaranteed provide for the additional amounts contemplated in Section 2(d) below for any periods before such exchange and (ii) any and all of the Guarantees for like guarantees by the GuarantorGuarantors, which debt securities and guarantee guarantees are substantially identical to the Securities Guarantees (the "EXCHANGE GUARANTEES," and together with the related GuaranteeExchange Notes, respectively (and are entitled to the benefits of a trust indenture which is substantially identical to the Indenture or is the Indenture and which has been qualified under the Trust Indenture Act), "EXCHANGE SECURITIES") except that they have been registered pursuant to an effective registration statement under the Securities Act on the appropriate form and do not contain provisions for the additional interest contemplated in Section 2(c) below (such new debt securities hereinafter called “Exchange Securities”)restrictions on transfers. The Issuer Company and the Guarantor Guarantors agree to use their best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act as soon as practicable, prac ticable after the filing of the Exchange Offer Registration Statement but in no event later than 180 150 days after the Closing Date. The Exchange Offer will shall be registered under the Securities Act on the appropriate form and will shall comply with all applicable tender offer and other rules and regulations under the Exchange Act. The Issuer Company and the Guarantor Guarantors further agree to use their best efforts to commence and complete consummate the Exchange Offer promptly, but no later than 45 days promptly after such registration statement the Exchange Offer Registration Statement has become effective, hold the Exchange Offer open for at least not less than 20 business days Business Days (or longer, if required by applicable law) after the date notice of the Exchange Offer has been mailed to Holders and exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange OfferOffer and to consummate such Exchange Offer within 180 days after the Closing Date. The Exchange Offer will be deemed to have been “completed” , as the case may be, only if the debt securities and related guarantee Exchange Securities received by holders Holders other than Restricted Holders in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder Holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) Company and the Issuer having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Issuer Guarantors having exchanged, pursuant to the Exchange Offer, the Exchange Securities for all Registrable Securities that have been outstanding Securities, pursuant to the Exchange Offer, properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least not less than 20 business days Business Days (or longer, if required by applicable law) following the commencement of the Exchange Offer. The Issuer Company and the Guarantor agree (x) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (y) to keep such Exchange Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Securities are first issued in Guarantors shall commence the Exchange Offer by mailing the related Prospectus and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect accompanying documents to each Holder stating, in addition to such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 5(a), (c), (d) and (e) hereof.other disclosures as are required by applicable law:

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Issuer Company and the Guarantor Guarantors agree to file under the Securities Act, as soon as practicable, but Act no later than 90 days after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the “"Exchange Registration Statement”", and such offer, the “"Exchange Offer”") any and all of the Securities for a like aggregate principal amount of debt securities issued by the Issuer Company and guaranteed by the GuarantorGuarantors, which debt securities and guarantee guarantees are substantially identical to the Securities and the related GuaranteeGuarantees, respectively (and are entitled to the benefits of a trust indenture which is substantially identical to the Indenture or is the Indenture and which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest contemplated in Section 2(c) below (such new debt securities hereinafter called “"Exchange Securities”"). The Issuer Company and the Guarantor Guarantors agree to use their best all commercially reasonable efforts to cause the Exchange Registration Statement to become effective under the Securities Act as soon as practicable, but no later than 180 days after the Closing Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Issuer Company and the Guarantor Guarantors further agree to use their best all commercially reasonable efforts to commence and complete the Exchange Offer promptlyissue, but no later than on or prior to 45 days after such registration statement has become effective, hold the Exchange Offer open for at least 20 business days and exchange Registration Statement was declared effective by the Commission, or longer if required by the Exchange Act, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been “"completed” " only if the debt securities and related guarantee guarantees received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuer Company having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Issuer Company having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 business 30 days following the commencement of the Exchange Offer. The Issuer and the Guarantor agree Company agrees (x) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (y) to keep such Exchange Registration Statement effective for a period (the “"Resale Period”") beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 5(a6(a), (c), (d) and (e) hereof.

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Issuer and the Guarantor agree Company agrees to file under the Securities Act, as soon as practicable, but no later than 90 60 days after the Closing DateClosing, a registration statement relating to an offer to exchange (such registration statement, the “"Exchange Registration Statement”, ," and such offer, the “"Exchange Offer”") any and all of the Securities Initial Notes for a like aggregate principal amount at maturity of debt securities issued by the Issuer and guaranteed by the GuarantorCompany, which debt securities and guarantee are substantially identical to the Securities and the related Guarantee, respectively Initial Notes (and are entitled to the benefits of a trust indenture which is substantially identical to the Indenture or is the Indenture and Indenture, which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest contemplated in Section 2(c) below (such new debt securities hereinafter called “"Exchange Securities”Notes"). The Issuer and the Guarantor agree Company agrees to use their its best efforts to cause the Exchange Registration Statement to become effective under the Securities Act as soon as practicable, but no later than 180 150 days after the Closing DateClosing. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Issuer and the Guarantor Company further agree agrees to use their its best efforts to commence and complete the Exchange Offer promptly, but no later than 45 days after such registration statement has become effective, hold the Exchange Offer open for at least 20 business 30 days and exchange issue Exchange Securities Notes for all Registrable Securities Notes that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been “"completed” " only if the debt securities and related guarantee received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities Notes are, upon receipt, transferable by each such holder without restriction under need for further compliance with Section 5 of the Securities Act and the Exchange Act (except for the requirement to deliver a prospectus included in the Exchange Registration Statement applicable to resales by any broker-dealer of Exchange Securities received by such broker-dealer pursuant to an Exchange Offer in exchange for Registrable Notes other than those acquired by the broker-dealer directly from the Company), and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuer having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Issuer having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 business days following the commencement of the Exchange Offer. The Issuer and the Guarantor agree (x) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (y) to keep such Exchange Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 5(a), (c), (d) and (e) hereof.been

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Issuer Company and the Guarantor Subsidiary Guarantors agree to use their best efforts to file under the Securities Act, as soon as practicable, but no later than 90 45 days after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the “Exchange Registration Statement”, and such offer, the “"Exchange Offer”") any and all of the Securities for a like aggregate principal amount of debt securities issued by of the Issuer and Company guaranteed by the Guarantor, Subsidiary Guarantors which debt securities and guarantee are substantially identical to the Securities and the related Guarantee, respectively guarantees thereof of the Subsidiary Guarantors (and which are entitled to the benefits of a trust indenture which is substantially identical to the Indenture or is the Indenture and which has been qualified under the Trust Indenture Act), ) except that they have been registered pursuant to an effective registration statement under the Securities Act and do will not contain provisions for the additional interest contemplated in by Section 2(c) below hereof or provisions restricting transfer (such new debt securities hereinafter called “"Exchange Securities”"). The Issuer Company and the Guarantor Subsidiary Guarantors agree to use their best efforts to cause the Exchange Registration Statement such registration statement to become effective under the Securities Act as soon as practicable, but no later than 180 120 days after the Closing Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Issuer Company and the Guarantor Subsidiary Guarantors further agree to use their best efforts to commence and complete the Exchange Offer promptly, but no later than 45 days promptly after such registration statement has become effective, hold the Exchange Offer open for at least 20 business 30 days and exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been “completed” completed only if the debt securities and related guarantee Exchange Securities received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America, it being understood that broker-dealers receiving Exchange Securities will be subject to certain prospectus delivery requirements with respect to resale of the Exchange Securities. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuer Company and the Subsidiary Guarantors having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Issuer Company and the Subsidiary Guarantors having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 business 30 days following the commencement of the Exchange Offer. The Issuer Company and the Guarantor Subsidiary Guarantors agree (xi) to include in the Exchange Registration Statement registration statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (yii) to keep such Exchange Registration Statement registration statement effective for a period (the “Resale Period”) beginning when Exchange Securities are first issued in the Exchange Offer and ending upon on the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Registration Statement, registration statement such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 5(a), (c), (d) and (e) Section 6 hereof.

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Issuer and the Guarantor agree agrees to use its best efforts to file or cause to be filed under the Securities Act, as soon as practicable, but no later than 90 days after the Closing Dateon or before September 30, 2013, a registration statement relating to an offer to exchange (such registration statement, the “Exchange Offer Registration Statement”, and such offer, the “Exchange Offer”) any and all of the Securities for a like aggregate principal amount of debt securities issued by the Issuer and guaranteed by the GuarantorGuarantors, which debt securities and guarantee guaranties are substantially identical to the Securities and the related GuaranteeGuaranties, respectively respectively, (and are entitled to the benefits of a trust indenture which is substantially identical to the Indenture or is the Indenture and which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act Act, and do not contain provisions for the additional interest contemplated in Section 2(c) below (such new debt securities hereinafter called “Exchange Securities”). The Issuer and the Guarantor agree agrees to use their its best efforts to cause the Exchange Offer Registration Statement to become effective by the Commission under the Securities Act as soon as practicable, but no later than 180 days after the Closing DateMarch 1, 2014. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Issuer and the Guarantor further agree agrees to use their its best efforts to commence and complete the Exchange Offer promptly, but no later than 45 days after such registration statement has become effectiveApril 5, 2014, hold the Exchange Offer open for at least 20 business 30 days and exchange issue and deliver Exchange Securities in exchange for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Each holder of Registrable Securities who wishes to exchange such Registrable Securities for Exchange Securities in, and in accordance with the terms of, the Exchange Offer will be deemed required to have been “completed” only if make certain customary representations in connection therewith, including representations that such holder is not a Restricted Holder. Upon the debt securities and related guarantee received by holders effectiveness of the Exchange Offer Registration Statement, the Issuer shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer that each holder (other than a Restricted Holders Holder) electing to participate in the Exchange Offer for Registrable will receive Exchange Securities that are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States states of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuer having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Issuer having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 business 30 days following the commencement of the Exchange Offer. The Issuer and the Guarantor agree agrees (x) to include in the Exchange Offer Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (y) to keep such Exchange Offer Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Offer Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 5(a6(a), (c), (d) and (e) hereof.

Registration Under the Securities Act. (a) Except as set forth To the extent not prohibited by any applicable law or applicable interpretations of the Staff of the SEC and except in the circumstances contemplated by Section 2(b2(b)(i) belowhereof, the Issuer Company and the Guarantor agree shall use their reasonable best efforts to file under (i) cause to be filed with the Securities Act, SEC one or more Exchange Offer Registration Statements covering an offer to the Holders to exchange all Registrable Notes for Exchange Notes as soon as practicable, but no later than 90 days after practicable following the Closing Date, a registration statement relating to an offer to exchange (ii) cause such registration statement, the “Exchange Registration Statement”, and such offer, the “Exchange Offer”) any and all of the Securities for a like aggregate principal amount of debt securities issued by the Issuer and guaranteed by the Guarantor, which debt securities and guarantee are substantially identical to the Securities and the related Guarantee, respectively (and are entitled to the benefits of a trust indenture which is substantially identical to the Indenture or is the Indenture and which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest contemplated in Section 2(c) below (such new debt securities hereinafter called “Exchange Securities”). The Issuer and the Guarantor agree to use their best efforts to cause the Exchange Offer Registration Statement or Statements to become effective under the Securities Act as soon as practicable, but no later than 180 practicable following filing with the SEC and (iii) have such Exchange Offer Registration Statement or Statements remain effective until the earlier of (A) 120 days after the Closing Dateclosing of the Exchange Offer relating to the series of Registrable Notes covered by such Exchange Offer Registration Statement and (B) such time as all Participating Broker-Dealers no longer own any Registrable Notes of such series. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Issuer Company and the Guarantor further agree to shall use their reasonable best efforts to commence and complete the each Exchange Offer promptly, but no promptly after the related Exchange Offer Registration Statement is declared effective by the SEC and to complete such Exchange Offer not later than 45 60 days after such registration statement has become effectiveeffective date. For purposes of this Agreement, hold the Exchange Offer open for at least 20 business days and exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been “completed” only if the debt securities and related guarantee received by holders other than Restricted Holders in the an Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws a series of a substantial majority of the States of the United States of America. The Exchange Offer Notes shall be deemed to have been completed upon the earlier to occur of (i) the Issuer Company and the Guarantor having exchanged the Exchange Securities Notes for all outstanding Registrable Securities Notes of such series (other than those held by Holders that are ineligible to participate in such Exchange Offer) pursuant to the such Exchange Offer and (ii) the Issuer Company and the Guarantor having exchanged, pursuant to the such Exchange Offer, Exchange Securities Notes for all Registrable Securities Notes of such series that have been properly tendered and not withdrawn before the expiration of the such Exchange Offer; provided, which shall be on a date however, that is at least 20 business days following the commencement of the Exchange Offer. The Issuer Company and the Guarantor agree (x) may, in their discretion, accept tenders of Registrable Notes of such series for Exchange Notes subsequent to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer date the Company and (y) to keep the Guarantor consummate such Exchange Registration Statement effective for a period (Offer with respect to Registrable Notes of such series tendered as of the “Resale Period”) beginning when Exchange Securities are first issued in date of initial consummation, and the Exchange Offer and ending upon the earlier shall be deemed to have been consummated for such series of Notes notwithstanding any such extension of the expiration tender period. The Company and the Guarantor shall commence each Exchange Offer by mailing the related Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder of Registrable Notes of the 180th day after the series covered by such Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect stating, in addition to such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 5(a), (c), (d) and (e) hereof.other disclosures as are required by applicable law:

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Issuer Company and the Guarantor agree to file under the Securities Act, as soon as practicable, but no later than 90 60 days after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the “"Exchange Registration Statement”", and such offer, the “"Exchange Offer”") any and all of the Securities for a like aggregate principal amount of debt securities issued by the Issuer Company and guaranteed by the Guarantor, which debt securities and guarantee are substantially identical to the Securities and the related Guarantee, respectively (and are entitled to the benefits of a trust indenture which is substantially identical to the Indenture or is the Indenture and which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest contemplated in Section 2(c) below (such new debt securities hereinafter called “"Exchange Securities”"). The Issuer Company and the Guarantor agree to use their respective best efforts to cause the Exchange Registration Statement to become effective under the Securities Act as soon as practicable, but no later than 180 days after the Closing Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Issuer Company and the Guarantor further agree to use their respective best efforts to commence and complete the Exchange Offer promptly, but no later than 45 days after such registration statement has become effective, hold the Exchange Offer open for at least 20 business 30 days and exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been “"completed” " only if the debt securities and related guarantee received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuer Company and the Guarantor having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Issuer Company and the Guarantor having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 business 30 days following the commencement of the Exchange Offer. The Issuer Company and the Guarantor agree (x) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (y) to keep such Exchange Registration Statement effective for a period (the “"Resale Period”") beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 5(a6(a), (c), (d) and (e) hereof.

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Issuer Company and the Guarantor Guarantors agree to file under the Securities Act, as soon as practicable, but no later than 90 days after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the “Exchange Registration Statement”, and such offer, the “Exchange Offer”) any and all of the Securities for a like aggregate principal amount of debt securities issued by the Issuer Company and guaranteed by the GuarantorGuarantors, which debt securities and guarantee are substantially identical to the Securities and the related Guarantee, respectively (and are entitled to the benefits of a trust indenture which is substantially identical to the Indenture or is the Indenture and which has been qualified under the Trust Indenture ActIndenture), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain specified transfer restrictions and provisions for the additional interest Special Interest contemplated in Section 2(c2(d) below (such new debt securities hereinafter called “Exchange Securities”). The Issuer Company and the Guarantor Guarantors agree to use their reasonable best efforts to cause the Exchange Registration Statement to become effective under the Securities Act as soon as practicable, but no later than 180 365 days after the Closing Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Issuer and the Guarantor further agree to use their best efforts to commence and complete Unless the Exchange Offer promptlywould not be permitted by applicable law or Commission policy, the Company further agrees to use all commercially reasonable efforts to (i) commence the Exchange Offer promptly (but no later than 45 days after 10 Business Days) following the Effective Time of such registration statement has become effectiveExchange Registration Statement, (ii) hold the Exchange Offer open for at least 20 business days Business Days in accordance with Regulation 14E promulgated by the Commission under the Exchange Act and (iii) exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Ex- change Offer. The Exchange Offer will be deemed to have been “completed” only (i) if the debt securities and related guarantee Exchange Securities received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuer having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer America and (ii) upon the Issuer Company having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 business not more than 45 days following the commencement of date the Exchange OfferRegistration Statement is declared effective. The Issuer Company and the Guarantor Guarantors agree (x) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (y) to keep such Exchange Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 5(aSubsections 6(a), (c), (d) and (e) hereof).

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Issuer and the Guarantor agree Company agrees to file under the Securities Act, as soon as practicable, but no later than 90 180 days after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the “"Exchange Registration Statement”", and such offer, the “"Exchange Offer”") any and all of the Registrable Securities for a like Accreted Value and aggregate principal amount at maturity of debt securities issued by the Issuer and guaranteed by the GuarantorCompany, which debt securities will have terms identical in all respects and guarantee are substantially identical to will evidence the same indebtedness of the Company as the Securities and the related Guarantee, respectively (and are entitled to the benefits of a trust indenture which is substantially identical to the Indenture or is the Indenture and which has been qualified under the Trust Indenture Act) (other than such changes to the Indenture or any such trust indenture as are necessary to comply with any requirements of the Commission to effect or maintain the qualification thereof under the Trust Indenture Act or which eliminate the transfer restrictions on the Securities or provisions for the payment of additional interest contemplated in Section 2(c) below), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain a restrictive legend or provisions for the additional interest contemplated in Section 2(c) below (such new debt securities hereinafter called “"Exchange Securities”"). The Issuer and the Guarantor agree Company agrees to use their best its commercially reasonable efforts to cause the Exchange Registration Statement to become effective under the Securities Act as soon as practicable, but no later than 180 240 days after the Closing Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Issuer and the Guarantor Company further agree agrees to use their best efforts to commence and (A) complete the Exchange Offer promptly, but no later than 45 30 days after such registration statement Exchange Registration Statement has become effective, or such later date as is required by the Securities Act, (B) hold the Exchange Offer open for at least 20 business days Business Days (as defined in the Indenture) and (C) exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been “"completed” " only if the debt securities and related guarantee received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America. The Subject to the preceding sentence, the Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuer Company having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Issuer Company having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer. Each holder who participates in the Exchange Offer will be required to represent (i) that any Exchange Securities received by it will be acquired in the ordinary course of its business, which shall be on a date (ii) that is at least 20 business days following the commencement time of the consummation of the Exchange Offer, such holder will have no arrangement or understanding with any Person to participate in the distribution of the Exchange Securities, (iii) that such holder is not an affiliate of the Company within the meaning of the Securities Act, and (iv) any additional representations that in the written opinion of counsel to the Company are necessary under then-existing rules or regulations (or interpretations thereof) of the Commission in order for the Exchange Registration Statement to be declared effective. The Issuer and the Guarantor agree Company agrees (x) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (y) to use its commercially reasonable efforts to keep such Exchange Registration Statement effective for a period (the “"Resale Period”") beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers are no longer own any Registrable required to comply with the prospectus delivery requirements in connection with offers and sales of the Exchange Securities. With respect to such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 5(a6(a), (c), (d) and (e) hereof.

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Issuer and the Guarantor agree Company agrees to use commercially reasonable efforts to file under the Securities Act, as soon as practicable, but no later than 90 days after the Closing Date, Act a registration statement relating to an offer to exchange (such registration statement, the “Exchange Registration Statement”, and such offer, the “Exchange Offer”) any and all of the Securities for a like aggregate principal amount of debt securities issued by the Issuer Company and guaranteed by the GuarantorGuarantors, which debt securities and guarantee guarantees are substantially identical to the Securities and the related GuaranteeGuarantees, respectively (and are entitled to the benefits of a trust indenture which is substantially identical to the Indenture or is the Indenture and which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest contemplated in Section 2(c) below (such new debt securities hereinafter called “Exchange Securities”). The Issuer and the Guarantor agree Company agrees to use their best commercially reasonable efforts to cause the Exchange Registration Statement to become effective under the Securities Act as soon as practicable, but no later than 180 days after the Closing DateAct. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Issuer and the Guarantor Company further agree agrees to use their best commercially reasonable efforts to commence and complete the Exchange Offer promptly, but no later than 45 60 days after such registration statement has become effectiveits commencement, hold the Exchange Offer open for at least 20 business days and exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been “completed” only if the debt securities and related guarantee guarantees received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuer Company having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Issuer Company having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 business days following the commencement of the Exchange Offer. The Issuer and the Guarantor agree Company agrees (x) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (y) to keep such Exchange Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 5(a6(a), (c), (d) and (e) hereof.

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) belowTo the extent not prohibited by any applicable law or applicable interpretations of the Staff, the Issuer Company and the Guarantor agree Guarantors shall use commercially reasonable efforts to file under the Securities Act, as soon as practicable, but no later than 90 days after the Closing Date, a registration statement relating (x) cause to be filed an Exchange Offer Registration Statement covering an offer to the Holders to exchange (such registration statement, all the “Exchange Registration Statement”, and such offer, the “Exchange Offer”) any and all of the Registrable Securities for a like aggregate principal amount of debt securities issued by the Issuer and guaranteed by the Guarantor, which debt securities and guarantee are substantially identical to the Exchange Securities and the related Guarantee, respectively (and are entitled to the benefits of a trust indenture which is substantially identical to the Indenture or is the Indenture and which has been qualified under the Trust Indenture Act), except that they y) have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest contemplated in Section 2(c) below (such new debt securities hereinafter called “Exchange Securities”). The Issuer and the Guarantor agree to use their best efforts to cause the Exchange Registration Statement to become and remain effective under the Securities Act as soon as practicable, but no later than until 180 days after the Closing Datelast Exchange Date for use by one or more Participating Broker-Dealers. The Unless not permitted by applicable law or SEC policy, the Company and the Guarantors shall commence the Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under promptly after the Exchange Act. The Issuer Offer Registration Statement is declared effective by the SEC and the Guarantor further agree to use their best commercially reasonable efforts to commence and complete the Exchange Offer promptly, but no not later than 45 60 days after such registration statement effective date. The Company plans to issue the Exchange Securities as “Additional Securities” (as such term is defined in the Existing Indenture) under the Existing Indenture. In connection with the Exchange Offer, the Company intends to seek, but will not be required to seek, an exit consent (the “exit consent”) from the Holders to eliminate substantially all of the restrictive covenants, certain events of default and certain other provisions contained in the Indenture. If the exit consent is sought, the Holders will be required to give such a consent in order to exchange Registrable Securities for Exchange Securities in the Exchange Offer. If for any reason (regulatory or otherwise) the Company decides that it is not practical or that it is inadvisable to issue the Exchange Securities under the Existing Indenture, then the Exchange Securities will be issued under the Indenture. After the Exchange Offer Registration Statement has become effective, hold the Company and the Guarantors shall commence the Exchange Offer open for at least 20 business days by mailing the related Prospectus, appropriate letters of transmittal and exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior other accompanying documents to the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been “completed” only if the debt securities and related guarantee received by holders other than Restricted Holders each Holder stating, in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuer having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Issuer having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 business days following the commencement of the Exchange Offer. The Issuer and the Guarantor agree (x) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (y) to keep such Exchange Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect addition to such Exchange Registration Statementother disclosures as are required by applicable law, such holders shall have substantially the benefit of the rights of indemnification and contribution set forth in Sections 5(a), (c), (d) and (e) hereof.following:

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Issuer and the Guarantor agree Company agrees to file under the Securities Act, as soon as practicable, but no later than Act within 90 days after following the Closing DateTime of Delivery, a registration statement relating to an offer to exchange (such registration statement, the “"Exchange Registration Statement”, ," and such offer, the “"Exchange Offer”") any and all of the Securities for a like aggregate principal amount of debt securities issued by the Issuer and guaranteed by the GuarantorCompany, which debt securities and guarantee are substantially identical to the Securities and the related Guarantee, respectively (and are entitled to the benefits of a trust indenture which is substantially identical to the Indenture or is the Indenture and which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest contemplated in Section 2(c) below (such new debt securities hereinafter called “"Exchange Securities”"). The Issuer and the Guarantor agree Company agrees to use their best all reasonable efforts to cause the Exchange Registration Statement to become effective under the Securities Act as soon as practicable, but no later than 180 days after the Closing DateTime of Delivery. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Issuer and the Guarantor Company further agree agrees to use their best all reasonable efforts to commence and complete the Exchange Offer promptly, but no later than 45 days after such registration statement has become effective, hold the Exchange Offer open for at least 20 business 30 days and exchange issue Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been “"completed” " only if the debt securities and related guarantee received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under need for further compliance with Section 5 of the Securities Act and (except for the requirement to deliver a prospectus included in the Exchange Act and Registration Statement applicable to resales by broker-dealers of Exchange Securities received by such broker-dealer pursuant to an Exchange Offer in exchange for Registrable Securities other than those acquired by the broker-dealer directly from the Company), and, subject to the proviso to Section 3(c)(vi) below, without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuer Company having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Issuer Company having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 business 30 days following the commencement of the Exchange Offer. The Issuer and the Guarantor agree (x) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (y) to keep such Exchange Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 5(a), (c), (d) and (e) hereof.commencement

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Issuer and the Guarantor agree Company agrees to file under the Securities Act, as soon as practicable, but no later than 90 days after the Closing Dateclosing date of the Acquisition, a registration statement relating to an offer to exchange (such registration statement, the “"Exchange Registration Statement”, ," and such offer, the “"Exchange Offer”") any and all of the Securities for a like aggregate principal amount of debt securities issued by the Issuer and guaranteed by the GuarantorCompany, which debt securities and guarantee are will be substantially identical to the Securities and the related Guarantee, respectively (and are will be entitled to the benefits of a trust indenture which is substantially identical to the Indenture or is the Indenture and which has been qualified under the Trust Indenture Act), except that they will have been registered pursuant to an effective registration statement under the Securities Act and do will not contain provisions for the additional interest Liquidated Damages contemplated in Section 2(c) below (such new debt securities hereinafter called “"Exchange Securities”"). The Issuer and the Guarantor agree Company agrees to use their best all commercially reasonable efforts to cause the Exchange Registration Statement to become effective under the Securities Act as soon as practicable, but no later than 180 days after the Closing Dateclosing date of the Acquisition. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Issuer and the Guarantor Company further agree agrees to use their best all commercially reasonable efforts to commence and complete the Exchange Offer promptly, but no later than 45 days 30 Business Days (or such longer period if required by the federal securities laws) after such registration statement has become effective, hold the Exchange Offer open for at least 20 business days Business Days and exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been “completed” only if the debt securities and related guarantee received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuer Company having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Issuer Company having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 business days Business Days following the commencement of the Exchange Offer. The Issuer and the Guarantor agree Company agrees (x) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (y) to keep such Exchange Registration Statement effective for a period (the “"Resale Period”") beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th 120th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 5(a6(a), (c), (d) and (e) hereof.

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below and except for any extension available to the Company pursuant to Section 2(c) below, the Issuer Company and the Guarantor Guarantors agree to use all commercially reasonable efforts to file under the Securities Act, as soon as practicable, but no later than on or prior to 90 days after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the “"Exchange Offer Registration Statement”", and such offer, the “"Exchange Offer”") any and all of the Securities for a like aggregate principal amount of debt securities issued by the Issuer Company and guaranteed by the GuarantorGuarantors, which debt securities and guarantee guarantees are substantially identical to the Securities and the related GuaranteeGuarantees, respectively (and are entitled to the benefits of a trust indenture which is substantially identical to the Indenture or is the Indenture and which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest Liquidated Damages as contemplated in Section 2(c) below (such new debt securities hereinafter called “"Exchange Securities”Notes"). The Issuer Except for any extension available to the Company pursuant to Section 2(c) below, the Company and the Guarantor Guarantors agree to use their best all commercially reasonable efforts to cause have the Exchange Offer Registration Statement declared effective by the Commission on or prior to become effective under the Securities Act as soon as practicable, but no later than 180 days after the Closing Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Issuer Unless the Exchange Offer would not be permitted by applicable law or Commission policy, the Company and the Guarantor Guarantors further agree to use their best all commercially reasonable efforts to commence and complete the Exchange Offer promptlyon or prior to 45 business days, but no later than 45 days or longer, if required by the federal securities laws, after such registration statement has become effective, hold date on which the Exchange Offer open for at least 20 business days and Registration Statement was declared effective by the Commission, exchange Exchange Securities Notes for all Registrable Transfer Restricted Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been “"completed” " only if the debt securities and related guarantee guarantees received by holders other than Restricted Holders in the Exchange Offer for Registrable Transfer Restricted Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuer Company having exchanged the Exchange Securities Notes for all outstanding Registrable Transfer Restricted Securities pursuant to the Exchange Offer and (ii) the Issuer Company having exchanged, pursuant to the Exchange Offer, Exchange Securities Notes for all Registrable Transfer Restricted Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 business days following the commencement of the Exchange Offer. The Issuer and the Guarantor agree Company agrees (x) to include in the Exchange Offer Registration Statement a prospectus for use in any resales by any holder of Exchange Securities Notes that is a broker-dealer and (y) to keep such Exchange Offer Registration Statement effective for a period (the “"Resale Period”") beginning when Exchange Securities Notes are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Transfer Restricted Securities. With respect to such Exchange Offer Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 5(a6(a), (c), (d) and (e) hereof.

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Issuer Company and the Guarantor Guarantors agree to file under the Securities Act, as soon as practicable, but no later than 90 180 days after the Closing Date, or if the 180th day is not a Business Day, the first Business Day thereafter, a registration statement relating to an offer to exchange (such registration statement, the “Exchange Registration Statement”, and such offer, the “Exchange Offer”) any and all of the Securities for a like aggregate principal amount of debt securities issued by the Issuer Company and guaranteed by the GuarantorGuarantors, which debt securities and guarantee are substantially identical to the Securities and the related Guarantee, respectively (and are entitled to the benefits of a trust indenture which is substantially identical to the Indenture or is the Indenture and which has been qualified under the Trust Indenture ActIndenture), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest Special Interest contemplated in Section 2(c) below (such new debt securities hereinafter called “Exchange Securities”). The Issuer Company and the Guarantor Guarantors agree to use their best all commercially reasonable efforts to cause the Exchange Registration Statement to become effective under the Securities Act Act, as soon as practicable, but no later than 180 270 days after the Closing Date, or if the 270th day is not a Business Day, the first Business Day thereafter. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Issuer and Unless the Guarantor Exchange Offer would not be permitted by applicable law or Commission policy, the Company further agree agrees to use their best all commercially reasonable efforts to (i) commence and complete the Exchange Offer promptly, but no later than 45 days after Business Days, following the Effective Time of such registration statement has become effectiveExchange Registration Statement, (ii) hold the Exchange Offer open for at least 20 business days 30 Business Days in accordance with Regulation 14E promulgated by the Commission under the Exchange Act and (iii) exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to promptly following the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been “completed” only if the debt securities and related guarantee received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act (except for the requirement to deliver a prospectus included in the Exchange Registration Statement applicable to resales by any broker-dealer pursuant to an Exchange Offer in exchange for Registrable Securities other than those acquired by the broker-dealer directly from the Company) and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuer having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer America and (ii) upon the Issuer Company having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 business days 30 Business Days following the commencement of the Exchange Offer. The Issuer Company and the Guarantor Guarantors agree (x) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (y) to keep such Exchange Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 5(aSubsections 6(a), (c), (d) and (e) hereof).

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Issuer Company and the Guarantor Guarantors agree to file under the Securities Act, as soon as practicable, but no later than on or prior to 90 days after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the “"Exchange Offer Registration Statement”", and such offer, the “"Exchange Offer”") any and all of the Securities for a like aggregate principal amount of debt securities issued by the Issuer Company and guaranteed by the GuarantorGuarantors, which debt securities and guarantee guarantees are substantially identical to the Securities and the related GuaranteeGuarantees, respectively (and are entitled to the benefits of a trust indenture which is substantially identical to the Indenture or is the Indenture and which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest Liquidated Damages as contemplated in Section 2(c) below (such new debt securities hereinafter called “"Exchange Securities”Notes"). The Issuer Company and the Guarantor Guarantors agree to use their best all commercially reasonable efforts to cause have the Exchange Offer Registration Statement declared effective by the Commission on or prior to become effective under the Securities Act as soon as practicable, but no later than 180 days after the Closing Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Issuer Unless the Exchange Offer would not be permitted by applicable law or Commission policy, the Company and the Guarantor Guarantors further agree to use their best all commercially reasonable efforts to commence and complete the Exchange Offer promptlyon or prior to 45 business days, but no later than 45 days or longer, if required by the federal securities laws, after such registration statement has become effective, hold date on which the Exchange Offer open for at least 20 business days and Registration Statement was declared effective by the Commission, exchange Exchange Securities Notes for all Registrable Transfer Restricted Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been “"completed” " only if the debt securities and related guarantee guarantees received by holders other than Restricted Holders in the Exchange Offer for Registrable Transfer Restricted Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuer Company having exchanged the Exchange Securities Notes for all outstanding Registrable Transfer Restricted Securities pursuant to the Exchange Offer and (ii) the Issuer Company having exchanged, pursuant to the Exchange Offer, Exchange Securities Notes for all Registrable Transfer Restricted Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 business days following the commencement of the Exchange Offer. The Issuer and the Guarantor agree Company agrees (x) to include in the Exchange Offer Registration Statement a prospectus for use in any resales by any holder of Exchange Securities Notes that is a broker-dealer and (y) to keep such Exchange Offer Registration Statement effective for a period (the “"Resale Period”") beginning when Exchange Securities Notes are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Transfer Restricted Securities. With respect to such Exchange Offer Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 5(a6(a), (c), (d) and (e) hereof.

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Issuer and the Guarantor Issuers agree to file under the Securities Act, as soon as practicable, but no later than Act on or prior to 90 days after the Closing Date, a registration statement on Form F-4/F-9 (which shall include a Canadian Prospectus in the form of a base shelf prospectus contemplated by National Instrument 44-102 - Shelf Distributions (“National Instrument 44-102”) or a short form prospectus or other appropriate form, prepared and filed with the OSC) or other appropriate form of registration statement relating to an offer to exchange (such registration statement, the “Exchange Registration Statement”, and such offer, the “Exchange Offer”) any and all of the Securities for a like aggregate principal amount of debt securities issued by the Issuer BPDAF, and guaranteed by the GuarantorCompany, which debt securities and guarantee are substantially identical to the Securities Notes and the related Guarantee, respectively Guarantee (and are entitled to the benefits of a trust indenture which is substantially identical to the Indenture or is the Indenture and which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest contemplated in Section 2(c) below (such new debt securities securities, together with the guarantee, hereinafter called “Exchange Securities”). The Issuer Exchange Securities will be issued as evidence of the same continuing indebtedness of the Issuers and will not constitute the Guarantor creation of new indebtedness. The Issuers agree to use their best respective commercially reasonable efforts to cause the Exchange Registration Statement to become effective under the Securities Act as soon as practicable, but no later than 180 on or prior to 270 days after the Closing Date. The Notwithstanding the foregoing, if the Issuers are not then eligible to file the Exchange Offer will be registered Registration Statement or the filing of an Exchange Registration Statement is prohibited by any applicable law or applicable interpretation of the staff of the Commission or the OSC, the Issuers shall then, to the extent not prohibited by applicable law or applicable interpretation of the staff of the Commission or the OSC, prepare and file an Exchange Registration Statement on Form F-4 or another appropriate form permitting registration of the Transfer Restricted Securities under the Securities Act on and in accordance with the appropriate form methods of distribution elected by the holders and will comply with all applicable tender offer rules and regulations under set forth in the Exchange ActRegistration Statement. The Issuer and the Guarantor Issuers further agree to use their best efforts to commence and complete the Exchange Offer promptly, but no later than 45 on or prior to 60 business days after such registration statement has become effective, hold the Exchange Offer open for at least not less than 20 business days and exchange Exchange Securities for all Registrable Transfer Restricted Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been “completed” only if the debt securities and related guarantee Exchange Securities received by holders other than Restricted Holders in the Exchange Offer for Registrable Transfer Restricted Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of AmericaStates. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuer Issuers having exchanged the Exchange Securities for all outstanding Registrable Transfer Restricted Securities pursuant to the Exchange Offer and (ii) the Issuer Issuers having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Transfer Restricted Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least not less than 20 business days following the commencement of the Exchange Offer. The Issuer and the Guarantor Issuers agree (x) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer that has acquired such Transfer Restricted Securities for its own account as a result of market-making activities or other trading activities and not directly from the Company, and (y) to keep such Exchange Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Transfer Restricted Securities, other than Transfer Restricted Securities acquired from the Company. With respect to such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 5(a6(a), (c), (d) and (e) hereof.

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Issuer Issuers and the Guarantor Guarantors agree to file under the Securities Act, as soon as practicable, but no later than 90 days after on or prior to the Closing DateFiling Deadline, a registration statement relating to an offer to exchange (such registration statement, the “Exchange Registration Statement”, and such offer, the “Exchange Offer”) any and all of the Securities for a like aggregate principal amount of debt securities issued by the Issuer Issuers and guaranteed by the GuarantorGuarantors, which debt securities and guarantee guarantees are substantially identical to the Securities and the related GuaranteeGuarantees, respectively (and are entitled to the benefits of a trust indenture which is substantially identical to the Indenture or is the Indenture and which has been qualified under the Trust Indenture ActIndenture), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest Special Interest contemplated in Section 2(c) below (such new debt securities hereinafter called “Exchange Securities”). The Issuer Issuers and the Guarantor Guarantors agree to use their best all commercially reasonable efforts to cause the Exchange Registration Statement to become effective under the Securities Act as soon as practicable, but no later than 180 on or prior to 90 days after the Closing DateFiling Deadline. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Issuer and Unless the Guarantor Exchange Offer would not be permitted by applicable law or Commission policy, the Issuers further agree to use their best all commercially reasonable efforts to (i) commence and complete the Exchange Offer promptly, promptly (but no later than 45 days after 10 Business Days) following the Effective Time of such registration statement has become effectiveExchange Registration Statement, (ii) hold the Exchange Offer open for at least 20 business days Business Days in accordance with Regulation 14E promulgated by the Commission under the Exchange Act and (iii) exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to promptly following the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been “completed” only if the debt securities and related guarantee received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuer having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Issuer Issuers having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 business days and not more than 30 Business Days following the commencement of the Exchange Offer. The Issuer Issuers and the Guarantor Guarantors agree (x) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (y) to keep such Exchange Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Registration Statement, such holders shall have the benefit of the rights and obligations of indemnification and contribution set forth in Sections 5(a), (c), (d) and (e) hereofSection 6.

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Issuer and the Guarantor agree Company agrees to file under the Securities Act, as soon as practicable, but no later than 90 60 days after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the “"Exchange Registration Statement”", and such offer, the “"Exchange Offer”") any and all of the Securities for a like aggregate principal amount of debt securities issued by the Issuer Company and guaranteed by the GuarantorGuarantors, which debt securities and guarantee guarantees are substantially identical to the Securities and the related GuaranteeGuarantees, respectively (and are entitled to the benefits of a trust indenture which is substantially identical to the Indenture or is the Indenture and which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest Liquidated Damages contemplated in Section 2(c) below (such new debt securities hereinafter called “"Exchange Securities”"). The Issuer and the Guarantor agree Company agrees to use their its reasonable best efforts to cause the Exchange Registration Statement to become effective under the Securities Act as soon as practicable, but no later than 180 days after the Closing Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Issuer and the Guarantor Company further agree agrees to use their its reasonable best efforts to commence the Exchange Offer and to complete the Exchange Offer promptly, but no later than 45 days after such registration statement has become effective, and hold the Exchange Offer open for at least 20 business days 30 days. As soon as practicable after the close of the Exchange Offer, the Company shall (i) accept for exchange all Securities tendered and exchange not validly withdrawn pursuant to the Exchange Offer; (ii) deliver to the Trustee for cancellation all Securities so accepted for exchange; and (iii) cause the Trustee to promptly authenticate and deliver to each holder, Exchange Securities equal in principal amount to the Securities of such holder so accepted for all exchange. The Exchange Offer will be deemed to have been "completed" upon the delivery by the Company to the Trustee of Exchange Securities equal in principal amount to the aggregate principal amount of Registrable Securities that have been properly were tendered and not withdrawn in the Exchange Offer, which shall be on or prior to the expiration a date that is at least 30 days following commencement of the Exchange Offer. The Exchange Offer will be deemed to have been “"completed” " only if the debt securities and related guarantee Exchange Securities received (through DTC book entry form or otherwise) by holders other than Restricted Holders in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States states of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuer having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Issuer having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 business days following the commencement of the Exchange Offer. The Issuer and the Guarantor agree Company agrees (x) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (y) to keep such Exchange Registration Statement effective for a period (the “"Resale Period”") beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed (subject to extension pursuant to Section 3(c)(iv) below) or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 5(a6(a), (c), (d) and (e) hereof.

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Issuer Company and the Guarantor Guarantors agree to file under the Securities Act, as soon as practicable, but no later than 90 days after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the “Exchange Registration Statement”, and such offer, the “Exchange Offer”) any and all of the Registrable Securities for a like aggregate principal amount of debt securities issued by the Issuer Company and guaranteed by the GuarantorGuarantors, which debt securities and guarantee guarantees are substantially identical to the Securities and the related GuaranteeGuarantees, respectively (and are entitled to the benefits of a trust indenture which is substantially identical to the Indenture or is the Indenture and which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest contemplated in Section 2(c) below (such new debt securities hereinafter called “Exchange Securities”). The Issuer Company and the Guarantor Guarantors agree to use their best all commercially reasonable efforts to cause the Exchange Registration Statement to become effective under the Securities Act as soon as practicable, but no later than 180 210 days after the Closing Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Issuer Company and the Guarantor Guarantors further agree to use their best all commercially reasonable efforts to commence and complete the Exchange Offer promptly, but no later than 45 30 business days after such registration statement has become effective, hold the Exchange Offer open for at least 20 30 business days following the date that notice of the Exchange Offer is mailed to holders and exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been “completed” only if the debt securities and related guarantee received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuer Company having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Issuer Company having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 30 business days following the commencement date that notice of the Exchange OfferOffer is mailed to holders. The Issuer and the Guarantor agree Company agrees (x) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (y) to use commercially reasonable efforts to keep such Exchange Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th 90th day after the Exchange Offer (subject to possible extension pursuant to the last sentence of Section 3(e)) has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 5(a6(a), (c), (d) and (e) hereof.

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Issuer Company and the Guarantor Guarantors agree to file under the Securities Act, as soon as practicable, but no later than 90 150 days after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the “Exchange Registration Statement”"EXCHANGE REGISTRATION STATEMENT", and such offer, the “Exchange Offer”"EXCHANGE OFFER") any and all of the Securities for a like aggregate principal amount of debt securities issued by the Issuer Company and guaranteed by the Guarantor, Guarantors which debt securities and guarantee guarantees are substantially identical to the Securities and the related GuaranteeGuarantees, respectively (and are entitled to the benefits of a trust indenture which is substantially identical to the Indenture or is the Indenture and which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest contemplated in Section 2(c) below (such new debt securities hereinafter herein- after called “Exchange Securities”"EXCHANGE SECURITIES"). The Issuer and the Guarantor agree Company agrees to use their its reasonable best efforts to cause the Exchange Registration Statement to become effective under the Securities Act as soon as practicable, but no later than 180 210 days after the Closing Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Issuer and the Guarantor Company further agree agrees to use their its reasonable best efforts to commence and complete the Exchange Offer promptly, but no later than 45 30 days after such registration statement has become effective, hold the Exchange Offer open for at least 20 business 30 days and exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been “"completed” " only if the debt securities and related guarantee guarantees received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuer Company having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Issuer Company having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 business 30 days following the commencement of the Exchange Offer. The Issuer and the Guarantor agree Company agrees (x) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (y) to keep such Exchange Registration Statement effective for a period (the “Resale Period”"RESALE PERIOD") beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities; PROVIDED, HOWEVER, that in either case, the Company receives written notice from a broker-dealer that such broker-dealer holds Registrable Securities that were acquired for the account of such broker-dealer as a result of market making or similar activities. With respect to such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 5(a6(a), (c), (d) and (e) hereof.

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Issuer and the Guarantor agree Company agrees to file under the Securities Act, as soon as practicable, but no later than 90 days after the Closing DateMay 1, 2005, a registration statement relating to an offer to exchange (such registration statement, the “"Exchange Registration Statement”", and such offer, the “"Exchange Offer”") any and all of the Securities for a like aggregate principal amount of debt securities issued by the Issuer and guaranteed by the GuarantorCompany, which debt securities and guarantee are substantially identical to the Securities and the related Guarantee, respectively (and are entitled to the benefits of a trust indenture which is substantially identical to the Indenture or is the Indenture and which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest contemplated in Section 2(c2(d) below (such new debt securities hereinafter called “"Exchange Securities”"). The Issuer and the Guarantor agree Company agrees to use their best all commercially reasonable efforts to cause the Exchange Registration Statement to become effective under the Securities Act as soon as practicable, but no later than 180 days after the Closing DateJuly 1, 2005. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Issuer and the Guarantor Company further agree agrees to use their best all commercially reasonable efforts to commence and complete the Exchange Offer promptly, but no later than 45 days after such registration statement has become effective, hold the Exchange Offer open for at least 20 business 30 days and exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been “"completed” " only if the debt securities and related guarantee received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuer Company having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Issuer Company having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 business 30 days following the commencement of the Exchange Offer. The Issuer and the Guarantor agree Company agrees (x) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (y) to keep such Exchange Registration Statement effective (other than during any Blackout Period) for a period (the “"Resale Period”") beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th 90th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 5(aSections6(a), (c), (d) and (e) hereof.

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Issuer The Company and the Guarantor agree Guarantors shall jointly and severally: (i) use their reasonable best efforts to file under the Securities Actprepare and, as soon as practicable, but no not later than 90 45 days after following the Closing Issue Date, file with the Commission the Principal Registration Statement with respect to a registration statement relating to an proposed offer to the Holders to issue and deliver to such Holders, in exchange (such registration statementfor the Registrable Securities, the “Exchange Registration Statement”, and such offer, the “Exchange Offer”) any and all of the Securities for a like aggregate principal amount of debt securities issued by the Issuer and guaranteed by the Guarantor, which debt securities and guarantee are substantially identical to the Securities and the related Guarantee, respectively (and are entitled to the benefits of a trust indenture which is substantially identical to the Indenture or is the Indenture and which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest contemplated in Section 2(c) below (such new debt securities hereinafter called “Exchange Securities”). The Issuer ; and the Guarantor agree to (ii) use their reasonable best efforts to cause the Exchange Principal Registration Statement to become effective under the Securities Act as soon as practicable, but no later than 120 days after the Issue Date and the Registration Exchange Offer to be consummated no later than 180 days after the Closing Issue Date. The Exchange Offer Securities will be registered issued under the Indentures or an indenture between the Company, the Guarantors party thereto and the Trustee or such other bank or trust company that is reasonably satisfactory to the Company and the Majority Holders ("Exchange Securities Indenture"), such Exchange Securities Indenture to be identical in all material respects to the Indentures, except with respect to the transfer restrictions relating to the Securities (as described above in the definition of "Exchange Securities"). Upon the effectiveness of the Principal Registration Statement, the Company and the Guarantors shall as soon as practicable commence the Registration Exchange Offer, it being the objective of such Registration Exchange Offer to enable each Holder electing to exchange Registrable Securities for Exchange Securities to exchange such Registrable Securities and to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Issuer and the Guarantor further agree to use their best efforts to commence and complete the Exchange Offer promptly, but no later than 45 days after such registration statement has become effective, hold the Exchange Offer open for at least 20 business days and exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been “completed” only if the debt securities and related guarantee received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States several states of the United States of AmericaStates. The Exchange Offer Company and the Guarantors shall be deemed to have been completed promptly, upon the earlier request of any Holder that does not participate in the Registration Exchange Offer, issue and deliver to occur any such Holder, in exchange for the Securities held by such Holder, a like aggregate principal amount of (i) Private Exchange Securities. The Private Exchange Securities will be issued under the Issuer having exchanged same indenture as the Exchange Securities, and the Company shall use its reasonable best efforts to cause the Private Exchange Securities to bear the same CUSIP number as the Exchange Securities. The Indenture or the Exchange Securities for all outstanding Registrable Securities pursuant to Indenture, as the case may be, shall provide that the Securities, the Exchange Offer Securities and (ii) the Issuer having exchangedPrivate Exchange Securities shall vote and consent together on all matters as one class and that none of the Securities, pursuant to the Exchange Offer, Securities or the Private Exchange Securities for all Registrable will have the right to vote or consent as a separate class on any matter. Interest on each Exchange Security and Private Exchange Security will accrue from the last interest payment date on which interest was paid on the Securities that have surrendered in exchange therefor or, if no interest has been properly tendered and not withdrawn before paid on the expiration of Securities, from the Exchange Offer, which shall be on a date that is at least 20 business days following the commencement of the Exchange OfferIssue Date. The Issuer Company and the Guarantor agree (x) to include in Guarantors shall commence the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (y) to keep such Exchange Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Securities are first issued in the Exchange Offer by mailing the related Prospectus, appropriate letters of transmittal and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect other accompanying documents to each Holder stating, in addition to such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 5(a), (c), (d) and (e) hereof.other disclosures as are required by applicable law:

Registration Under the Securities Act. (a) Except as set forth in Section 2(b2(b)(i) below, the Issuer and the Guarantor agree Company agrees to file under the Securities Act, as soon as practicable, but no later than 90 days after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the “Exchange Registration Statement”, and such offer, the “Exchange Offer”) any and all of the Securities for a like aggregate principal amount of debt securities issued by the Issuer Company and guaranteed by the GuarantorGuarantors, which debt securities and guarantee guarantees are substantially identical to the Securities and the related GuaranteeGuarantees, respectively (and are entitled to the benefits of a trust indenture which is substantially identical to the Indenture or is the Indenture and which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest Special Interest contemplated in Section 2(c) below (such new debt securities hereinafter called “Exchange Securities”). The Issuer and the Guarantor agree Company agrees to use their its reasonable best efforts to cause the Exchange Registration Statement to become effective under the Securities Act as soon as practicable, but no later than 180 days after the Closing Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Issuer and the Guarantor Company further agree agrees to use their its reasonable best efforts to commence and complete the Exchange Offer promptly, but no later than 45 30 days after such registration statement has become effective, hold the Exchange Offer open for at least 20 business days and exchange Exchange Securities for all Registrable Securities that have been properly validly tendered and not validly withdrawn on or prior to the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been “completed” only if the debt securities and related guarantee guarantees received by holders holders, other than Restricted Holders Holders, in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuer Company having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Issuer Company having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly validly tendered and not validly withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 business days following the commencement of the Exchange Offer. The Issuer and the Guarantor agree Company agrees (x) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (y) to keep such Exchange Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 5(a6(a), (c), (d) and (e) hereof.

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Issuer Company and the Guarantor Guarantors agree to use commercially reasonable efforts to file under the Securities Act, as soon as practicable, but no later than 90 150 days after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the “"Exchange Offer Registration Statement”", and such offer, the “"Exchange Offer”") any and all of the Transfer Restricted Securities for a like aggregate principal amount of debt securities issued by the Issuer Company and guaranteed by the GuarantorGuarantors, which debt securities and guarantee guarantees are substantially identical to the Securities and the related GuaranteeGuarantees, respectively (and are entitled to the benefits of a trust indenture which is substantially identical to the Indenture or is the Indenture and which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest contemplated in Section 2(c) below (such new debt securities hereinafter called “"Exchange Securities”"). The Issuer Company and the Guarantor Guarantors agree to use their best all commercially reasonable efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act as soon as practicable, but no later than 180 210 days after the Closing Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Issuer Company and the Guarantor Guarantors further agree to use their best all commercially reasonable efforts to commence and complete the Exchange Offer promptly, but no later than 45 40 business days after such registration statement has become effective, hold the Exchange Offer open for at least 20 business days and exchange Exchange Securities for all Registrable Transfer Restricted Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been “"completed” " only if the debt securities and related guarantee received by holders other than Restricted Holders in the Exchange Offer for Registrable Transfer Restricted Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuer Company having exchanged the Exchange Securities for all outstanding Registrable Transfer Restricted Securities pursuant to the Exchange Offer and (ii) the Issuer Company having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Transfer Restricted Securities that have been properly tendered and not validly withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 business days following the commencement of the Exchange Offer. The Issuer and the Guarantor agree Company agrees (x) to include in the Exchange Offer Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (y) to keep such Exchange Offer Registration Statement effective for a period (the “"Resale Period”") beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Transfer Restricted Securities. With respect to such Exchange Offer Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 5(a6(a), (c), (d) and (e) hereof.

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Issuer and the Guarantor agree agrees to use its best efforts to file or cause to be filed under the Securities Act, as soon as practicable, but no later than 90 280 days after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the “"Exchange Registration Statement”", and such offer, the “"Exchange Offer”") any and all of the Securities for a like aggregate principal amount of debt securities issued by the Issuer and guaranteed by the Guarantor, which debt securities and guarantee are substantially identical to the Securities and the related Guarantee, respectively (and are entitled to the benefits of a trust indenture which is substantially identical to the Indenture or is the Indenture and which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest contemplated in Section 2(c) below (such new debt securities hereinafter called “"Exchange Securities”"). The Issuer and the Guarantor agree agrees to use their its best efforts to cause the Exchange Registration Statement to become effective by the Commission under the Securities Act as soon as practicable, but no later than 180 280 days after the Closing Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Issuer and the Guarantor further agree agrees to use their its best efforts to commence and complete the Exchange Offer promptly, but no later than 45 310 days after such registration statement has become effectivethe Closing Date, hold the Exchange Offer open for at least 20 business 30 days and exchange issue and deliver Exchange Securities in exchange for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Each holder of Registrable Securities who wishes to exchange such Registrable Securities for Exchange Securities in, and in accordance with the terms of, the Exchange Offer will be deemed required to have been “completed” only if make certain customary representations in connection therewith, including representations that such holder is not a Restricted Holder. Upon the debt securities and related guarantee received by holders effectiveness of the Exchange Offer Registration Statement, the Issuer shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer that each holder (other than a Restricted Holders Holder) electing to participate in the Exchange Offer for Registrable will receive Exchange Securities that are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States states of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuer having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Issuer having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 business 30 days following the commencement of the Exchange Offer. The Issuer and the Guarantor agree agrees (x) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (y) to keep such Exchange Registration Statement effective for a period (the “"Resale Period”") beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 5(a6(a), (c), (d) and (e) hereof.

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Issuer Company and the Guarantor Guarantors agree to file under the Securities Act, as soon as practicable, but no later than 90 120 days after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the “Exchange Offer Registration Statement”, and such offer, the “Exchange Offer”) any and all of the Securities for a like aggregate principal amount of debt securities issued by the Issuer Company and guaranteed by the GuarantorGuarantors, which debt securities and guarantee guarantees are substantially identical to the Securities and the related GuaranteeGuarantees, respectively (and are entitled to the benefits of a trust indenture which is substantially identical to the Indenture or is the Indenture and which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest Special Interest contemplated in Section 2(c2(d) below (such new debt securities hereinafter called “Exchange Securities”). The Issuer Company and the Guarantor Guarantors agree to use their best all commercially reasonable efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act as soon as practicable, but no later than 180 210 days after the Closing Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Issuer Company and the Guarantor Guarantors further agree to use their best all commercially reasonable efforts to commence and complete consummate the Exchange Offer promptly, but no later than 45 30 business days after such registration statement has become effective, hold the Exchange Offer open for at least 20 business days 30 days, or longer, if required by the federal securities laws, and exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been “completed” only if the debt securities and related guarantee guarantees received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuer Company having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Issuer Company having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 business 30 days following the commencement of the Exchange Offer. The Issuer and the Guarantor agree Company agrees (x) to include in the Exchange Offer Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (y) to keep such Exchange Offer Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Offer Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 5(a6(a), (c), (d) and (e) hereof.

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Issuer Company and the Guarantor Guarantors agree to use their respective commercially reasonable efforts to file under the Securities Act, as soon as practicable, but no later than 90 days after the Closing Date, Act a registration statement relating to an offer to exchange (such registration statement, the “Exchange Registration Statement”, and such offer, the “Exchange Offer”) any and all of the Securities for a like aggregate principal amount of debt securities issued by the Issuer Company and guaranteed by the GuarantorGuarantors, which debt securities and guarantee Guarantees are substantially identical to the Securities and the related GuaranteeGuarantees, respectively (and are entitled to the benefits of a trust indenture which is substantially identical to the Indenture or is the Indenture and which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain restrictions on transfer or provisions for the additional interest contemplated in Section 2(c) below or the liquidated damages provided in Section 2(d) below (such new debt securities hereinafter called “Exchange Securities”). The Issuer Company and the Guarantor Guarantors agree to use their best respective commercially reasonable efforts to cause the Exchange Registration Statement to become effective under the Securities Act as soon as practicable, but no later than 180 within 690 days after the Closing Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Issuer and the Guarantor Company further agree agrees to use their best its commercially reasonable efforts to commence and complete the Exchange Offer promptly, but no later than 45 days promptly after such registration statement has become the Exchange Registration Statement becomes effective, hold the Exchange Offer open for the period required by applicable law (including pursuant to any applicable interpretation by the staff of the Commission), but in any event for at least 20 10 business days days, and exchange the Exchange Securities for all Registrable Securities that have been properly validly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been “completed” only if If the debt securities and related guarantee received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuer having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Issuer having exchanged, pursuant to Company commences the Exchange Offer, the Company will be entitled to close the Exchange Securities for Offer 30 business days after the commencement thereof (or at the end of such shorter period permitted by applicable law), provided that the Company has accepted all the Registrable Securities that have been properly validly tendered and not withdrawn before in accordance with the expiration of the Exchange Offer, which shall be on a date that is at least 20 business days following the commencement terms of the Exchange Offer. The Issuer Company and the Guarantor Guarantors agree (x) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (y) to keep such Exchange Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th 90th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect Each holder participating in the Exchange Offer shall be required to represent to the Company that (i) any Exchange Securities received by such holder will be acquired in the ordinary course of business, (ii) at the time of the commencement of the Exchange Offer such holder has no arrangements or understanding with any person to participate in the distribution of the Securities or the Exchange Securities within the meaning of the Securities Act, (iii) such holder is not an “affiliate,” as defined in Rule 405 of the Securities Act, of the Company, (iv) if such holder is not a broker-dealer, that it is not engaged in, and does not intend to engage in, the distribution of the Exchange Securities, (v) if such holder is a broker-dealer, that it will receive Exchange Securities for its own account in exchange for Securities that were acquired as a result of market-making activities or other trading activities (other than Securities acquired directly from the Company or any of its affiliates) and that it will deliver a prospectus in connection with any resale of such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 5(a), (c), (d) Securities and (evi) hereofsuch holder is not acting on behalf of any person who could not truthfully make the foregoing representations.

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Issuer and the Guarantor agree Company agrees to use its reasonable best efforts to file under the Securities Act, as soon as practicable, but no later than 90 60 days after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the “"Exchange Registration Statement”", and such offer, the “"Exchange Offer”") any and all of the Registrable Securities for a like aggregate principal amount of debt securities issued by the Issuer Company and guaranteed by the GuarantorGuarantors, which debt securities and guarantee are substantially identical to the Securities and the related GuaranteeGuarantees, respectively (and are entitled to the benefits of a trust indenture which is substantially identical to the applicable Indenture or is the such Indenture and which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for registration rights or the additional interest contemplated in Section 2(c) below (such new debt securities hereinafter called “"Exchange Securities”"). The Issuer and the Guarantor agree Company agrees to use their its reasonable best efforts to cause the Exchange Registration Statement to become effective under the Securities Act as soon as practicable, but no later than 180 210 days after the Closing Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Issuer and the Guarantor Company further agree agrees to use their its reasonable best efforts to commence and complete the Exchange Offer promptly, but no later than 45 days after such registration statement has become effective, hold the Exchange Offer open for at least 20 business 30 days and exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been “"completed” " only if the debt securities and related guarantee received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America, it being understood that broker-dealers receiving Exchange Notes will be subject to certain prospectus delivery requirements with respect to resale of the Exchange Notes. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuer Company having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Issuer Company having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 business 30 days following the commencement of the Exchange Offer. The Issuer and the Guarantor agree Company agrees (x) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (y) to keep such Exchange Registration Statement effective for a period (the “"Resale Period”") beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th 120th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 5(a6(a), (c), (d) and (e) hereof. Each holder that participates in the Exchange Offer will be required, as a condition to its participation in the Exchange Offer, to represent to the Company in writing (which may be contained in the applicable letter of transmittal) (i) that any Exchange Securities to be received by it will be acquired in the ordinary course of its business, (ii) that at the time of the commencement of the Exchange Offer such holder will have no arrangement or understanding with any Person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Securities in violation of the provisions of the Securities Act, (iii) that such holder is not an affiliate of the Company within the meaning of the Securities Act and (iv) that such holder is not acting on behalf of a Person who could not make the foregoing representations. In addition, each broker-dealer that will receive Exchange Securities for its own account in exchange for Securities that were acquired as a result of market-making or other trading activities will be required to represent that the Securities being tendered by such broker-dealer were acquired in ordinary trading or market-making activities. A broker-dealer that is not able to make the foregoing representation will not be permitted to participate in the Exchange Offer.

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Issuer Company and the Guarantor Fort James agree to file under the Securities Act, as soon as practicable, but xxx no later than 90 days after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the “"Exchange Registration Statement”", and such offer, the “"Exchange Offer”") any and all of the Securities for a like aggregate principal amount of debt securities issued by the Issuer Company and guaranteed by the GuarantorFort James, which debt securities and guarantee guarantees are substantially identical idxxxxxal to the Securities and the related GuaranteeGuarantees, respectively (and are entitled to the benefits of a trust indenture which is substantially identical to the 2010 Note Indenture or the 2013 Note Indenture, as applicable, or is the 2010 Note Indenture or the 2013 Note Indenture, as applicable, and which has been qualified under the Trust Indenture Act), except that they such new debt securities have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest contemplated in Section 2(c) below (such new debt securities hereinafter called “"Exchange Securities”"). The Issuer Company and the Guarantor Fort James agree to use their reasonable best efforts to cause the Exchange Exxxxxxe Registration Statement to become effective under the Securities Act as soon as practicable, but no later than 180 days after the Closing Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Issuer Company and the Guarantor Fort James further agree to use their reasonable best efforts to commence commxxxx and complete the Exchange Offer promptly, but no later than 45 30 business days (or such longer period as may be required by federal securities law) after the Effective Time of such registration statement has become effectiveExchange Registration Statement, hold the Exchange Offer open for at least 20 business 30 days and exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been “"completed” " only if the debt securities Exchange Securities and the related guarantee guarantees received by holders Holders other than Restricted Holders in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder Holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuer Company having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Issuer Company having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 business not less than 30 days following the commencement of the Exchange Offer. The Issuer Company and the Guarantor Fort James agree (x) to include in the Exchange Registration Statement a prospectus x xrospectus for use in any resales by any holder Holder of Exchange Securities that is a brokerBroker-dealer and (y) to keep such Exchange Registration Statement effective for a period (the “"Resale Period”") beginning when at the Effective Time of such Exchange Securities are first issued in the Exchange Offer Registration Statement and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such brokerBroker-dealers no longer own any Registrable Securities. With respect to such Exchange Registration Statement, such holders Holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 5(a6(a), (c), (d) and (e) hereof.

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Issuer and the Guarantor agree Company agrees to use its commercially reasonable efforts to file under the Securities Act, as soon as practicableon or prior to, but no later than 90 days after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the “"Exchange Offer Registration Statement”", and such offer, the “"Exchange Offer”") any and all of the Securities for a like aggregate principal amount of debt securities issued by the Issuer Company and guaranteed by the GuarantorGuarantors, which debt securities and guarantee guarantees are substantially identical to the Securities and the related GuaranteeGuarantees, respectively (and are entitled to the benefits of a trust indenture which is substantially identical to the Indenture or is the Indenture and which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest Liquidated Damages as contemplated in Section 2(c) below (such new debt securities hereinafter called “"Exchange Securities”Notes"). The Issuer and the Guarantor agree Company agrees to use their best its commercially reasonable efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act as soon as practicable, but no later than 180 and to commence the Exchange Offer on or prior to 150 days after the Closing Date. The Company and the Guarantors shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to consummate the Exchange Offer; provided, however, that in no event shall such period be less than 30 business days. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Issuer and the Guarantor Company further agree agrees to use their best its commercially reasonable efforts to commence and complete the Exchange Offer promptly, but no later than 45 on or prior to 180 days after such registration statement has become effective, hold the Exchange Offer open for at least 20 business days Closing Date and exchange Exchange Securities Notes for all Registrable Transfer Restricted Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been “"completed” " only if the debt securities and related guarantee guarantees received by holders other than Restricted Holders in the Exchange Offer for Registrable Transfer Restricted Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuer Company having exchanged the Exchange Securities Notes for all outstanding Registrable Transfer Restricted Securities pursuant to the Exchange Offer and (ii) the Issuer Company having exchanged, pursuant to the Exchange Offer, Exchange Securities Notes for all Registrable Transfer Restricted Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 business days following the commencement of the Exchange Offer. The Issuer and the Guarantor agree Company agrees (x) to include in the Exchange Offer Registration Statement a prospectus for use in any resales by any holder of Exchange Securities Notes that is a broker-dealer and (y) to keep such Exchange Offer Registration Statement effective for a period (the “"Resale Period”") beginning when Exchange Securities Notes are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-broker- dealers no longer own any Registrable Transfer Restricted Securities. With respect to such Exchange Offer Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 5(a6(a), (c), (d) and (e) hereof.

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Issuer Company and the Guarantor Guarantors agree to use their best efforts to file under the Securities Act, Act as soon as practicable, but no later than 90 days practicable after the Closing Date, a registration statement but in no event later than 60 days after such date, an Exchange Offer Registration Statement relating to an offer by the Company and the Guarantors to exchange (such registration statement, the “Exchange Registration Statement”, and such offer, the “"Exchange Offer”") (i) any and all of the Securities Notes for a like aggregate principal amount of debt securities notes issued by the Issuer Company, which notes are identical in all material respects to the Notes (the "Exchange Notes"), except that the Exchange Notes have been registered pursuant to an effective registration statement under the Securities Act, do not contain restrictions on transfers (except as they may be held by Restricted Holders) and guaranteed provide for the additional interest contemplated in Section 2(d) below for any periods before such exchange and (ii) any and all of the Guarantees for like guarantees by the GuarantorGuarantors, which debt securities and guarantee guarantees are substantially identical to the Securities Guarantees (the "Exchange Guarantees," and together with the related GuaranteeExchange Notes, respectively (and are entitled to the benefits of a trust indenture which is substantially identical to the Indenture or is the Indenture and which has been qualified under the Trust Indenture Act), "Exchange Securities") except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest contemplated in Section 2(c) below (such new debt securities hereinafter called “Exchange Securities”)restrictions on transfers. The Issuer Company and the Guarantor Guarantors agree to use their best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act as soon as practicable, practicable after the filing of the Exchange Offer Registration Statement but in no event later than 180 120 days after the Closing Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer and other rules and regulations under the Exchange Act. The Issuer Company and the Guarantor Guarantors further agree to use their best efforts to commence and complete consummate the Exchange Offer promptly, but no later than 45 days promptly after such registration statement the Exchange Offer Registration Statement has become effective, hold the Exchange Offer open for at least not less than 20 business days Business Days (or longer, if required by applicable law) after the date notice of the Exchange Offer has been mailed to Holders and exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange OfferOffer and to consummate such Exchange Offer within 165 days after the Closing Date. The Exchange Offer will be deemed to have been “completed” , as the case may be, only if the debt securities and related guarantee Exchange Securities received by holders Holders other than Restricted Holders in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder Holdr without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) Company and the Issuer having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Issuer Guarantors having exchanged, pursuant to the Exchange Offer, the Exchange Securities for all Registrable Securities that have been outstanding Securities, pursuant to the Exchange Offer, properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least not less than 20 business days Business Days (or longer, if required by applicable law) following the commencement of the Exchange Offer. The Issuer Company and the Guarantor agree (x) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (y) to keep such Exchange Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Securities are first issued in Guarantors shall commence the Exchange Offer by mailing the related exchange offer Prospectus and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect accompanying documents to each Holder stating, in addition to such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 5(a), (c), (d) and (e) hereof.other disclosures as are required by applicable law:

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Issuer Company and the Guarantor Guarantors agree to file under the Securities Act, as soon as practicable, but no later than 90 180 days after the Closing Datedate hereof, a registration statement relating to an offer to exchange (such registration statement, the “Exchange Registration Statement”, and such offer, the “Exchange Offer”) any and all of the Securities for a like aggregate principal amount of debt securities issued by the Issuer Company and guaranteed by the GuarantorGuarantors, which debt securities and guarantee guarantees are substantially identical to the Securities and the related GuaranteeGuarantees, respectively (and are entitled to the benefits of a trust indenture which is substantially identical to the Indenture or is the Indenture and which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest contemplated in Section 2(c) below (such new debt securities hereinafter called “Exchange Securities”). The Issuer Company and the Guarantor Guarantors agree to use their best all commercially reasonable efforts to (i) obtain as promptly as practicable all financial statements of the Company and its subsidiaries (including the financial statements of any acquired entities and related pro forma financial statements) required to be included in such filing, and (ii) cause the Exchange Registration Statement to become effective under the Securities Act as soon promptly as practicable, but in any event no later than 180 270 days after the Closing Datedate hereof. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Issuer and Unless the Guarantor Exchange Offer would not be permitted by applicable law or Commission policy, the Company further agree agrees to use their best all commercially reasonable efforts to (i) commence and complete the Exchange Offer promptly, promptly but no later than 45 60 days after following the Effective Time of such registration statement has become effectiveExchange Registration Statement, (ii) hold the Exchange Offer open for at least 20 business 30 days (or such longer period as may be required by applicable law) and (iii) exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been “completed” only if the debt securities and related guarantee guarantees received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuer Company’s having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Issuer Company’s having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 business 30 days following the commencement of the Exchange Offer. The Issuer Company and the Guarantor Guarantors agree (x) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer or is otherwise subject to prospectus delivery requirements and (y) to use all commercially reasonable efforts to keep such Exchange Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 5(a6(a), (c), (d) and (e) hereof.

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Issuer and the Guarantor agree to file under the Securities Act, as soon as practicable, but no later than 90 days after the Initial Closing Date, a registration statement relating to an offer to exchange (such registration statement, which shall be the “same registration statement under which the Initial Notes shall be registered pursuant to the Initial Registration Rights Agreement, the "Exchange Registration Statement”", and such offer, which shall be the “same exchange offer by which the Initial Notes are exchanged pursuant to the Initial Registration Rights Agreement, the "Exchange Offer”") any and all of the Securities for a like aggregate principal amount of debt securities issued by the Issuer and guaranteed by the Guarantor, which debt securities and guarantee are substantially identical to the Securities and the related Guarantee, respectively (and are entitled to the benefits of a trust indenture which is substantially identical to the Indenture or is the Indenture and which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest contemplated in Section 2(c) below (such new debt securities hereinafter called “"Exchange Securities”"). The Issuer and the Guarantor agree to use their best efforts to cause the Exchange Registration Statement to become effective under the Securities Act as soon as practicable, but no later than 180 days after the Initial Closing Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Issuer and the Guarantor further agree to use their best efforts to commence and complete the Exchange Offer promptly, but no later than 45 days after such registration statement has become effective, hold the Exchange Offer open for at least 20 business 30 days and exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been “"completed” " only if the debt securities and related guarantee received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuer having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Issuer having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 business 30 days following the commencement of the Exchange Offer. The Issuer and the Guarantor agree (x) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (y) to keep such Exchange Registration Statement effective for a period (the “"Resale Period”") beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 5(a), (c), (d) and (e) hereof.

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Issuer and the Guarantor Issuers agree to file under the Securities Act, as soon as practicable, but no later than 90 150 days after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the “"Exchange Registration Statement”", and such offer, the “"Exchange Offer”") any and all of the Registrable Securities for a like aggregate principal amount of debt securities issued by the Issuer Company and guaranteed by the GuarantorGuarantors, which debt securities and guarantee guarantees are substantially identical to the Securities and the related GuaranteeGuarantees, respectively (and are entitled to the benefits of a trust indenture which is substantially identical to the Indenture or is the Indenture and which has been qualified under the Trust Indenture Act) (other than such changes to the Indenture or any such trust indenture as are necessary to comply with any requirements of the Commission to effect or maintain the qualification thereof under the Trust Indenture Act or which eliminate the transfer restrictions on the Securities or provisions for the payment of additional interest contemplated in Section 2(c) below), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain a restrictive legend or provisions for the additional interest contemplated in Section 2(c) below (such new debt securities hereinafter called “"Exchange Securities”"). The Issuer and the Guarantor Issuers agree to use their best commercially reasonable efforts to cause the Exchange Registration Statement to become effective under the Securities Act as soon as practicable, but no later than 180 300 days after the Closing Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Issuer and the Guarantor Issuers further agree to use their best efforts to commence and (A) complete the Exchange Offer promptly, but no later than 45 30 days after such registration statement Exchange Registration Statement has become effective, or such later date as is required by the Securities Act, (B) hold the Exchange Offer open for at least 20 business 30 days and (C) exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been “"completed” " only if the debt securities and related guarantee guarantees received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America. The Subject to the preceding sentence, the Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuer Issuers having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Issuer Issuers having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer. Each holder who participates in the Exchange Offer will be required to represent (i) that any Exchange Securities received by it will be acquired in the ordinary course of its business, which shall be on a date (ii) that is at least 20 business days following the commencement time of the consummation of the Exchange Offer, such holder will have no arrangement or understanding with any Person to participate in the distribution of the Exchange Securities, (iii) that such holder is not an affiliate of any Issuer within the meaning of the Securities Act, and (iv) any additional representations that in the written opinion of counsel to the Issuers are necessary under then-existing rules or regulations (or interpretations thereof) of the Commission in order for the Exchange Registration Statement to be declared effective. The Issuer and the Guarantor Issuers agree (x) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (y) to use their commercially reasonable efforts to keep such Exchange Registration Statement effective for a period (the “"Resale Period”") beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers are no longer own any Registrable required to comply with the prospectus delivery requirements in connection with offers and sales of the Exchange Securities. With respect to such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 5(a6(a), (c), (d) and (e) hereof.

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Issuer Company and the Guarantor Guarantors agree to use their respective commercially reasonable efforts to file under the Securities Act, as soon as practicable, but no later than 90 days after the Closing Date, Act a registration statement relating to an offer to exchange (such registration statement, the “Exchange Registration Statement”, and such offer, the “Exchange Offer”) any and all of the Securities for a like aggregate principal amount of debt securities issued by the Issuer Company and guaranteed by the GuarantorGuarantors, which debt securities and guarantee Guarantees are substantially identical to the Securities and the related GuaranteeGuarantees, respectively (and are entitled to the benefits of a trust indenture which is substantially identical to the Indenture or is the Indenture and which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain restrictions on transfer or provisions for the additional interest contemplated in Section 2(c) below or the liquidated damages provided in Section 2(d) below (such new debt securities hereinafter called “Exchange Securities”). The Issuer Company and the Guarantor Guarantors agree to use their best respective commercially reasonable efforts to cause the Exchange Registration Statement to become effective under the Securities Act as soon as practicable, but no later than 180 within 270 days after the Closing Initial Issue Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Issuer and the Guarantor Company further agree agrees to use their best its commercially reasonable efforts to commence and complete the Exchange Offer promptly, but no later than 45 days promptly after such registration statement has become the Exchange Registration Statement becomes effective, hold the Exchange Offer open for the period required by applicable law (including pursuant to any applicable interpretation by the staff of the Commission), but in any event for at least 20 10 business days days, and exchange the Exchange Securities for all Registrable Securities that have been properly validly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been “completed” only if If the debt securities and related guarantee received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuer having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Issuer having exchanged, pursuant to Company commences the Exchange Offer, the Company will be entitled to close the Exchange Securities for Offer 30 business days after the commencement thereof (or at the end of such shorter period permitted by applicable law), provided that the Company has accepted all the Registrable Securities that have been properly validly tendered and not withdrawn before in accordance with the expiration of the Exchange Offer, which shall be on a date that is at least 20 business days following the commencement terms of the Exchange Offer. The Issuer Company and the Guarantor Guarantors agree (x) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (y) to keep such Exchange Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th 90th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect Each holder participating in the Exchange Offer shall be required to represent to the Company that (i) any Exchange Securities received by such holder will be acquired in the ordinary course of business, (ii) at the time of the commencement of the Exchange Offer such holder has no arrangements or understanding with any person to participate in the distribution of the Securities or the Exchange Securities within the meaning of the Securities Act, (iii) such holder is not an “affiliate,” as defined in Rule 405 of the Securities Act, of the Company, or if it is such an “affiliate,” it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable, (iv) if such holder is not a broker-dealer, that it is not engaged in, and does not intend to engage in, the distribution of the Exchange Securities, (v) if such holder is a broker-dealer, that it will receive Exchange Securities for its own account in exchange for Securities that were acquired as a result of market-making activities or other trading activities (other than Securities acquired directly from the Company or any of its affiliates) and that it will deliver a prospectus in connection with any resale of such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 5(a), (c), (d) Securities and (evi) hereofsuch holder is not acting on behalf of any person who could not truthfully make the foregoing representations.

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Issuer and the Guarantor agree Company agrees to use its reasonable best efforts to file under the Securities Act, as soon as practicable, but no later than 90 60 days after the Closing DateTime, a registration statement relating to an offer to exchange (such registration statement, the “"Exchange Registration Statement”", and such offer, the “"Exchange Offer”") any and all of the then outstanding Registrable Securities (except Registrable Securities held by an Initial Purchaser and acquired directly from the Company if such Initial Purchaser is not permitted, in the reasonable opinion of counsel to the Initial Purchasers, pursuant to applicable law or Commission interpretation, to participate in the Exchange Offer) for a like aggregate principal amount of debt securities issued by the Issuer and guaranteed Company (and, if applicable, guarantees issued by subsidiaries of the GuarantorCompany as may be required pursuant to the Indenture), which debt securities and guarantee are substantially identical to the Securities and the related Guarantee, respectively (and are entitled to the benefits of a trust indenture which is substantially identical to the Indenture or is the Indenture and which has been qualified under the Trust Indenture Act), except that (i) they have been registered pursuant to an effective registration statement under the Securities Act Act, (ii) interest thereon shall accrue from the last date on which interest was paid or duly provided for on the Securities in exchange for which such new debt securities are issued in the Exchange Offer, or, if no interest has been paid, from April 10, 2001, and (iii) they do not contain provisions for the additional interest contemplated in Section 2(c2(d) below (such new debt securities securities, together with any guarantees thereof, as applicable, are hereinafter called “"Exchange Securities”"). The Issuer and the Guarantor agree Company agrees to use their its reasonable best efforts to cause the Exchange Registration Statement to become effective under the Securities Act as soon as practicable, but no later than 180 135 days after the Closing DateTime. The Exchange Offer will be registered under the Securities Act on the an appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Issuer and the Guarantor Company further agree agrees to use their its reasonable best efforts to commence and complete the Exchange Offer promptly, but no later than 45 180 days after such registration statement has become effectivethe Closing Time, hold the Exchange Offer open for at least 20 business 30 days (or longer if required by law) after notice of the Exchange Offer is sent to holders of Registrable Securities, and exchange issue Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been “"completed” " only if the debt securities and related guarantee guarantees received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under need for further compliance with Section 5 of the Securities Act and the Exchange Act (except for the requirement to deliver a prospectus included in the Exchange Registration Statement applicable to resales by broker-dealers of Exchange Securities received by such broker-dealer pursuant to an Exchange Offer in exchange for Registrable Securities other than those acquired by the broker- dealer directly from the Company), and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuer having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Issuer Company having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that may legally be exchanged in the Exchange Offer and that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 business 30 days following the commencement of the Exchange Offer. The Issuer and the Guarantor agree Company agrees (x) to include in the Exchange Registration Statement a prospectus for use in connection with any resales by any holder of Exchange Securities that is by a broker-dealer, other than resales of Exchange Securities received by a broker-dealer pursuant to an Exchange Offer in exchange for Registrable Securities acquired by the broker-dealer directly from the Company, and (y) to keep such Exchange Registration Statement effective for a period (the “"Resale Period”") beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th 90th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Registration Statement, such holders each broker-dealer that holds Exchange Securities received in an Exchange Offer in exchange for Registrable Securities not acquired by it directly from the Company shall have the benefit of the rights of indemnification and contribution set forth in Sections 5(a), (c), (d) and (e) Section 6 hereof.

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Issuer and the Guarantor agree Company agrees to file under the Securities Act, as soon as practicable, but no later than 90 120 days after the Closing Date, Date a registration statement relating to an offer to exchange (such registration statement, the “"Exchange Registration Statement”", and such offer, the “"Exchange Offer”") any and all of the Securities for a like aggregate principal amount of debt securities issued by the Issuer and guaranteed by the GuarantorCompany, which debt securities and guarantee are substantially identical to the Securities and the related Guarantee, respectively (and are entitled to the benefits of a trust indenture which is substantially identical to the Indenture or is the Indenture and which that has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest contemplated in Section 2(c) below (such new debt securities hereinafter called “"Exchange Securities”"). The Issuer and the Guarantor agree Company agrees to use their best commercially reasonable efforts to cause the Exchange Registration Statement to become effective under the Securities Act as soon as practicable, but no later than 180 days after the Closing Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Issuer and the Guarantor Company further agree agrees to use their best commercially reasonable efforts to commence and complete the Exchange Offer promptly, but no later than 45 225 days after such registration statement has become effectivethe Closing Date, hold the Exchange Offer open for at least 20 business days and exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been “"completed” " only if the debt securities and related guarantee received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuer Company having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Issuer Company having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 business days following the commencement of the Exchange Offer. The Issuer and the Guarantor agree Company agrees (x) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (y) to keep such Exchange Registration Statement effective for a period (the “"Resale Period”") beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th 90th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 5(a6(a), (c), (d) and (e) hereof.

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Issuer Company and the Guarantor Guarantors agree to file under the Securities Act, as soon as practicable, but no later than on or prior to 90 days after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the “"Exchange Offer Registration Statement”", and such offer, the “"Exchange Offer”") any and all of the Securities for a like aggregate principal amount of debt securities issued by the Issuer Company and guaranteed by the GuarantorGuarantors, which debt securities and guarantee guarantees are substantially identical to the Securities and the related GuaranteeGuarantees, respectively (and are entitled to the benefits of a trust indenture which is substantially identical to the Indenture or is the Indenture and which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest contemplated in Section 2(c) below (such new debt securities hereinafter called “"Exchange Securities”Notes"). The Issuer Company and the Guarantor Guarantors agree to use their best all commercially reasonable efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act as soon as practicableAct, but no later than on or prior to 180 days after the Closing Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Issuer Company and the Guarantor Guarantors further agree to use their best all commercially reasonable efforts to commence and complete the Exchange Offer promptlyOffer, but no later than 45 days on or prior to 30 business days, or longer, if required by the federal securities laws, after such registration statement has become effective, hold the Exchange Offer open for at least 20 business days and exchange Exchange Securities Notes for all Registrable Transfer Restricted Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been “"completed” " only if the debt securities and related guarantee received by holders other than Restricted Holders in the Exchange Offer for Registrable Transfer Restricted Securities are, upon receipt, transferable by each such holder without material restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuer Company having exchanged the Exchange Securities Notes for all outstanding Registrable Transfer Restricted Securities pursuant to the Exchange Offer and (ii) the Issuer Company having exchanged, pursuant to the Exchange Offer, Exchange Securities Notes for all Registrable Transfer Restricted Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 business days following the commencement of the Exchange Offer. The Issuer and the Guarantor agree (x) Company agrees to include in the Exchange Offer Registration Statement a prospectus for use in any resales by any holder of Exchange Securities Notes that is a broker-dealer dealer. and (y) to keep such Exchange Offer Registration Statement effective for a period (the “"Resale Period”") beginning when Exchange Securities Notes are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Transfer Restricted Securities. With respect to such Exchange Offer Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 5(a6(a), (c), (d) and (e) hereof.

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Issuer Company and the Guarantor Guarantors agree to file under the Securities Act, as soon as practicable, but no later than 90 days after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the “Exchange Offer Registration Statement”, ,” and such offer, the “Exchange Offer”) any and all of the Securities for a like aggregate principal amount of debt securities issued by the Issuer Company and guaranteed by the GuarantorGuarantors, which debt securities and guarantee are guarantees will be substantially identical to the Securities and the related GuaranteeNote Guarantees, respectively (and are entitled to the benefits of a trust indenture which is substantially identical to the Indenture or is the Indenture and which has been qualified under the Trust Indenture ActIndenture), except that they have been will be registered pursuant to an effective registration statement under the Securities Act and do will not contain provisions for the additional interest Special Interest contemplated in by Section 2(c) below (such new debt securities hereinafter called the “Exchange Securities”). The Issuer Company and the Guarantor Guarantors agree to use their best commercially reasonable efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act as soon as practicable, but no later than 180 days after the Closing DateAct. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Issuer and the Guarantor further agree to use their best efforts to commence and complete Unless the Exchange Offer promptlywould not be permitted by applicable law or Commission policy, but no later than 45 days after such registration statement has become effective, hold the Company further agrees to (i) commence the Exchange Offer open for at least 20 business days Offer, and (ii) use all commercially reasonable efforts to issue on or prior to 135 days, or longer, if required by applicable securities laws, after the Closing Date, exchange Exchange Securities notes in exchange for all Registrable Securities that have been notes properly tendered and not validly withdrawn on or prior to the expiration of thereto in the Exchange Offer. The Exchange Offer will be deemed to have been “completed” only (i) if the debt securities and related guarantee guarantees received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuer having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer America and (ii) upon the Issuer Company having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 business days and not more than 30 Business Days following the commencement of the Exchange Offer. The Issuer Company and the Guarantor Guarantors agree (x) to include in the Exchange Offer Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (y) to keep such Exchange Offer Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Offer Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 5(asubsections 6(a), (c), (d) and (e) hereof).

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Issuer and the Guarantor agree Company agrees to use its reasonable best efforts to file under the Securities Act, as soon as practicable, but no later than 90 390 days after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the “Exchange Registration Statement”, ” and such offer, the “Exchange Offer”) any and all of the Registrable Securities for a like aggregate principal amount of debt securities issued by the Issuer Company and guaranteed by the Guarantor, which debt securities and guarantee are substantially identical to the Securities and the related Guarantee, respectively (and are entitled to the benefits of a trust indenture which is substantially identical to the applicable Indenture or is the such Indenture and which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for registration rights or the additional interest Liquidated Damages (as defined herein) contemplated in Section 2(c) below (such new debt securities hereinafter called “Exchange Securities”). The Issuer and the Guarantor agree Company agrees to use their its reasonable best efforts to cause the Exchange Registration Statement to become effective under the Securities Act as soon as practicable, but no later than 180 450 days after following the Closing Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Issuer and the Guarantor Company further agree agrees to use their its reasonable best efforts to commence and complete the Exchange Offer promptly, but no later than 45 days after such registration statement has become effective, hold the Exchange Offer open for at least not less than 20 business days and exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been “completed” only if the debt securities and related guarantee received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America, it being understood that broker-dealers receiving Exchange Notes will be subject to certain prospectus delivery requirements with respect to resale of the Exchange Notes. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuer Company having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Issuer Company having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least not less than 20 business days following the commencement of the Exchange Offer. The Issuer and Company shall be entitled to close the Guarantor agree Exchange Offer 30 days after the commencement thereof provided that the Company has accepted all Registrable Securities theretofore tendered in accordance with the terms of the Exchange Offer. The Company agrees (x) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (y) to keep such Exchange Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th 120th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 5(a6(a), (c), (d) and (e) hereof. Each holder that participates in the Exchange Offer will be required, as a condition to its participation in the Exchange Offer, to represent to the Company in writing (which may be contained in the applicable letter of transmittal) (i) that any Exchange Securities to be received by it will be acquired in the ordinary course of its business, (ii) that at the time of the commencement of the Exchange Offer such holder will have no arrangement or understanding with any Person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Securities in violation of the provisions of the Securities Act, (iii) that such holder is not an affiliate of the Company within the meaning of the Securities Act and (iv) that such holder is not acting on behalf of a Person who could not make the foregoing representations. In addition, each broker-dealer that will receive Exchange Securities for its own account in exchange for Securities that were acquired as a result of market-making or other trading activities will be required to represent that the Securities being tendered by such broker-dealer were acquired in ordinary trading or market-making activities. A broker-dealer that is not able to make the foregoing representation will not be permitted to participate in the Exchange Offer.

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Issuer and the Guarantor agree Company agrees to use its reasonable best efforts to file under the Securities Act, as soon as practicable, but no later than 90 days after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the “"Exchange Registration Statement”", and such offer, the “"Exchange Offer”") any and all of the Securities for a like aggregate principal amount of debt securities issued by the Issuer Company and guaranteed by the GuarantorGuarantors, which debt securities and guarantee Guarantees are substantially identical to the Securities and the related GuaranteeGuarantees, respectively (and are entitled to the benefits of a trust indenture which is substantially identical to the Indenture or is the Indenture and which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest Additional Interest contemplated in Section 2(c) below (such new debt securities hereinafter called “"Exchange Securities”"). The Issuer and the Guarantor agree Company agrees to use their its reasonable best efforts to cause the Exchange Registration Statement to become effective under the Securities Act as soon as practicable, but no later than 180 days after the Closing Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Issuer and the Guarantor Company further agree agrees to use their its reasonable best efforts to commence and complete the Exchange Offer promptly, but no later than 45 5 days after such registration statement has become effective, hold the Exchange Offer open for at least 20 business 30 days and exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been “"completed” " only if the debt securities and related guarantee Guarantees received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuer Company having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Issuer Company having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 business 30 days following the commencement of the Exchange Offer. The Issuer and the Guarantor agree Company agrees (x) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (y) to keep such Exchange Registration Statement effective for a period (the “"Resale Period”") beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 5(a6(a), (c), (d) and (e) hereof. Each holder participating in the Registered Exchange Offer shall be required to represent to the Company that at the time of the consummation of the Registered Exchange Offer (i) any Exchange Securities received by such holder will be acquired in the ordinary course of business, (ii) such holder will have no arrangements or understanding with any person to participate in the distribution of the Securities or the Exchange Securities within the meaning of the Securities Act, (iii) such holder is not an "affiliate," as defined in Rule 405 of the Securities Act, of the Company or if it is an affiliate, such holder will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable, (iv) if such holder is not a broker-dealer, that it is not engaged in, and does not intend to engage in, the distribution of the Exchange Securities and (v) if such holder is a broker-dealer, that it will receive Exchange Securities for its own account in exchange for Securities that were acquired as a result of market-making activities or other trading activities and that it will be required to acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities.

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Issuer Company and the Guarantor Guarantors agree to file under the Securities Act, as soon as practicable, but no later than 90 days after the Closing Date, Act a registration statement relating to an offer to exchange (such registration statement, the “Exchange Registration Statement”, and such offer, the “Exchange Offer”) any and all of the Securities for a like aggregate principal amount of debt securities issued by the Issuer Company and guaranteed by the GuarantorGuarantors, which debt securities and guarantee guarantees are substantially identical to the Securities and the related GuaranteeGuarantees, respectively (and are entitled to the benefits of a trust indenture which is substantially identical to the Indenture or is the Indenture and which has been qualified under the Trust Indenture ActIndenture), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest Special Interest contemplated in Section 2(c) below (such new debt securities hereinafter called “Exchange Securities”). The Issuer Company and the Guarantor Guarantors agree to use their best commercially reasonable efforts to cause the Exchange Registration Statement to become effective under the Securities Act as soon as practicable, but no later than 180 365 days after the Closing Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Issuer and the Guarantor further agree to use their best efforts to commence and complete Unless the Exchange Offer promptlywould not be permitted by applicable law or Commission policy, but no later than 45 days after the Company further agrees to use commercially reasonable (NY) 27961/740/REG.RIGHTS/RRA.2019.Notes.doc [[NYCORP:3425658v9:4340W: 10/03/2013--02:19 PM]] efforts to (i) commence the Exchange Offer promptly following the Effective Time of such registration statement has become effectiveExchange Registration Statement, (ii) hold the Exchange Offer open for at least 20 business days Business Days in accordance with Regulation 14E promulgated by the Commission under the Exchange Act and (iii) exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to promptly following the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been “completed” only (i) if the debt securities and related guarantee guarantees received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuer having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer America and (ii) upon the Issuer Company having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 business days and no more than 30 Business Days following the commencement of the Exchange Offer. The Issuer Company and the Guarantor Guarantors agree (x) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer broker‑dealer and (y) to keep such Exchange Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 5(aSubsections 6(a), (c), (d) and (e) hereof).

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Issuer and the Guarantor agree Company agrees to file under the Securities Act, as soon as practicable, but no later than on or prior to 90 days after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the “"Exchange Offer Registration Statement”", and such offer, the “"Exchange Offer”") any and all of the Securities for a like aggregate principal amount of debt securities issued by the Issuer and guaranteed by the GuarantorCompany, which debt securities and guarantee are substantially identical to the Transfer Restricted Securities and the related Guarantee, respectively (and are entitled to the benefits of a trust indenture which is substantially identical to the Indenture or is the Indenture and which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest contemplated in Section 2(c) below (such new debt securities hereinafter called “"Exchange Securities”Notes"). The Issuer Exchange Notes will be issued as evidence of the same continuing indebtedness of the Company and will not constitute the Guarantor agree creation of new indebtedness. The Company agrees to use their its reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act as soon as practicable, but no later than on or prior to 180 days after the Closing Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Issuer and the Guarantor Company further agree agrees to use their its reasonable best efforts to commence and complete the Exchange Offer promptlyOffer, but no later than on or prior to 45 business days (or longer to the extent required by United States federal securities laws) after such registration statement has become effective, hold the Exchange Offer open for at least 20 business days effective and exchange Exchange Securities Notes for all Registrable Transfer Restricted Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been “"completed” " only if the debt securities and related guarantee received by holders other than Restricted Holders in the Exchange Offer for Registrable Transfer Restricted Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of AmericaStates. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuer Company having exchanged the Exchange Securities Notes for all outstanding Registrable Transfer Restricted Securities pursuant to the Exchange Offer and (ii) the Issuer Company having exchanged, pursuant to the Exchange Offer, Exchange Securities Notes for all Registrable Transfer Restricted Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 business days following the commencement of the Exchange Offer. The Issuer and the Guarantor agree (x) Company agrees to include in the Exchange Offer Registration Statement a prospectus for use in any resales by any holder of Exchange Securities Notes that is a broker-dealer dealer, which has acquired such Transfer Restricted Securities for its own account as a result of market-making activities or other trading activities and (y) not directly from the Company, and to keep such Exchange Offer Registration Statement effective for a period (the “"Resale Period”") beginning when Exchange Securities Notes are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as the Company reasonably believes that such broker-dealers no longer own any Registrable Transfer Restricted Securities, other than Transfer Restricted Securities acquired from the Company. With respect to such Exchange Offer Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 5(a6(a), (c), (d) and (e) hereof.

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Issuer Company and the Guarantor Guarantor, jointly and severally, agree to file under the Securities Act, as soon as practicable, but no later than 90 days after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the “Exchange Registration Statement”, and such offer, the “Subsequent Exchange Offer”) any and all of the Securities for a like aggregate principal amount of debt securities issued by the Issuer Company and guaranteed by the Guarantor, which debt securities and guarantee are substantially identical to the Securities and the related Guarantee, respectively (and are entitled to the benefits of a trust indenture which is substantially identical to the Indenture or is the Indenture and which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest contemplated in Section 2(c) below (such new debt securities hereinafter called “Exchange Securities”). The Issuer Company and the Guarantor Guarantor, jointly and severally, agree to use their best commercially reasonable efforts to cause the Exchange Registration Statement to become be declared effective under the Securities Act as soon as practicable, but no later than 180 within 245 days after following the Closing Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Issuer Company and the Guarantor further Guarantor, jointly and severally, agree to use their best commercially reasonable efforts to commence and complete cause the Registrable Securities to be freely tradeable (the “Transferability Condition”) under Rule 144 by Holders of the Registrable Securities who are not Affiliates of the Company or the Guarantor from the 180th day after the Closing Date until the first anniversary of the Closing Date (the “144 Period”). The Subsequent Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Company having exchanged the Exchange Offer promptly, but no later than 45 days after such registration statement has become effective, hold Securities for all outstanding Registrable Securities pursuant to the Subsequent Exchange Offer open for at least 20 business days and exchange (ii) the Company having exchanged, pursuant to the Subsequent Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to before the expiration of the Subsequent Exchange Offer, which shall be on a date that is at least 30 days following the commencement of the Subsequent Exchange Offer. The Subsequent Exchange Offer will shall be deemed to have been “completed” only if the debt securities and related guarantee received by holders other than Restricted Holders in the Subsequent Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuer having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Issuer having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 business days following the commencement of the Exchange Offer. The Issuer Company and the Guarantor Guarantor, jointly and severally, agree (x) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (y) to keep such Exchange Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Securities are first issued in the Subsequent Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Subsequent Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Registration Statement, each such holders holder shall have the benefit of the rights of indemnification and contribution set forth in Sections 5(a6(a), (c), (d) and (e) hereof.

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Issuer Company and the Guarantor Guarantors agree to file under the Securities Act, as soon as practicable, but no later than on or prior to 90 days after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the “"Exchange Offer Registration Statement”", and such offer, the “"Exchange Offer”") any and all of the Securities for a like aggregate principal amount of debt securities issued by the Issuer Company and guaranteed by the GuarantorGuarantors, which debt securities and guarantee guarantees are substantially identical to the Securities and the related GuaranteeGuarantees, respectively (and are entitled to the benefits of a trust indenture which is substantially identical to the Indenture or is the Indenture and which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest contemplated in Section 2(c) below (such new debt securities hereinafter called “"Exchange Securities”Notes"). The Issuer Company and the Guarantor Guarantors agree to use their best all commercially reasonable efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act as soon as practicableAct, but no later than on or prior to 180 days after the Closing Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Issuer Company and the Guarantor Guarantors further agree to use their best all commercially reasonable efforts to commence and complete the Exchange Offer promptlyOffer, but no later than 45 days on or prior to 30 business days, or longer, if required by the federal securities laws, after such registration statement has become effective, hold the Exchange Offer open for at least 20 business days and exchange Exchange Securities Notes for all Registrable Transfer Restricted Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been “"completed” " only if the debt securities and related guarantee received by holders other than Restricted Holders in the Exchange Offer for Registrable Transfer Restricted Securities are, upon receipt, transferable by each such holder without material restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuer Company having exchanged the Exchange Securities Notes for all outstanding Registrable Transfer Restricted Securities pursuant to the Exchange Offer and (ii) the Issuer Company having exchanged, pursuant to the Exchange Offer, Exchange Securities Notes for all Registrable Transfer Restricted Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 business days following the commencement of the Exchange Offer. The Issuer and the Guarantor agree (x) Company agrees to include in the Exchange Offer Registration Statement a prospectus for use in any resales by any holder of Exchange Securities Notes that is a broker-dealer and (y) to keep such Exchange Offer Registration Statement effective for a period (the “"Resale Period”") beginning when Exchange Securities Notes are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Transfer Restricted Securities. With respect to such Exchange Offer Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 5(a6(a), (c), (d) and (e) hereof.

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Issuer and the Guarantor agree to file under the Securities ActThe Company shall prepare and, as soon as practicable, but in no event later than 90 twenty (20) days after following the Closing Date, file with the Commission a registration statement relating to an offer to exchange (such registration statement, Registration Statement on the “Exchange Registration Statement”, and such offer, the “Exchange Offer”) any and all of the Securities for a like aggregate principal amount of debt securities issued by the Issuer and guaranteed by the Guarantor, which debt securities and guarantee are substantially identical to the Securities and the related Guarantee, respectively (and are entitled to the benefits of a trust indenture which is substantially identical to the Indenture or is the Indenture and which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement appropriate form under the Securities Act (as shall be selected by the Company) relating to the resale of all of the Registrable Securities by the Purchasers from time to time on a delayed and do not contain provisions for continuous basis pursuant to Rule 415 under the additional interest contemplated Securities Act, and pursuant to any method or combination of methods legally available (including, without limitation, an underwritten offering, a direct sale to Purchasers or a sale through brokers or agents, which may include sales over the internet). The Company shall use its commercially reasonable best efforts, subject to receipt of necessary information from the Purchasers, to have the Registration Statement declared effective by the Commission as soon as practicable and in Section 2(cany event within ninety (90) below days after the initial filing of the Registration Statement (such new debt securities hereinafter called the “Exchange SecuritiesEffectiveness Deadline”). The Issuer and In the Guarantor agree event that the Commission notifies the Company that not all of the Registrable Securities may be registered for resale pursuant to a Registration Statement on the form used by the Company, the Company shall use their its commercially reasonable best efforts to cause register, and have declared effective, the Exchange maximum percentage of Registrable Securities permitted to be included on such Registration Statement (distributed pro rata among the holders of the Registrable Securities on the basis of the number of Registrable Securities owned by such holders), and as soon as practicable thereafter, to become register the additional Registrable Securities on such additional Registration Statements as may be required to register the resale of all of the Registrable Securities. By 9:30 a.m. on the Business Day immediately following the Effective Date of the applicable Registration Statement, the Company shall file with the Commission in accordance with Rule 424 under the Securities Act the final prospectus to be used in connection with sales pursuant to such Registration Statement. In no event shall the Company include securities other than Registrable Securities on any Registration Statement filed pursuant to this Section 2 without the prior written consent of the Required Holders. The Company shall use its commercially reasonable best efforts to keep such Registration Statement continuously effective under the Securities Act as soon as practicable, but no later than 180 days after during the Closing Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Issuer and the Guarantor further agree to use their best efforts to commence and complete the Exchange Offer promptly, but no later than 45 days after such registration statement has become effective, hold the Exchange Offer open for at least 20 business days and exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been “completed” only if the debt securities and related guarantee received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuer having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Issuer having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 business days following the commencement of the Exchange Offer. The Issuer and the Guarantor agree (x) to include in the Exchange entire Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (y) to keep such Exchange Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 5(a), (c), (d) and (e) hereof.

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Issuer and the Guarantor agree Company agrees to use commercially reasonable efforts to file under the Securities Act, as soon as practicable, but no later than 90 days after the Closing Date, Act a registration statement relating to an offer to exchange (such registration statement, the “"Exchange Registration Statement”", and such offer, the “"Exchange Offer”") any and all of the Securities for a like aggregate principal amount of debt securities issued by the Issuer Company and guaranteed by the GuarantorGuarantors, which debt securities and guarantee guarantees are substantially identical to the Securities and the related GuaranteeGuarantees, respectively (and are entitled to the benefits of a trust indenture which is substantially identical to the Indenture or is the Indenture and which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest contemplated in Section 2(c) below (such new debt securities hereinafter called “"Exchange Securities”"). The Issuer and the Guarantor agree Company agrees to use their best commercially reasonable efforts to cause the Exchange Registration Statement to become effective under the Securities Act as soon as practicable, but no later than 180 days after the Closing DateAct. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Issuer and the Guarantor Company further agree agrees to use their best commercially reasonable efforts to commence and complete the Exchange Offer promptly, but no later than 45 60 days after such registration statement has become effectiveits commencement, hold the Exchange Offer open for at least 20 business days and exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been “"completed” " only if the debt securities and related guarantee guarantees received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuer Company having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Issuer Company having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 business days following the commencement of the Exchange Offer. The Issuer and the Guarantor agree Company agrees (x) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (y) to keep such Exchange Registration Statement effective for a period (the “"Resale Period”") beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 5(a6(a), (c), (d) and (e) hereof.

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Issuer Company and the Guarantor Guarantors agree to file under the Securities Act, as soon as practicable, but no later than 90 120 days after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the “Exchange Registration Statement”, and such offer, the “Exchange Offer”) any and all of the Registrable Securities for a like aggregate principal amount of debt securities issued by the Issuer Company and guaranteed by the GuarantorGuarantors, which debt securities and guarantee are substantially identical to the Securities and the related Guarantee, respectively (and are entitled to the benefits of a trust indenture which is substantially identical to the Indenture or is the Indenture and which has been qualified under the Trust Indenture ActAct (other than such changes to the Indenture or any such trust indenture as are necessary to comply with any requirements of the Commission to effect or maintain the qualification thereof under the Trust Indenture Act or which eliminate the transfer restrictions on the Securities or provisions for the payment of additional interest contemplated in Section 2(c) below)), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest contemplated in Section 2(c) below (such new debt securities hereinafter called “Exchange Securities”). The Issuer Company and the Guarantor Guarantors agree to use their best commercially reasonable efforts to cause the Exchange Registration Statement to become effective under the Securities Act as soon as practicable, but no later than 180 240 days after the Closing Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Issuer Company and the Guarantor Guarantors further agree to commence, and to use their best commercially reasonable efforts to commence and complete complete, the Exchange Offer promptly, but no later than 45 21 business days after such registration statement has become effectiveeffective or such later date as is required by the Securities Act, hold the Exchange Offer open for at least 20 business days and exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been “completed” only if the debt securities and related guarantee received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuer Company having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Issuer Company having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 business days following the commencement of the Exchange Offer. The Issuer Company and the Guarantor Guarantors agree (x) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (y) to use their commercially reasonable efforts to keep such Exchange Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers are no longer own any Registrable required to comply with the prospectus delivery requirements in connection with offers and sales of the Exchange Securities. With respect to such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 5(a6(a), (c), (d) and (e) hereof.

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Issuer Company and the Guarantor agree to file under the Securities Act, as soon as practicable, but no later than 90 days after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the “"Exchange Registration Statement”", and such offer, the “"Exchange Offer”") any and all of the Securities for a like aggregate principal amount of debt securities issued by the Issuer Company and guaranteed by the Guarantor, which debt securities and guarantee are substantially identical to the Securities and the related Guarantee, respectively (and are entitled to the benefits of a trust indenture which is substantially identical to the Indenture or is the Indenture and which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest Special Interest contemplated in Section 2(c) below (such new debt securities hereinafter called “"Exchange Securities”"). The Issuer Each of the Company and the Guarantor agree agrees to use their its reasonable best efforts to cause the Exchange Registration Statement to become effective under the Securities Act as soon as practicable, but no later than 180 days after the Closing Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply in all material respects with all applicable tender offer rules and regulations under the Exchange Act. The Issuer Each of the Company and the Guarantor further agree agrees to use their its best efforts to commence and complete the Exchange Offer promptly, but no later than 45 days after such registration statement has become effective, hold the Exchange Offer open for at least 20 business 30 days and exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been “"completed” " only if the debt securities and related guarantee received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuer Company and the Guarantor having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Issuer Company and the Guarantor having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 business 30 days following the commencement of the Exchange Offer. The Issuer Company and the Guarantor agree (x) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (y) to keep such Exchange Registration Statement effective for a period (the “"Resale Period”") beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 5(a6(a), (c), (d) and (e) hereof.

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Issuer If FBS and the Guarantor agree to Trust file under the Securities Act, as soon as practicable, but no later than 90 days after the Closing Date, a registration statement relating pursuant to Section 2(a) of the Capital Securities Exchange and Registration Rights Agreement, then FBS and the Trust agree, jointly and severally, to include in such registration statement an offer to exchange (such registration statement, the “Exchange Registration Statement”, and such offer, the “"Exchange Offer”") any and all of the Securities Debentures for a like aggregate principal amount of debt securities issued by the Issuer and guaranteed by the Guarantor, a new series of junior subordinated deferrable interest debentures of FBS which debt securities and guarantee are substantially identical to the Securities and the related Guarantee, respectively Debentures (and which are entitled to the benefits of a trust indenture which is substantially identical to the Indenture or is the Indenture and which has been will be qualified under the Trust Indenture Act), ) except that they have been registered pursuant to an effective registration statement under the Securities Act and do such new debentures will not contain provisions for Special Interest or provisions restricting transfer in the additional interest contemplated in Section 2(c) below absence of registration under the Securities Act (such new debt securities debentures hereinafter called “"Exchange Debentures"). Such registration statement shall also relate to, and the consummation of the Exchange Offer shall be conditioned upon the consummation of, an offer to exchange the Securities for substantially identical capital securities of the Trust pursuant to the Capital Securities Exchange and Registration Rights Agreement (the "Exchange Securities”") and to an offer to exchange the Guarantee for a substantially identical guarantee of FBS pursuant to the Guarantee Exchange and Registration Rights Agreement (the "Exchange Guarantee"). The Issuer FBS and the Guarantor agree Trust agree, jointly and severally, to use their reasonable best efforts to cause the Exchange Registration Statement such registration statement to become effective under the Securities Act as soon as practicable, but no later than 180 days after the Closing Datepracticable thereafter. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Issuer and the Guarantor further agree to use their best efforts to commence and complete the Exchange Offer promptly, but no later than 45 days after such registration statement has become effective, hold the Exchange Offer open for at least 20 business days and exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been “completed” only if the debt securities and related guarantee received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of Americaform. The Exchange Offer shall be deemed to have been completed upon the earlier to occur completion of (i) the Issuer having exchanged exchange of the Exchange Securities Debentures for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Issuer having exchanged, Debentures pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 business days following the commencement of the Exchange Offer. The Issuer and the Guarantor agree (x) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (y) to keep such Exchange Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 5(a), (c), (d) and (e) hereof.

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Issuer Company and the Guarantor Guarantors agree to file under the Securities Act, as soon as practicable, but no later than 90 days after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the “Exchange Registration Statement”, and such offer, the “Exchange Offer”) any and all of the Securities for a like aggregate principal amount of debt securities issued by the Issuer Company and guaranteed by the GuarantorGuarantors, which debt securities and guarantee guarantees are substantially identical to the Securities and the related GuaranteeGuarantees, respectively (and are entitled to the benefits of a trust indenture which is substantially identical to the Indenture or is the Indenture and which has been qualified under the Trust Indenture ActIndenture), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest Special Interest contemplated in Section 2(c) below (such new debt securities hereinafter called “Exchange Securities”). The Issuer Company and the Guarantor Guarantors agree to use their best all commercially reasonable efforts to cause the Exchange Registration Statement to become effective under the Securities Act as soon as practicable, but no later than 180 days after the Closing Date, which may be extended for an additional 60 days if the sole reason for the Exchange Offer Registration Statement not becoming declared effective is the result of the failure of the Company and the Guarantors to obtain necessary approvals of the MGCB despite using all commercially reasonable efforts, commencing on the date hereof, to obtain such approvals; provided, that during such extension the Company and the Guarantors shall continue to use their commercially reasonable efforts to obtain such approvals promptly. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Issuer and the Guarantor further agree to use their best efforts to commence and complete Unless the Exchange Offer promptlywould not be permitted by applicable law or Commission policy, the Company further agrees to use all commercially reasonable efforts to (i) commence the Exchange Offer promptly (but no later than 45 days after 10 Business Days) following the Effective Time of such registration statement has become effectiveExchange Registration Statement, (ii) hold the Exchange Offer open for at least 20 business days Business Days in accordance with Regulation 14E promulgated by the Commission under the Exchange Act and (iii) exchange Exchange Securities for all Registrable Securities that have been properly validly tendered and not properly withdrawn on or prior to promptly following the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been “completed” only (i) if the debt securities and related guarantee guarantees received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuer having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer America and (ii) upon the Issuer Company having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly validly tendered and not properly withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 business days and not more than 30 Business Days following the commencement of the Exchange Offer. The Issuer Company and the Guarantor Guarantors agree (x) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (y) to keep such Exchange Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 5(aSubsections 6(a), (c), (d) and (e) hereof).

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) belowTo the extent not prohibited by any applicable law or applicable interpretations of the Staff, the Issuer Company and the Guarantor agree Guarantors shall use their reasonable best efforts to (i) cause to be filed on or prior to the six (6) month anniversary of the first Closing Date (as defined in the Purchase Agreement) and cause to be declared effective by the SEC as soon as practicable and not later than the nine (9) month anniversary of the first Closing Date an Exchange Offer Registration Statement covering an offer to the Holders to exchange all the Registrable Securities for Exchange Securities; provided, however, that in the event that not all of the $100,000,000 aggregate principal amount of Securities were issued pursuant to the terms of the Purchase Agreement prior to the date the Exchange Offer Registration Statement becomes effective (it being understood and agreed that in the event of the issuance of additional Securities following the filing of such Exchange Offer Registration Statement and before the effectiveness of such Exchange Offer Registration Statement, the Company and the Guarantors shall amend such Exchange offer Registration Statement to cover such additional Securities), the Company and the Guarantors shall, to the extent permitted, amend the initial Exchange Offer Registration Statement to cover such additional issuance(s) of Registrable Securities by filing a post-effective amendment to the initial Exchange Offer Registration Statement to cover any such additional Securities (and if not so permitted, to file under an additional Exchange Offer Registration Statement to cover the Registrable Securities Act, issued but not covered by the initial Exchange Offer Registration Statement filed by the Company and the Guarantors). The Company and the Guarantors shall use reasonable best efforts (i) to file such post-effective amendment or additional Exchange Offer Registration Statement as soon as practicable, but no and in the case of such a post-effective amendment, not later than 90 fifteen (15) days after the Closing Dateissuance of the applicable additional Securities, a registration statement relating to and, in the case of an offer to exchange (such registration statement, the “additional Exchange Offer Registration Statement”, and such offer, not later than the “Exchange Offer”fifteen (15) any and all day anniversary of the date of the final issuance of Securities for a like aggregate principal amount of debt securities issued under the Purchase Agreement and (ii) to cause to be declared effective by the Issuer and guaranteed by the Guarantor, which debt securities and guarantee are substantially identical to the Securities and the related Guarantee, respectively (and are entitled to the benefits of a trust indenture which is substantially identical to the Indenture or is the Indenture and which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest contemplated in Section 2(c) below (such new debt securities hereinafter called “Exchange Securities”). The Issuer and the Guarantor agree to use their best efforts to cause the Exchange Registration Statement to become effective under the Securities Act SEC as soon as practicable, but no and in the case of such a post-effective amendment, not later than 180 forty-five (45) days after the Closing Dateissuance of the applicable additional Securities, and, in the case of an additional Exchange Offer Registration Statement, not later than the forty-five (45) day anniversary of the date of the final issuance of Securities under the Purchase Agreement. The Company and the Guarantors shall commence each applicable Exchange Offer will be registered under promptly after the Securities Act on applicable post-effective amendment or Exchange Offer Registration Statement is declared effective by the appropriate form SEC and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Issuer and the Guarantor further agree to use their reasonable best efforts to commence and complete the such Exchange Offer promptly, but no not later than 45 60 days after such registration statement has become effective, hold effective date. The Company and the Guarantors shall commence each applicable Exchange Offer open for at least 20 business days by mailing the related Prospectus, appropriate letters of transmittal and exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior other accompanying documents to the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been “completed” only if the debt securities and related guarantee received by holders other than Restricted Holders each applicable Holder stating, in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuer having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Issuer having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 business days following the commencement of the Exchange Offer. The Issuer and the Guarantor agree (x) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (y) to keep such Exchange Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect addition to such Exchange Registration Statementother disclosures as are required by applicable law, such holders shall have substantially the benefit of the rights of indemnification and contribution set forth in Sections 5(a), (c), (d) and (e) hereof.following:

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Issuer and the Guarantor agree Company agrees to file under the Securities Act, as soon as practicable, but no later than 90 days after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the “"Exchange Registration Statement”", and such offer, the “"Exchange Offer”") any and all of the Securities for a like aggregate principal amount of debt securities issued by the Issuer Company and guaranteed by the GuarantorSubsidiary Guarantors, which debt securities and guarantee guarantees are substantially identical to the Securities and the related GuaranteeSubsidiary Guarantees, respectively (and are entitled to the benefits of a trust indenture which is substantially identical to the Indenture or is the Indenture and which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest contemplated in Section 2(c) below (such new debt securities hereinafter called “"Exchange Securities”"). The Issuer Company and the Guarantor Subsidiary Guarantors agree to use their reasonable best efforts to cause the Exchange Registration Statement to become effective under the Securities Act as soon as practicable, but no later than 180 days after the Closing Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Issuer Company and the Guarantor Subsidiary Guarantors further agree to use their reasonable best efforts to (i) commence and complete the Exchange Offer promptlyon or prior to 30 business days, but no later than 45 days or longer, if required by the federal securities laws, after such registration statement has become effective, (ii) hold the Exchange Offer open for at least 20 business 30 days and (iii) exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been “"completed” " only if the debt securities and related guarantee guarantees received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under further compliance with Section 5 of the Securities Act and (except for the requirement to deliver a prospectus included in the Exchange Act Registration Statement applicable to resales by broker-dealers of Exchange Securities received by such broker-dealer pursuant to an Exchange Offer in exchange for Registrable Securities other than those acquired by the broker-dealer directly from the Company) and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuer Company having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Issuer Company having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 business 30 days following the commencement of the Exchange Offer. The Issuer and the Guarantor agree Company agrees (x) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer (where such Exchange Security was received by a broker-dealer in an Exchange Offer in exchange for a Registrable Security that was acquired by such broker-dealer for its own account as a result of market-making or other trading activities, so long as such Registrable Security was not acquired directly from the Company or an affiliate of the Company) and (y) to keep such Exchange Registration Statement effective for a period (the “"Resale Period”") beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 5(a6(a), (c), (d) and (e) hereof.

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Issuer Company and the Guarantor Guarantors agree to file under the Securities Act, as soon as practicable, but no later than 90 days after the Closing DateOctober 27, 2010, a registration statement relating to an offer to exchange (such registration statement, the “Exchange Registration Statement”, and such offer, the “Exchange Offer”) any and all of the Securities for a like aggregate principal amount of debt securities issued by the Issuer Company and guaranteed by the GuarantorGuarantors, which debt securities and guarantee guarantees are substantially identical to the Securities and the related GuaranteeGuarantees, respectively (and are entitled to the benefits of a trust indenture which is substantially identical to the Indenture or is the Indenture and Indenture, which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest contemplated in Section 2(c) below (such new debt securities hereinafter called “Exchange Securities”). The Issuer Company and the Guarantor Guarantors agree to use their best all commercially reasonable efforts to (i) obtain as promptly as practicable all financial statements of the Company and its subsidiaries (including the financial statements of any acquired entities and related pro forma financial statements) required to be included in such filing, and (ii) cause the Exchange Registration Statement to become effective under the Securities Act as soon promptly as practicable, but in any event no later than 180 days after the Closing DateNovember 10, 2010. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Issuer and the Guarantor further agree to use their best efforts to commence and complete Unless the Exchange Offer promptlywould not be permitted by applicable law or Commission policy, the Company further agrees to use all commercially reasonable efforts to (i) commence the Exchange Offer promptly (but no later than 45 days after 8 business days) following the Effective Time of such registration statement has become effectiveExchange Registration Statement, (ii) hold the Exchange Offer open for at least 20 business days in accordance with Regulation 14E promulgated by the Commission under the Exchange Act and (iii) exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to promptly following the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been “completed” only if the debt securities and related guarantee guarantees received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuer Company’s having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Issuer Company’s having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 and not more than 30 business days following the commencement of the Exchange Offer. The Issuer Company and the Guarantor Guarantors agree (x) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer or is otherwise subject to prospectus delivery requirements and (y) to use all commercially reasonable efforts to keep such Exchange Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 5(a6(a), (c), (d) and (e) hereof.

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Issuer and the Guarantor agree Company agrees to file under the Securities Act, as soon as practicable, but no later than 90 days after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the “"Exchange Registration Statement”", and such offer, the “"Exchange Offer”") any and all of the Securities for a like aggregate principal amount of debt securities issued by the Issuer Company and guaranteed by the GuarantorGuarantors, which debt securities and guarantee guarantees are substantially identical to the Securities and the related GuaranteeGuarantees, respectively (and are entitled to the benefits of a trust indenture which is substantially identical to the Indenture or is the Indenture and which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest contemplated in Section 2(c) below (such new debt securities hereinafter called “"Exchange Securities”"). The Issuer and the Guarantor agree Company agrees to use their best all commercially reasonable efforts to cause the Exchange Registration Statement to become effective under the Securities Act as soon as practicable, but no later than 180 days after the Closing Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Issuer and the Guarantor Company further agree agrees to use their best all commercially reasonable efforts to commence and complete the Exchange Offer promptly, but no later than 45 225 days after such registration statement has become effectivethe issuance of the Securities, hold the Exchange Offer open for at least 20 business 30 days and exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been “"completed” " only if the debt securities and related guarantee guarantees received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuer Company having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Issuer Company having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 business 30 days following the commencement of the Exchange Offer. The Issuer and the Guarantor agree Company agrees (x) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (y) to keep such Exchange Registration Statement effective for a period (the “"Resale Period”") beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange EXECUTION COPY Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 5(a6(a), (c), (d) and (e) hereof.

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Issuer Company and the Guarantor Guarantors agree to use commercially reasonable efforts, and not later than September 21, 2011, to file under the Securities Act, as soon as practicable, but no later than 90 days after the Closing Date, Act a registration statement or to amend a previously filed registration statement filed pursuant to the Initial Registration Rights Agreement relating to an offer to exchange (such registration statement, the “Exchange Registration Statement”, and such offer, the “Exchange Offer”) any and all of the Securities for a like aggregate principal amount of debt securities issued by the Issuer Company and guaranteed by the GuarantorGuarantors, which debt securities and guarantee are guarantees will be substantially identical to the Securities and the related GuaranteeGuarantees, respectively (and are entitled to the benefits of a trust indenture which is substantially identical to the Indenture or is the Indenture and which has been qualified under the Trust Indenture ActIndenture), except that they have been registered pursuant to an effective registration statement under the Securities Act and do will not contain provisions for the additional interest Special Interest contemplated in Section 2(c) below (such new debt securities hereinafter called “Exchange Securities”). The Issuer Company and the Guarantor Guarantors agree to use their best commercially reasonable efforts to cause the Exchange Registration Statement to become effective under the Securities Act as soon as practicable, but no later than 180 days after the Closing DateNovember 20, 2011. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Issuer and the Guarantor further agree to use their best efforts to commence and complete Unless the Exchange Offer promptlywould not be permitted by applicable law or Commission policy, the Company further agrees to use commercially reasonable efforts to (i) commence the Exchange Offer promptly (but no later than 45 days after 10 Business Days) following the Effective Time of such registration statement has become effectiveExchange Registration Statement, (ii) hold the Exchange Offer open for at least 20 business days Business Days in accordance with Regulation 14E promulgated by the Commission under the Exchange Act and (iii) exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to promptly following the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been “completed” only (i) if the debt securities and related guarantee guarantees received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuer having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) upon the Issuer Company having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 business days and not more than 30 Business Days following the commencement of the Exchange Offer. The Issuer Company and the Guarantor agree Guarantors agree, that upon request, they will (x) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (y) to keep such Exchange Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 5(aSubsections 6(a), (c), (d) and (e) hereof).

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Issuer and the Guarantor agree to file under the Securities Act, as soon as practicable, but no later than 90 days after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the “"Exchange Registration Statement”", and such offer, the “"Exchange Offer”") any and all of the Securities for a like aggregate principal amount of debt securities issued by the Issuer and guaranteed by the Guarantor, which debt securities and guarantee are substantially identical to the Securities and the related Guarantee, respectively (and are entitled to the benefits of a trust indenture which is substantially identical to the Indenture or is the Indenture and which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest contemplated in Section 2(c) below (such new debt securities hereinafter called “"Exchange Securities”"). The Issuer and the Guarantor agree to use their best efforts to cause the Exchange Registration Statement to become effective under the Securities Act as soon as practicable, but no later than 180 days after the Closing Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Issuer and the Guarantor further agree to use their best efforts to commence and complete the Exchange Offer promptly, but no later than 45 days after such registration statement has become effective, hold the Exchange Offer open for at least 20 business days and exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been “"completed” " only if the debt securities and related guarantee received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuer having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Issuer having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 business days following the commencement of the Exchange Offer. The Issuer and the Guarantor agree (x) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (y) to keep such Exchange Registration Statement effective for a period (the “"Resale Period”") beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 5(a), (c), (d) and (e) hereof.

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Issuer Company and the Guarantor Guarantors agree to use their best efforts to file under the Securities Act, Act as soon as practicable, but no later than 90 days practicable after the Closing Date, a registration statement but in no event later than 60 days after such date, an Exchange Offer Registration Statement relating to an offer by the Company and the Guarantors to exchange (such registration statement, the “Exchange Registration Statement”, and such offer, the “"Exchange Offer”") (i) any and all of the Securities Notes for a like aggregate principal amount of debt securities notes issued by the Issuer Company, which notes are identical in all material respects to the Notes (the "Exchange Notes"), except that the Exchange Notes have been registered pursuant to an effective registration statement under the Securities Act, do not contain restrictions on transfers (except as they may be held by Restricted Holders) and guaranteed provide for the additional interest contemplated in Section 2(d) below for any periods before such exchange and (ii) any and all of the Guarantees for like guarantees by the GuarantorGuarantors, which debt securities and guarantee guarantees are substantially identical to the Securities Guarantees (the "Exchange Guarantees," and together with the related GuaranteeExchange Notes, respectively (and are entitled to the benefits of a trust indenture which is substantially identical to the Indenture or is the Indenture and which has been qualified under the Trust Indenture Act), "Exchange Securities") except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest contemplated in Section 2(c) below (such new debt securities hereinafter called “Exchange Securities”)restrictions on transfers. The Issuer Company and the Guarantor Guarantors agree to use their best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act as soon as practicable, practicable after the filing of the Exchange Offer Registration Statement but in no event later than 180 120 days after the Closing Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer and other rules and regulations under the Exchange Act. The Issuer Company and the Guarantor Guarantors further agree to use their best efforts to commence and complete consummate the Exchange Offer promptly, but no later than 45 days promptly after such registration statement the Exchange Offer Registration Statement has become effective, hold the Exchange Offer open for at least not less than 20 business days Business Days (or longer, if required by applicable law) after the date notice of the Exchange Offer has been mailed to Holders and exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange OfferOffer and to consummate such Exchange Offer within 150 days after the Closing Date. The Exchange Offer will be deemed to have been “completed” completed only if the debt securities and related guarantee Exchange Securities received by holders Holders other than Restricted Holders in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder Holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) Company and the Issuer having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Issuer Guarantors having exchanged, pursuant to the Exchange Offer, the Exchange Securities for all Registrable Securities that have been outstanding Securities, pursuant to the Exchange Offer, properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least not less than 20 business days Business Days (or longer, if required by applicable law) following the commencement of the Exchange Offer. The Issuer Company and the Guarantor agree (x) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (y) to keep such Exchange Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Securities are first issued in Guarantors shall commence the Exchange Offer by mailing the related exchange offer Prospectus and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect accompanying documents to each Holder stating, in addition to such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 5(a), (c), (d) and (e) hereof.other disclosures as are required by applicable law:

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Issuer and the Guarantor Issuers agree to file under the Securities Act, as soon as practicable, but no later than 90 Act on or prior to 180 days after the Closing Date, a registration statement on Form S-4/F-9 (which shall include a Canadian Prospectus in the form of a base shelf prospectus contemplated by National Instrument 44-102—Shelf Distributions (“National Instrument 44-102”) or a short form prospectus or other appropriate form, prepared and filed with the OSC) relating to an offer to exchange (such registration statement, the “Exchange Registration Statement”, and such offer, the “Exchange Offer”) (i) any and all of the Securities 2014 Notes and any and all of the 2016 Notes for a like aggregate principal amount of debt securities issued by the Issuer Company and (ii) any and all of the 2021 Notes and any and all of the 2041 Notes for a like aggregate principal amount of debt securities issued by BNAF and guaranteed by the GuarantorCompany, which debt securities and, in the case of the guarantees of the debt securities issued in exchange for the 2021 Notes and guarantee the 2041 Notes, respectively, which guarantees are substantially identical to the Securities applicable Notes and the related Guarantee, respectively applicable Guarantees (and are entitled to the benefits of a trust indenture which is substantially identical to the Indenture or is the Indenture and which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest contemplated in Section 2(c) below (such new debt securities securities, together with the guarantees, hereinafter called “Exchange Securities”). The Issuer Exchange Securities will be issued as evidence of the same continuing indebtedness of the Issuers and will not constitute the Guarantor creation of new indebtedness. The Issuers agree to use their best respective commercially reasonable efforts to cause the Exchange Registration Statement to become effective under the Securities Act as soon as practicable, but no later than 180 on or prior to 270 days after the Closing Date. The Notwithstanding the foregoing, if the Issuers are not then eligible to file the Exchange Offer will be registered Registration Statement or the filing of an Exchange Registration Statement is prohibited by any applicable law or applicable interpretation of the staff of the Commission or the OSC, the Issuers shall then, to the extent not prohibited by applicable law or applicable interpretation of the staff of the Commission or the OSC, prepare and file an Exchange Registration Statement on Form S-4 or another appropriate form permitting registration of the Transfer Restricted Securities under the Securities Act on and in accordance with the appropriate form methods of distribution elected by the holders and will comply with all applicable tender offer rules and regulations under set forth in the Exchange ActRegistration Statement. The Issuer and the Guarantor Issuers further agree to use their best commercially reasonable efforts to commence and complete the Exchange Offer promptly, but no later than 45 on or prior to 60 business days after such registration statement has become effective, hold the Exchange Offer open for at least not less than 20 business days and exchange Exchange Securities for all Registrable Transfer Restricted Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been “completed” only if the debt securities and related guarantee Exchange Securities received by holders other than Restricted Holders in the Exchange Offer for Registrable Transfer Restricted Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of AmericaStates. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuer Issuers having exchanged the Exchange Securities for all outstanding Registrable Transfer Restricted Securities pursuant to the Exchange Offer and (ii) the Issuer Issuers having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Transfer Restricted Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least not less than 20 business days following the commencement of the Exchange Offer. The Issuer and the Guarantor Issuers agree (x) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer that has acquired such Transfer Restricted Securities for its own account as a result of market-making activities or other trading activities and not directly from an Issuer, and (y) to keep such Exchange Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Transfer Restricted Securities, other than Transfer Restricted Securities acquired from an Issuer. With respect to such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 5(a6(a), (c), (d) and (e) hereof.

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Issuer and the Guarantor agree Company agrees to file under the Securities Act, as soon as practicable, but no later than 90 days after the Closing DateMay 1, 2005, a registration statement relating to an offer to exchange (such registration statement, the “"Exchange Registration Statement”", and such offer, the “"Exchange Offer”") any and all of the Securities for a like aggregate principal amount of debt securities issued by the Issuer and guaranteed by the GuarantorCompany, which debt securities and guarantee are substantially identical to the Securities and the related Guarantee, respectively (and are entitled to the benefits of a trust indenture which is substantially identical to the Indenture or is the Indenture and which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest contemplated in Section 2(c2(d) below (such new debt securities hereinafter called “"Exchange Securities”"). The Issuer and the Guarantor agree Company agrees to use their best all commercially reasonable efforts to cause the Exchange Registration Statement to become effective under the Securities Act as soon as practicable, but no later than 180 days after the Closing DateJuly 1, 2005. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Issuer and the Guarantor Company further agree agrees to use their best all commercially reasonable efforts to commence and complete the Exchange Offer promptly, but no later than 45 days after such registration statement has become effective, hold the Exchange Offer open for at least 20 business 30 days and exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been “"completed” " only if the debt securities and related guarantee received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuer Company having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Issuer Company having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 business 30 days following the commencement of the Exchange Offer. The Issuer and the Guarantor agree Company agrees (x) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (y) to keep such Exchange Registration Statement effective (other than during any Blackout Period) for a period (the “"Resale Period”") beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th 90th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 5(a6(a), (c), (d) and (e) hereof.

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Issuer and the Guarantor agree agrees to file under the Securities Act, as soon as practicable, but no later than 90 days after the Closing Request Date, a registration statement relating to an offer to exchange (such registration statement, the “Exchange Registration Statement”, ,” and such offer, the “Exchange Offer”) any and all of the Securities for a like aggregate principal amount of debt securities issued by the Issuer and guaranteed by the GuarantorGuarantors, which debt securities and guarantee are substantially identical to the Securities and the related Guarantee, respectively (and are entitled to the benefits of a trust indenture which is substantially identical to the Indenture or is the Indenture and which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest contemplated in Section 2(c) below (such new debt securities hereinafter called “Exchange Securities”). The Issuer and the Guarantor agree agrees to use their best all commercially reasonable efforts to cause the Exchange Registration Statement to become effective under the Securities Act as soon as practicable, but no later than 180 90 days after the Closing Datefiling of the Exchange Registration Statement (or 180 days if the Exchange Registration Statement is subject to review by the Commission). The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Issuer and the Guarantor further agree to use their best efforts to commence and complete Unless the Exchange Offer promptlywould not be permitted by applicable law or Commission policy, the Issuer further agrees to use all commercially reasonable efforts to (i) commence the Exchange Offer promptly (but no later than 45 days after 10 Business Days) following the Effective Time of such registration statement has become effectiveExchange Registration Statement, (ii) hold the Exchange Offer open for at least 20 business days Business Days in accordance with Regulation 14E promulgated by the Commission under the Exchange Act and (iii) exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to promptly following the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been “completed” only if the debt securities and related guarantee received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuer having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Issuer having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 business days Business Days following the commencement of the Exchange Offer. The Issuer and the Guarantor agree agrees (x) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (y) to keep such Exchange Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th 90th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 5(aSubsections 6(a), (c), (d) and (e) hereof).

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Issuer Company and the Guarantor Guarantors agree to file under the Securities Act, as soon as practicable, but no later than 90 days after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the “Exchange Registration Statement”, and such offer, the “Exchange Offer”) any and all of the Securities for a like aggregate principal amount of debt securities issued by the Issuer Company and guaranteed by the GuarantorGuarantors, which debt securities and guarantee guarantees are substantially identical to the Securities and the related GuaranteeGuarantees, respectively (and are entitled to the benefits of a trust indenture which is substantially identical to the Indenture or is the Indenture and which has been qualified under the Trust Indenture ActIndenture), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest Special Interest contemplated in Section 2(c) below (such new debt securities hereinafter called “Exchange Securities”). The Issuer Company and the Guarantor Guarantors agree to use their best all commercially reasonable efforts to cause the Exchange Registration Statement to become effective under the Securities Act as soon as practicable, but no later than 180 365 days after the Closing Date; provided, that if on or prior to 270 days after the Closing Date the Company has not received all regulatory or other approvals necessary for each Limited Guarantor (as defined in the Indenture), to provide a Full and Unconditional (as defined in the Indenture) guarantee of the obligations of the Company under the Securities and the Indenture incurred on the date of the Indenture (and any related Exchange Securities issued pursuant to this Agreement) and has provided an officer’s certificate to the Trustee stating that the Company has complied with its obligations under Section 4.22 of the Indenture, this deadline shall be extended by 90 days. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Issuer and the Guarantor further agree to use their best efforts to commence and complete Unless the Exchange Offer promptlywould not be permitted by applicable law or Commission policy, the Company further agrees to use all commercially reasonable efforts to (i) commence the Exchange Offer promptly (but no later than 45 days after 10 Business Days) following the Effective Time of such registration statement has become effectiveExchange Registration Statement, (ii) hold the Exchange Offer open for at least 20 business days Business Days in accordance with Regulation 14E promulgated by the Commission under the Exchange Act and (iii) exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to promptly following the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been “completed” only (i) if the debt securities and related guarantee guarantees received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuer having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer America and (ii) upon the Issuer Company having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 business days and not more than 30 Business Days following the commencement of the Exchange Offer. The Issuer Company and the Guarantor Guarantors agree (x) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (y) to keep such Exchange Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 5(aSubsections 6(a), (c), (d) and (e) hereof).

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Issuer Company and the Guarantor Guarantors agree to use their respective commercially reasonable efforts to file under the Securities Act, as soon as practicable, but no later than 90 days after the Closing Date, Act a registration statement relating to an offer to exchange any and all of the Initial Securities that constitute Registrable Securities (such registration statement, the “Exchange Registration Statement”, and such offer, the “Exchange Offer”) any and all of the Securities for a like aggregate principal amount of debt securities issued by the Issuer Company and guaranteed by the GuarantorGuarantors, which debt securities and guarantee guarantees are substantially identical to the Securities Initial Notes and the related GuaranteeInitial Guarantees, respectively (and are entitled to the benefits of a trust indenture which is substantially identical to the Indenture or is the Indenture and which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain restrictions on transfer or provisions for the additional interest contemplated in Section 2(c) below or the liquidated damages provided in Section 2(d) below (such new debt securities securities, including their related guarantees, hereinafter called “Exchange Securities”). The Issuer Company and the Guarantor Guarantors agree to use their best respective commercially reasonable efforts to cause the Exchange Registration Statement to become effective under the Securities Act as soon as practicable, but no later than 180 within 270 days after the Closing Date. The Exchange Offer will be registered under the Securities Act on the appropriate form to effect the registration of the Exchange Securities and to permit resales by broker-dealers as contemplated herein, and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Issuer and the Guarantor Company further agree agrees to use their best its commercially reasonable efforts to commence and complete the Exchange Offer promptly, but no later than 45 days promptly after such registration statement has become the Exchange Registration Statement becomes effective, hold the Exchange Offer open for the period required by applicable law (including pursuant to any applicable interpretation by the staff of the Commission), but in any event for at least 20 business days days, and exchange the Exchange Securities for all Registrable Securities that have been properly validly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been “completed” only if If the debt securities and related guarantee received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuer having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Issuer having exchanged, pursuant to Company commences the Exchange Offer, the Company shall close the Exchange Securities for Offer as soon as practicable, provided that the Company has accepted all the Registrable Securities that have been properly validly tendered and not validly withdrawn before in accordance with the expiration of the Exchange Offer, which shall be on a date that is at least 20 business days following the commencement terms of the Exchange Offer. The Issuer Company and the Guarantor Guarantors agree (x) to include in the Exchange Registration Statement a prospectus (including a “Plan of Distribution” section which contains all information with respect to resales by broker-dealers required by the Commission, but which shall not name or disclose the amount of Registrable Securities held by any broker-dealer) for use in any resales by any holder of Exchange Securities that is a broker-dealer and (y) to keep such Exchange Registration Statement effective for a period (the “Resale Period”) beginning when the Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th 90th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect Each holder participating in the Exchange Offer shall be required to represent to the Company that (i) any Exchange Securities received by such holder will be acquired in the ordinary course of business, (ii) at the time of the commencement of the Exchange Offer such holder has no arrangements or understanding with any person to participate in the distribution of the Initial Securities or the Exchange Securities within the meaning of the Securities Act, (iii) such holder is not an “affiliate,” as defined in Rule 405 of the Securities Act, of the Company, or if it is such an “affiliate,” it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable, (iv) if such holder is not a broker-dealer, that it is not engaged in, and does not intend to engage in, the distribution of the Exchange Securities, (v) if such holder is a broker-dealer, that it will receive the Exchange Securities for its own account in exchange for Initial Securities that were acquired as a result of market-making activities or other trading activities (other than Initial Securities acquired directly from the Company or any of its affiliates) and that it will deliver a prospectus in connection with any resale of such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 5(a), (c), (d) Securities and (evi) hereofsuch holder is not acting on behalf of any person who could not truthfully make the foregoing representations.

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Issuer and the Guarantor agree Company agrees to file under the Securities Act, as soon as practicable, but Act no later than 90 120 days after the Closing DateDate (or if such date is not a business day, the next succeeding business day), a registration statement relating to an offer to exchange (such registration statement, the “"Exchange Registration Statement”", and such offer, the “"Exchange Offer”") any and all of the Securities for a like aggregate principal amount of debt securities issued by the Issuer Company and guaranteed by the GuarantorGuarantors, which debt securities and guarantee related guarantees are substantially identical to the Securities and the related Guarantee, respectively (and are entitled to the benefits of a trust indenture which is substantially identical to the Indenture or is the Indenture and which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest contemplated in Section 2(c) below (such new debt securities hereinafter called “"Exchange Securities”"). The Issuer and the Guarantor agree Company agrees to use their its best efforts to cause the Exchange Registration Statement to become effective under the Securities Act as soon as practicable, but no later than 180 days after the Closing DateDate (or if such date is not a business day, the next succeeding business day). The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Issuer and the Guarantor Company further agree agrees to use their its best efforts to commence and complete the Exchange Offer promptly, but no later than 45 days after such registration statement has become effectiveeffective (or if such date is not a business day, the next succeeding business day), hold the Exchange Offer open for at least 20 business days and exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been “"completed” " only if the debt securities and related guarantee guarantees received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuer Company having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Issuer Company having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 business days following the commencement of the Exchange Offer. The Issuer and the Guarantor agree Company agrees (x) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (y) to keep such Exchange Registration Statement effective for a period (the “"Resale Period”") beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 5(a6(a), (c), (d) and (e) hereof.

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Issuer Company and the Guarantor Guarantors agree to use commercially reasonable efforts to file under with the Securities ActCommission, as soon as practicable, but no later than 90 300 days after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the “Exchange Registration Statement”, and such offer, the “Exchange Offer”) any and all of the Securities for a like aggregate principal amount of debt securities issued by the Issuer Company and guaranteed by the GuarantorGuarantors, which debt securities and guarantee guarantees are substantially identical to the Securities and the related Guarantee, respectively (and are entitled to the benefits of a trust indenture which is substantially identical to the Indenture or is the Indenture and which has been qualified under the Trust Indenture ActIndenture), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest Special Interest contemplated in Section 2(c) below (such new debt securities hereinafter called “Exchange Securities”). The Issuer Company and the Guarantor Guarantors agree to use their best commercially reasonable efforts to cause the Exchange Registration Statement to become effective under the Securities Act as soon as practicable, but no later than 180 365 days after the Closing Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Issuer and the Guarantor further agree to use their best efforts to commence and complete Unless the Exchange Offer promptlywould not be permitted by applicable law or Commission policy, the Company further agrees to use commercially reasonable efforts to (i) commence the Exchange Offer promptly (but no later than 45 days after 10 Business Days) following the Effective Time of such registration statement has become effectiveExchange Registration Statement, (ii) hold the Exchange Offer open for at least 20 business days Business Days in accordance with Regulation 14E promulgated by the Commission under the Exchange Act and (iii) exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to promptly following the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been “completed” only (i) if the debt securities and related guarantee the Guarantees received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuer having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer America and (ii) upon the Issuer Company having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 business days and not more than 30 Business Days following the commencement of the Exchange Offer. The Issuer Company and the Guarantor Guarantors agree (x) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (y) to keep such Exchange Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers are no longer own any required to deliver a prospectus in connection with the resale of Registrable Securities. With respect to such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 5(aSubsections 6(a), (c), (d) and (e) hereof).

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Issuer and the Guarantor agree Company agrees to file under the Securities Act, as soon as practicable, but Act no later than 90 180 days after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the “"Exchange Registration Statement”", and such offer, the “"Exchange Offer”") any and all of the Securities for a like aggregate principal amount of debt securities issued by the Issuer and guaranteed by the GuarantorCompany, which debt securities and guarantee are substantially identical to the Securities and the related Guarantee, respectively (and are entitled to the benefits of a trust indenture which is substantially identical to the Indenture or is the Indenture and which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest contemplated in Section 2(c) below (such new debt securities hereinafter called “"Exchange Securities”"). The Issuer and the Guarantor agree Company agrees to use their best all commercially reasonable efforts to cause the Exchange Registration Statement to become effective under the Securities Act as soon as practicable, but no later than 180 270 days after the Closing Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Issuer and the Guarantor Company further agree agrees to use their best all commercially reasonable efforts to commence and complete the Exchange Offer promptlyissue, but no later than on or prior to 45 days after such registration statement has become effective, hold the Exchange Offer open for at least 20 business days and exchange Registration Statement was declared effective by the Commission, or longer if required by the Exchange Act, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been “"completed” " only if the debt securities and related guarantee received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuer Company having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Issuer Company having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 business 30 days following the commencement of the Exchange Offer. The Issuer and the Guarantor agree Company agrees (x) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (y) to keep such Exchange Registration Statement effective for a period (the “"Resale Period”") beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 5(a6(a), (c), (d) and (e) hereof.

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Issuer Company and the Guarantor Guarantors agree to use their best efforts to file under the Securities Act, Act as soon as practicable, but no later than 90 days practicable after the Closing Date, a registration statement but in no event later than 67 days after such date, an Exchange Offer Registration Statement relating to an offer by the Company and the Guarantors to exchange (such registration statement, the “Exchange Registration Statement”, and such offer, the “"Exchange Offer”") (i) any and all of the Securities Notes for a like aggregate principal amount of debt securities notes issued by the Issuer Company, which notes are identical in all material respects to the Notes (the "Exchange Notes"), except that the Exchange Notes have been registered pursuant to an effective registration statement under the Securities Act, do not contain restrictions on transfers (except as they may be held by Restricted Holders) and guaranteed provide for the additional interest contemplated in Section 2(d) below for any periods before such exchange and (ii) any and all of the Guarantees for like guarantees by the GuarantorGuarantors, which debt securities and guarantee guarantees are substantially identical to the Securities Guarantees (the "Exchange Guarantees," and together with the related GuaranteeExchange Notes, respectively (and are entitled to the benefits of a trust indenture which is substantially identical to the Indenture or is the Indenture and which has been qualified under the Trust Indenture Act), "Exchange Securities") except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest contemplated in Section 2(c) below (such new debt securities hereinafter called “Exchange Securities”)restrictions on transfers. The Issuer Company and the Guarantor Guarantors agree to use their best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act as soon as practicable, practicable after the filing of the Exchange Offer Registration Statement but in no event later than 180 127 days after the Closing Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer and other rules and regulations under the Exchange Act. The Issuer Company and the Guarantor Guarantors further agree to use their best efforts to commence and complete consummate the Exchange Offer promptly, but no later than 45 days promptly after such registration statement the Exchange Offer Registration Statement has become effective, hold the Exchange Offer open for at least not less than 20 business days Business Days (or longer, if required by applicable law) after the date notice of the Exchange Offer has been mailed to Holders and exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange OfferOffer and to consummate such Exchange Offer within 210 days after November 8, 2002. The Exchange Offer will be deemed to have been “completed” completed only if the debt securities and related guarantee Exchange Securities received by holders Holders other than Restricted Holders in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder Holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) Company and the Issuer having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Issuer Guarantors having exchanged, pursuant to the Exchange Offer, the Exchange Securities for all Registrable Securities that have been outstanding Securities, pursuant to the Exchange Offer, properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least not less than 20 business days Business Days (or longer, if required by applicable law) following the commencement of the Exchange Offer. The Issuer Company and the Guarantor agree (x) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (y) to keep such Exchange Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Securities are first issued in Guarantors shall commence the Exchange Offer by mailing the related exchange offer Prospectus and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect accompanying documents to each Holder stating, in addition to such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 5(a), (c), (d) and (e) hereof.other disclosures as are required by applicable law:

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Issuer The Company and the Guarantor agree to file under the Securities Act, Act as soon promptly as practicable, practicable but no later than in any event within 90 days after the latter of (x) the Closing Date and (y) the date on which the Company becomes eligible to so file (the latter date hereinafter being referred to as the “Eligibility Date”), a shelf registration statement relating to an offer to exchange (such providing for the registration statement, the “Exchange Registration Statement”of, and such offerthe sale on a continuous or delayed basis by the Holders of, the “Exchange Offer”) any and all of the Securities for a like aggregate principal amount of debt securities issued Registrable Securities, pursuant to Rule 415 or any similar rule that may be adopted by the Issuer and guaranteed by the Guarantor, which debt securities and guarantee are substantially identical to the Securities and the related Guarantee, respectively (and are entitled to the benefits of a trust indenture which is substantially identical to the Indenture or is the Indenture and which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest contemplated in Section 2(c) below (such new debt securities hereinafter called “Exchange Securities”)Commission. The Issuer Company and the Guarantor agree to use their best reasonable efforts to cause the Exchange Shelf Registration Statement to become effective under the Securities Act as soon as practicable, but no later than within 180 days after the Closing Eligibility Date; provided, however, that the Company may, upon written notice to all Holders, postpone having the Shelf Registration Statement declared effective for a reasonable period not to exceed 30 consecutive days per postponement and provided that all such postponement periods total no more than 60 days in the aggregate in any 365-day period if the Company possesses material non-public information, the disclosure of which would have a material adverse effect on the Company and its subsidiaries taken as a whole. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Issuer Company and the Guarantor further agree to shall use their best its reasonable efforts to commence and complete keep such Shelf Registration Statement continuously effective until the Exchange Offer promptly, but earlier of (x) the date that there are no later than 45 days after such registration statement has become effective, hold the Exchange Offer open for at least 20 business days and exchange Exchange Securities for all longer any Registrable Securities that have been properly tendered and not withdrawn on or prior to outstanding; (y) the expiration of the Exchange Offer. The Exchange Offer will be deemed period referred to have been “completed” only if the debt securities and related guarantee received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under Rule 144(k) of the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority with respect to all Registerable Securities held by Persons that are not Affiliates of the States of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuer having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer Company; and (iiz) two years from the Issuer having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 business days following the commencement of the Exchange Offer. The Issuer and the Guarantor agree (x) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (y) to keep such Exchange Registration Statement effective for a period (the “Resale Effective Date”) such Registration Statement is declared effective (the “Effective Period”) beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier ). Without prejudice to any registration rights, existing as of the expiration date hereof, held by the Company’s securityholders or the Guarantors’ securityholders with respect to the Company’s securities or the Guarantors’ securities, respectively, none of the 180th day after Company’s securityholders or the Exchange Offer has been completed or such time as such broker-dealers no longer own any Guarantors’ securityholders (other than Holders of Registrable Securities. With respect to such Exchange Registration Statement, such holders ) shall have the benefit right to include any of the rights of indemnification and contribution set forth Company’s securities or the Guarantors’ securities in Sections 5(a), (c), (d) and (e) hereofthe Shelf Registration Statement.

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Issuer and the Guarantor agree Company agrees to file under the Securities Act, as soon as practicable, but no later than 90 days after the Closing Date, a one or more registration statement statements relating to an offer to exchange (such registration statementstatements, together, the “Exchange Registration Statement”, ,” and such offer, the “Exchange Offer”) any and all of the Securities for a like aggregate principal amount of debt securities issued by the Issuer Company and guaranteed by the GuarantorGuarantors, which debt securities and guarantee guarantees are substantially identical to the Securities and the related GuaranteeGuarantees, respectively (and are entitled to the benefits of a trust indenture which is substantially identical to the Indenture or is the Indenture and which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest Additional Interest contemplated in Section 2(c2(d) below (such new debt securities hereinafter called “Exchange Securities”). The Issuer and the Guarantor agree Company agrees to use their best all commercially reasonable efforts to cause the Exchange Registration Statement to become effective under the Securities Act as soon as practicable, but no later than 180 360 days after the Closing Issue Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Issuer and the Guarantor further agree to use their best efforts to commence and complete Unless the Exchange Offer promptlywould not be permitted by applicable law or Commission policy, but no later than 45 days after the Company further agrees to use all commercially reasonable efforts to (i) commence the Exchange Offer promptly following the Effective Time of such registration statement has become effectiveExchange Registration Statement, (ii) hold the Exchange Offer open for at least 20 business days Business Days in accordance with Regulation 14E promulgated by the Commission under the Exchange Act, or longer, if required by the federal securities laws and (iii) exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to promptly following the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been “completed” only if if: (i) the debt securities Exchange Securities and related guarantee guarantees received by holders holders, other than Restricted Holders Holders, in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuer having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer America and (ii) upon the Issuer Company having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 business days Business Days following the commencement of the Exchange Offer. The Issuer and the Guarantor agree Company agrees (x) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (y) to keep such Exchange Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th 90th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 5(aSubsections 6(a), (ce), (df) and (e) hereofg).

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Issuer Company and the Guarantor Guarantors agree to file under the Securities Act, as soon as practicable, but Act no later than 90 days after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the “Exchange Offer Registration Statement”, and such offer, the “Exchange Offer”) any and all of the Securities for a like aggregate principal amount of debt securities issued by the Issuer Company and guaranteed by the GuarantorGuarantors, which debt securities and guarantee guarantees are substantially identical to the Securities and the related GuaranteeGuarantees, respectively (and are entitled to the benefits of a trust indenture which is substantially identical to the Indenture or is the Indenture and which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest Special Interest contemplated in Section 2(c) below (such new debt securities hereinafter called “Exchange Securities”). The Issuer Company and the Guarantor Guarantors agree to use their best all commercially reasonable efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act as soon as practicable, but no later than 180 days after the Closing Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Issuer Company and the Guarantor Guarantors further agree to use their best all commercially reasonable efforts to commence and complete consummate the Exchange Offer promptlyon or prior to 30 business days, but no later than 45 days or longer, if required by the federal securities laws, after such registration statement has become effective, hold the Exchange Offer open for at least 20 business days and exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been “completed” only if the debt securities and related guarantee guarantees received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuer having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Issuer Company having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 business days following the commencement of the Exchange Offer. The Issuer and the Guarantor agree Company agrees (x) to include in the Exchange Offer Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (y) to keep such Exchange Offer Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Offer Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 5(a6(a), (c), (d) and (e) hereof.

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Issuer and the Guarantor agree Company agrees to file under the Securities Act, as soon as practicable, but no later than 90 days after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the “Exchange Registration Statement”, and such offer, the “Exchange Offer”) any and all of the Securities Floating Rate Notes and 2010 Notes for a like aggregate principal amount of debt securities issued by the Issuer and guaranteed by the GuarantorCompany, which debt securities and guarantee are substantially identical to the Securities Floating Rates Notes and the related Guarantee2010 Notes, respectively (and are entitled to the benefits of a trust indenture which is substantially identical to the Indenture or is the Indenture and which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest contemplated in Section 2(c) below and do not have the benefits of Section 2(a), 2(b) and 2(c) of this Agreement (such new debt securities hereinafter called “Exchange Securities”). The Issuer and the Guarantor agree Company agrees to use their its best efforts to cause the Exchange Registration Statement to become effective under the Securities Act as soon as practicable, but no later than 180 days after the Closing Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Issuer and the Guarantor Company further agree agrees to use their its best efforts to commence and complete the Exchange Offer promptly, but no later than 45 days after such registration statement has become effective, hold the Exchange Offer open for at least 20 business days Business Days and exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been “completed” only if the debt securities and related guarantee received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuer Company having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Issuer Company having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 business days Business Days following the commencement of the Exchange Offer. The Issuer and the Guarantor agree Company agrees (x) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (y) to keep such Exchange Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 5(a6(a), (c), (d) and (e) hereof.

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Issuer and the Guarantor agree agrees to use its best efforts to file or cause to be filed under the Securities Act, as soon as practicable, but no later than 90 days after the Closing Dateon or before September 30, 2011, a registration statement relating to an offer to exchange (such registration statement, the “Exchange Offer Registration Statement”, and such offer, the “Exchange Offer”) any and all of the Securities for a like aggregate principal amount of debt securities issued by the Issuer and guaranteed by the GuarantorGuarantors, which debt securities and guarantee guaranties are substantially identical to the Securities and the related GuaranteeGuaranties, respectively (and are entitled to the benefits of a trust indenture which is substantially identical to the Indenture or is the Indenture and which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act Act, and do not contain provisions for the additional interest contemplated in Section 2(c) below (such new debt securities hereinafter called “Exchange Securities”). The Issuer and the Guarantor agree agrees to use their its best efforts to cause the Exchange Offer Registration Statement to become effective by the Commission under the Securities Act as soon as practicable, but no later than 180 days after the Closing DateMarch 1, 2012. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Issuer and the Guarantor further agree agrees to use their its best efforts to commence and complete the Exchange Offer promptly, but no later than 45 days after such registration statement has become effectiveApril 5, 2012, hold the Exchange Offer open for at least 20 business 30 days and exchange issue and deliver Exchange Securities in exchange for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Each holder of Registrable Securities who wishes to exchange such Registrable Securities for Exchange Securities in, and in accordance with the terms of, the Exchange Offer will be deemed required to have been “completed” only if make certain customary representations in connection therewith, including representations that such holder is not a Restricted Holder. Upon the debt securities and related guarantee received by holders effectiveness of the Exchange Offer Registration Statement, the Issuer shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer that each holder (other than a Restricted Holders Holder) electing to participate in the Exchange Offer for Registrable will receive Exchange Securities that are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States states of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuer having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Issuer having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 business 30 days following the commencement of the Exchange Offer. The Issuer and the Guarantor agree agrees (x) to include in the Exchange Offer Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (y) to keep such Exchange Offer Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Offer Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 5(a6(a), (c), (d) and (e) hereof.

Registration Under the Securities Act. (a) Except as set forth To the extent not prohibited by any applicable law or applicable interpretations of the Staff of the SEC and except in the circumstances contemplated by Section 2(b2(b)(i) belowhereof, the Issuer Company and the Guarantor agree shall use their reasonable best efforts to file under (i) cause to be filed with the Securities Act, SEC one or more Exchange Offer Registration Statements covering an offer to the Holders to exchange all Registrable Notes for Exchange Notes as soon as practicable, but no later than 90 days after practicable following the Closing Settlement Date, a registration statement relating to an offer to exchange (ii) cause such registration statement, the “Exchange Registration Statement”, and such offer, the “Exchange Offer”) any and all of the Securities for a like aggregate principal amount of debt securities issued by the Issuer and guaranteed by the Guarantor, which debt securities and guarantee are substantially identical to the Securities and the related Guarantee, respectively (and are entitled to the benefits of a trust indenture which is substantially identical to the Indenture or is the Indenture and which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest contemplated in Section 2(c) below (such new debt securities hereinafter called “Exchange Securities”). The Issuer and the Guarantor agree to use their best efforts to cause the Exchange Offer Registration Statement or Statements to become effective under the Securities Act as soon as practicable, but no later than 180 practicable following filing with the SEC and (iii) have such Exchange Offer Registration Statement or Statements remain effective until the earlier of (A) 120 days after the Closing Dateclosing of the Exchange Offer relating to the series of Registrable Notes covered by such Exchange Offer Registration Statement and (B) such time as all Participating Broker-Dealers no longer own any Registrable Notes of such series. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Issuer Company and the Guarantor further agree to shall use their reasonable best efforts to commence and complete the each Exchange Offer promptly, but no promptly after the related Exchange Offer Registration Statement is declared effective by the SEC and to complete such Exchange Offer not later than 45 60 days after such registration statement has become effectiveeffective date. For purposes of this Agreement, hold the Exchange Offer open for at least 20 business days and exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been “completed” only if the debt securities and related guarantee received by holders other than Restricted Holders in the an Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws a series of a substantial majority of the States of the United States of America. The Exchange Offer Notes shall be deemed to have been completed upon the earlier to occur of (i) the Issuer Company and the Guarantor having exchanged the Exchange Securities Notes for all outstanding Registrable Securities Notes of such series (other than those held by Holders that are ineligible to participate in such Exchange Offer) pursuant to the such Exchange Offer and (ii) the Issuer Company and the Guarantor having exchanged, pursuant to the such Exchange Offer, Exchange Securities Notes for all Registrable Securities Notes of such series that have been properly tendered and not withdrawn before the expiration of the such Exchange Offer; provided, which shall be on a date however, that is at least 20 business days following the commencement of the Exchange Offer. The Issuer Company and the Guarantor agree (x) may, in their discretion, accept tenders of Registrable Notes of such series for Exchange Notes subsequent to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer date the Company and (y) to keep the Guarantor consummate such Exchange Registration Statement effective for a period (Offer with respect to Registrable Notes of such series tendered as of the “Resale Period”) beginning when Exchange Securities are first issued in date of initial consummation, and the Exchange Offer and ending upon the earlier shall be deemed to have been consummated for such series of Notes notwithstanding any such extension of the expiration tender period. The Company and the Guarantor shall commence each Exchange Offer by mailing the related Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder of Registrable Notes of the 180th day after the series covered by such Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect stating, in addition to such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 5(a), (c), (d) and (e) hereof.other disclosures as are required by applicable law:

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Issuer Company and the Guarantor Trust agree to file under the Securities Act, as soon as practicable, but no later than 90 Act within 60 days after the Closing Date, a registration statement (the "Exchange Offer Registration Statement") relating to an offer to exchange (such registration statement, the “Exchange Registration Statement”, and such offer, the “"Exchange Offer”") any and all of the Securities for a like aggregate principal amount of debt capital securities issued by the Issuer Trust and guaranteed by the GuarantorCompany and underlying fixed/adjustable rate junior subordinated interest deferrable debentures of the Company, which debt securities capital securities, guarantee and guarantee debentures are substantially identical to the Securities Capital Securities, the Guarantee and the related GuaranteeDebentures, respectively (and are entitled to the benefits of a trust indenture indentures which is substantially identical to the Indenture or is the Indenture and which has have been qualified under the Trust Indenture Act), ) except that they have been registered pursuant to an effective registration statement under the Securities Act Act, do not contain restrictions on transfers and do not contain provisions for the additional interest and additional distributions contemplated in Section 2(c) below (such new debt securities hereinafter called “"Exchange Securities”"). The Issuer Except as set forth in Section 2(b) below, the Company and the Guarantor Trust agree to use their best efforts to cause the Exchange Offer Registration Statement to become be declared effective under the Securities Act as soon as practicable, but no later than 180 within 150 days after the Closing Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Issuer Except as set forth in Section 2(b) below, the Company and the Guarantor Trust further agree to use their best efforts to commence and complete the Exchange Offer promptly, but no later than 45 days promptly after such registration statement the Exchange Offer Registration Statement has become effective, hold the Exchange Offer open for at least 20 business 30 days after the date notice of the Exchange Offer is mailed to the holders of the Securities (the "Commencement") and exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. Except as set forth in Section 2(b) below, the Company and the Trust agree to use their best efforts to consummate the Exchange Offer within 180 days after the Closing Date. The Exchange Offer will be deemed to have been “completed” completed only if the debt securities and related guarantee Exchange Securities received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuer Company and the Trust having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Issuer Company having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 business no less than 30 days following the commencement Commencement of the Exchange Offer. The Issuer Company and the Guarantor Trust, agree (x) to include in the Exchange Registration Statement registration statement a prospectus for use in connection with any resales by any holder of Exchange Securities by a holder that is a broker-dealer registered under the Exchange Act ("broker-dealer") other than resales of Exchange Securities received by a broker-dealer pursuant to the Exchange Offer in exchange for Registrable Securities acquired by such broker-dealer directly from the Trust, and (y) to keep such the Exchange Offer Registration Statement effective for a period (the “"Resale Period”") beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of (i) either (a) the expiration of the 180th day after the Exchange Offer has been completed or (b) in the event the Company and the Trust have at any time notified any broker-dealers pursuant to Section 3(f)(ii) hereof, the day beyond the 180th day after the Exchange Offer has been completed that reflects an additional period of days equal to the number of days during all of the periods from and including the dates the Company and the Trust give notice pursuant to Section 3(f)(ii)(F) hereof to and including the date when broker-dealers receive an amended or supplemented prospectus necessary to permit resales of Exchange Securities or to and including the date on which the Company and the Trust give notice that the resale of Exchange Securities under the Exchange Offer Registration Statement may resume or (ii) such time as such broker-dealers no longer own any Registrable Securities. With respect to such registration statement, each broker- dealer that holds Exchange Registration Statement, such holders Securities received in an Exchange Offer in exchange for Registrable Securities not acquired by it directly from the Company shall have the benefit of the rights of indemnification and contribution set forth in Sections 5(a), (c), (d) and (e) Section 6 hereof.

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Issuer and the Guarantor agree Company agrees to file under the Securities Act, as soon as practicable, but no later than 90 days after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the “Exchange Registration Statement”, and such offer, the “Exchange Offer”) any and all of the Securities for a like aggregate principal amount of debt securities issued by the Issuer and guaranteed by the GuarantorCompany, which debt securities and guarantee are substantially identical to the Securities and the related Guarantee, respectively (and are entitled to the benefits of a trust indenture which is substantially identical to the Indenture or is the Indenture and which has been qualified under the Trust Indenture ActIndenture), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest Special Interest contemplated in Section 2(c) below (such new debt securities hereinafter called “Exchange Securities”). The Issuer and the Guarantor agree Company agrees to use their best commercially reasonable efforts to cause the Exchange Registration Statement to become be declared effective under the Securities Act as soon as practicable, but no later than 180 days after the Closing Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Issuer and the Guarantor further agree to use their best efforts to commence and complete Unless the Exchange Offer promptlywould not be permitted by applicable law or Commission policy, but the Company further agrees to use commercially reasonable efforts to (i) commence the Exchange Offer no later than 45 days 10 Business Days after the Effective Time of such registration statement has become effectiveExchange Registration Statement, (ii) hold the Exchange Offer open for at least 20 business days Business Days (or longer if required by applicable law) after the date notice of the Exchange Offer is mailed to holders of Notes in accordance with Regulation 14E promulgated by the Commission under the Exchange Act and (iii) exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer, promptly following the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been “completed” only (i) if the debt securities and related guarantee received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act (except for the requirement to deliver a prospectus included in the Exchange Registration Statement applicable to resales by certain broker-dealers of Exchange Securities received by them pursuant to the Exchange Offer) and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuer having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer America and (ii) upon the Issuer Company having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 business days and not more than 30 Business Days following the commencement of the Exchange Offer. The Issuer and the Guarantor agree Company agrees (x) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (y) to keep such Exchange Registration Statement effective for a period (the “"Resale Period”) beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 5(aSubsections 6(a), (c), (d) and (e) hereof).

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Issuer and the Guarantor Issuers agree to file under the Securities Act, as soon as practicable, but no later than 90 360 days after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the “Exchange Offer Registration Statement”, and such offer, the “Exchange Offer”) any and all of the Securities for a like aggregate principal amount of debt securities issued by the Issuer Issuers and guaranteed by the GuarantorGuarantors, which debt securities and guarantee guarantees are substantially identical to the Securities and the related GuaranteeGuarantees, respectively (and are entitled to the benefits of a trust indenture which is substantially identical to the Indenture or is the Indenture and which has been qualified under the Trust Indenture ActIndenture), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest Special Interest contemplated in Section 2(c) below (such new debt securities hereinafter called “Exchange Securities”). The Issuer and the Guarantor Issuers agree to use their best all commercially reasonable efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act as soon as practicable, but no later than 180 360 days after the Closing Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Issuer and , Unless the Guarantor Exchange Offer would not be permitted by applicable law or Commission policy, the Issuers further agree to use their best all commercially reasonable efforts to (i) commence and complete the Exchange Offer promptly, promptly (but no later than 45 days after Business Days) following the Effective Time of such registration statement has become effectiveExchange Offer Registration Statement, (ii) hold the Exchange Offer open for at least 20 business days Business Days in accordance with Regulation 14E promulgated by the Commission under the Exchange Act and (iii) exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to promptly following the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been “completed” only (i) if the debt securities and related guarantee guarantees received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuer having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer America and (ii) upon the Issuer Issuers having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 business days Business Days following the commencement of the Exchange Offer. The Issuer and the Guarantor Issuers agree (x) to include in the Exchange Offer Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (y) to keep such Exchange Offer Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Offer Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 5(aSubsections 6(a), (c), (d) and (e) hereof).