Common use of Exchange Offer Clause in Contracts

Exchange Offer. Except as set forth in Section 2(b) below, the Company shall, for the benefit of the Holders, at the Company's cost, (i) cause to be filed with the Commission on or prior to the 90th day after the Issue Date an Exchange Offer Registration Statement on an appropriate form under the Securities Act relating to the Exchange Offer, (ii) use its reasonable best efforts to cause such Exchange Offer Registration Statement to be declared effective under the Securities Act by the Commission on or prior to the 270th day after the Issue Date, (iii) use its reasonable best efforts to keep such Exchange Offer Registration Statement effective for not less than 20 Business Days (or longer if required by applicable law or extended by the Company, at the option of the Company) after the date notice of the Exchange Offer is mailed to the Holders to and including the closing of the Exchange Offer, and (iv) use its reasonable best efforts to complete the Exchange Offer no later than 45 days after the Exchange Offer Registration Statement becomes effective. Promptly after the effectiveness of the Exchange Offer Registration Statement, the Company shall commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Notes for a like principal amount of Exchange Notes (provided that such Holder (w) is not an Affiliate of the Company, (x) is not an Initial Purchaser tendering Registrable Notes acquired directly from the Company on the Issue Date, (y) acquired the Exchange Notes in the ordinary course of such Holder's business and (z) has no arrangements or understandings with any Person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Notes) to transfer such Exchange Notes from and after their receipt without any limitations or restrictions under the Securities Act or under the securities or blue sky laws of any state of the United States or other jurisdiction. In connection with the Exchange Offer, the Company shall:

Exchange Offer. Except as set forth in Section 2(b) below, the The Company shall, for the benefit of the Holders, at the Company's cost’s cost use its commercially reasonable efforts to, (iA) cause to be filed prepare and file with the Commission on or prior to the 90th day after the Issue Date SEC not later than September 30, 2008, an Exchange Offer Registration Statement on an appropriate form under the Securities 1933 Act relating with respect to a proposed Exchange Offer and the issuance and delivery to the Holders, in exchange for the Registrable Securities (other than Private Exchange OfferSecurities), of a like principal amount of Exchange Securities, (iiB) use its reasonable best efforts to cause such the Exchange Offer Registration Statement to become or be declared effective under the Securities 1933 Act by the Commission on or prior to the 270th day after the Issue DateDecember 31, 2008, (iiiC) use its reasonable best efforts to keep such the Exchange Offer Registration Statement effective for not less than 20 Business Days (or longer if required by applicable law or extended by the Company, at the option of the Company) after the date notice of the Exchange Offer is mailed to the Holders to and including until the closing of the Exchange Offer, Offer and (ivD) use its reasonable best efforts to complete cause the Exchange Offer no later than 45 days after to be consummated by December 31, 2008. The Exchange Securities will be issued under the Exchange Offer Registration Statement becomes effectiveIndenture. Promptly after Upon the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Notes Securities for a like principal amount of Exchange Notes Securities (provided assuming that such Holder (wa) is not an Affiliate affiliate of the CompanyCompany within the meaning of Rule 405 under the 1933 Act, (xb) is not an Initial Purchaser a broker-dealer tendering Registrable Notes Securities acquired directly from the Company on the Issue Datefor its own account, (yc) acquired the Exchange Notes Securities in the ordinary course of such Holder's ’s business and (zd) has no arrangements or understandings with any Person to participate in the distribution (within Exchange Offer for the meaning purpose of the Securities Act) of distributing the Exchange NotesSecurities) to transfer such Exchange Notes Securities from and after their receipt without any limitations or restrictions under the Securities 1933 Act or and under the state securities or blue sky laws of any state of the United States or other jurisdictionlaws. In connection with the Exchange Offer, the Company shall:

Exchange Offer. Except The Company shall (A) prepare and, as set forth in Section 2(b) belowsoon as practicable but not later than 45 days following the Closing Date, the Company shall, for the benefit of the Holders, at the Company's cost, (i) cause to be filed file with the Commission on or prior to the 90th day after the Issue Date SEC an Exchange Offer Registration Statement on an appropriate form under the Securities 1933 Act relating with respect to a proposed Exchange Offer and the issuance and delivery to the Holders, in exchange for the Registrable Securities, a like principal amount of Exchange OfferSecurities, (iiB) use its reasonable best efforts to cause such the Exchange Offer Registration Statement to be declared effective under the Securities 1933 Act by within 130 days of the Commission on or prior to the 270th day after the Issue Closing Date, (iiiC) use its reasonable best efforts to keep such the Exchange Offer Registration Statement effective for not less than 20 Business Days (or longer if required by applicable law or extended by the Company, at the option of the Company) after the date notice of the Exchange Offer is mailed to the Holders to and including until the closing of the Exchange Offer, Offer and (ivD) use its reasonable best efforts to complete cause the Exchange Offer no to be consummated not later than 45 165 days after following the Closing Date. The Exchange Offer Registration Statement becomes effectiveSecurities will be issued under the Indenture. Promptly after Upon the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Notes Securities for a like principal amount of Exchange Notes Securities (provided assuming that such Holder (wa) is not an Affiliate affiliate of the CompanyCompany within the meaning of Rule 405 under the 1933 Act, (xb) is not an Initial Purchaser a broker-dealer tendering Registrable Notes Securities acquired directly from the Company on the Issue Datefor its own account, (yc) acquired acquires the Exchange Notes Securities in the ordinary course of such Holder's business and (zd) has no arrangements or understandings with any Person person to participate in the distribution (within Exchange Offer for the meaning purpose of the Securities Act) of distributing the Exchange NotesSecurities) to transfer such Exchange Notes Securities from and after their receipt without any limitations or restrictions under the Securities 1933 Act or and without material restrictions under the securities or blue sky laws of any state a substantial proportion of the several states of the United States or other jurisdictionStates. In connection with the Exchange Offer, the Company shall:

Exchange Offer. Except as set forth in Section 2(b) belowTo the extent not prohibited by any applicable law or applicable interpretation of the staff of the SEC, the Company shall, for the benefit of the Holders, at the Company's cost, use its best efforts to (i) cause to be filed with the Commission on or prior to the 90th day SEC within 150 days after the Issue Date an Exchange Offer Registration Statement on an appropriate form under the Securities Act relating to covering the Exchange Offer, (ii) use its reasonable best efforts to cause such Exchange Offer Registration Statement to be declared effective under the Securities Act by the Commission on or prior to SEC not later than the 270th day date which is 180 days after the Issue Date, and (iii) use its reasonable best efforts to keep such Exchange Offer Registration Statement effective for not less than 20 Business Days 30 calendar days (or longer if required by applicable law or extended by the Company, at the option of the Companylaw) after the date notice of the Exchange Offer is mailed to the Holders to and including the closing of the Exchange Offer, and (iv) use its reasonable best efforts to complete the Exchange Offer no later than 45 days after the Exchange Offer Registration Statement becomes effectiveHolders. Promptly after Upon the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Notes Securities for a like principal amount of Exchange Notes Securities (provided assuming that such Holder (w) is not an Affiliate affiliate of the Company, (x) Company within the meaning of Rule 405 under the Securities Act and is not an Initial Purchaser a broker-dealer tendering Registrable Notes Securities acquired directly from the Company on the Issue Datefor its own account, (y) acquired acquires the Exchange Notes Securities in the ordinary course of such Holder's business and (z) has no arrangements or understandings with any Person to participate in the distribution (within Exchange Offer for the meaning purpose of the Securities Act) of distributing the Exchange NotesSecurities) to transfer such Exchange Notes Securities from and after their receipt without any limitations or restrictions under the Securities Act or and under the state securities or blue sky laws of any state of the United States or other jurisdictionlaws. In connection with the Exchange Offer, the Company shall:

Exchange Offer. Except The Company shall (A) prepare and, as set forth in Section 2(b) belowsoon as practicable but not later than 45 calendar days following the Closing Date, the Company shall, for the benefit of the Holders, at the Company's cost, (i) cause to be filed file with the Commission on or prior to the 90th day after the Issue Date SEC an Exchange Offer Registration Statement on an appropriate form under the Securities 1933 Act relating with respect to a proposed Exchange Offer and the issuance and delivery to the Holders, in exchange for the Registrable Securities, a like principal amount of Exchange OfferSecurities, (iiB) use its reasonable best efforts to cause such the Exchange Offer Registration Statement to be declared effective under the Securities 1933 Act by within 120 calendar days of the Commission on or prior to the 270th day after the Issue Closing Date, (iiiC) use its reasonable best efforts to keep such the Exchange Offer Registration Statement effective for not less than 20 Business Days (or longer if required by applicable law or extended by the Company, at the option of the Company) after the date notice of the Exchange Offer is mailed to the Holders to and including until the closing of the Exchange Offer, Offer and (ivD) use its reasonable best efforts to complete cause the Exchange Offer no to be consummated not later than 45 150 calendar days after following the Closing Date. The Exchange Offer Registration Statement becomes effectiveSecurities will be issued under the Indenture. Promptly after Upon the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Notes Securities for a like principal amount of Exchange Notes Securities (provided assuming that such Holder (wa) is not an Affiliate affiliate of the CompanyCompany within the meaning of Rule 405 under the 1933 Act, (xb) is not an Initial Purchaser a broker-dealer tendering Registrable Notes Securities acquired directly from the Company on the Issue Datefor its own account, (yc) acquired the Exchange Notes Securities in the ordinary course of such Holder's business and (zd) has no arrangements or understandings with any Person person to participate in the distribution (within Exchange Offer for the meaning purpose of the Securities Act) of distributing the Exchange NotesSecurities) to transfer such Exchange Notes Securities from and after their receipt without any limitations or restrictions under the Securities 1933 Act or and without material restrictions under the securities or blue sky laws of any state a substantial proportion of the several states of the United States or other jurisdiction. In connection with the Exchange Offer, the Company shall:States.

Exchange Offer. Except as set forth in Section 2(b) below, The Company and the Company Guarantors shall, for the benefit of the Holders, at the Company's cost, (iA) cause to be filed prepare and, as soon as practicable but not later than 90 days following the Closing Date, file with the Commission on or prior to the 90th day after the Issue Date SEC an Exchange Offer Registration Statement on an appropriate form under the Securities 1933 Act relating with respect to a proposed Exchange Offer and the issuance and delivery to the Holders, in exchange for the Registrable Securities (other than Private Exchange OfferSecurities), of a like principal amount of Exchange Securities, (iiB) use its reasonable best efforts to cause such the Exchange Offer Registration Statement to be declared effective under the Securities 1933 Act by within 180 days of the Commission on or prior to the 270th day after the Issue Closing Date, (iiiC) use its reasonable best efforts to keep such the Exchange Offer Registration Statement effective for not less than 20 Business Days (or longer if required by applicable law or extended by the Company, at the option of the Company) after the date notice of the Exchange Offer is mailed to the Holders to and including until the closing of the Exchange Offer, Offer and (ivD) use its reasonable best efforts to complete cause the Exchange Offer no to be consummated not later than 45 210 days after following the Closing Date. The Exchange Offer Registration Statement becomes effectiveSecurities will be issued under the Indenture. Promptly after Upon the effectiveness of the Exchange Offer Registration Statement, the Company and the Guarantors shall commence the Exchange OfferOffer as promptly as practicable, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Notes Securities for a like principal amount of Exchange Notes Securities (provided assuming that such Holder (wa) is not an Affiliate affiliate of the CompanyCompany or any of the Guarantors within the meaning of Rule 405 under the 1933 Act, (xb) is not an Initial Purchaser a broker-dealer tendering Registrable Notes Securities acquired directly from the Company on or any of the Issue DateGuarantors for its own account, (yc) acquired or will acquire the Exchange Notes Securities in the ordinary course of such Holder's business and (zd) has no arrangements or understandings with any Person to participate in the distribution (within Exchange Offer for the meaning purpose of the Securities Act) of distributing the Exchange NotesSecurities) to transfer such Exchange Notes Securities from and after their receipt without any limitations or restrictions under the Securities 1933 Act or and under the state securities or blue sky laws of any state of the United States or other jurisdictionlaws. In connection with the Exchange Offer, the Company and the Guarantors shall:

Exchange Offer. Except as set forth in Section 2(b) belowTo the extent not prohibited by any applicable law or applicable interpretation of the staff of the SEC, the Company shall, for the benefit of the Holders, at the Company's cost, (i) cause to be filed with the Commission on or prior to the 90th day after the Issue Date SEC an Exchange Offer Registration Statement on an appropriate form under the Securities Act relating to covering the Exchange Offer, (ii) use its reasonable best efforts to cause such Exchange Offer Registration Statement to be declared effective under the Securities Act by the Commission on or prior to SEC not later than the 270th day date which is 270 days after the Issue Date and (iii) promptly offer the Exchange Notes in exchange for surrender of the Notes upon the effectiveness of the Exchange Offer Registration Statement, and consummate the Exchange Offer within 315 days after the Issue Date, (iii) use its reasonable best efforts to keep such Exchange Offer Registration Statement effective for not less than 20 Business Days (or longer if required by applicable law or extended by the Company, at the option of the Company) after the date notice of the Exchange Offer is mailed to the Holders to and including the closing of the Exchange Offer, and (iv) use its reasonable best efforts to complete the Exchange Offer no later than 45 days after the Exchange Offer Registration Statement becomes effective. Promptly after Upon the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Exchange Offer, it being understood that the objective of such Exchange Offer is to enable each Holder eligible and electing to exchange Registrable Notes Securities for a like principal amount of Exchange Notes (provided assuming that such Holder (w) is not an Affiliate affiliate of the Company, (x) Company within the meaning of Rule 405 under the Securities Act and is not an Initial Purchaser a broker-dealer tendering Registrable Notes Securities acquired directly from the Company on the Issue Datefor its own account, (y) acquired acquires the Exchange Notes Securities in the ordinary course of such Holder's business and (z) has no arrangements or understandings with any Person to participate in the distribution (within Exchange Offer for the meaning purpose of the Securities Act) of distributing the Exchange NotesSecurities) (any Holder meeting all such requirements, hereinafter an "Eligible Holder"), and to transfer such Exchange Notes from and after their receipt without any limitations or restrictions under the Securities Act or and under the state securities or blue sky laws of any state of the United States or other jurisdictionlaws. In connection with the Exchange Offer, the Company shall:

Exchange Offer. Except as set forth in Section 2(b) belowTo the extent not prohibited by any applicable law or applicable interpretation of the staff of the SEC, the Company shall, for the benefit of the Holders, at the Company's cost, use its reasonable best efforts to (i) cause to be filed with the Commission on or prior to the 90th day after the Issue Date SEC an Exchange Offer Registration Statement on an appropriate form under the Securities Act relating to covering the Exchange Offer, (ii) use its reasonable best efforts to cause such Exchange Offer Registration Statement to be declared effective under the Securities Act by the Commission on or prior to SEC not later than the 270th day date that is 240 days after the Issue Date, and (iii) use its reasonable best efforts to keep such Exchange Offer Registration Statement effective for not less than 20 Business Days 30 calendar days (or longer if required by applicable law or extended by the Company, at the option of the Companylaw) after the date notice of the Exchange Offer is mailed to the Holders to and including the closing of the Exchange Offer, and (iv) use its reasonable best efforts to complete the Exchange Offer no later than 45 days after the Exchange Offer Registration Statement becomes effectiveHolders. Promptly after Upon the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Notes for a like principal amount of Exchange Notes (provided assuming that such Holder (w) is not an Affiliate affiliate of the Company, (x) Company within the meaning of Rule 405 under the Securities Act and is not an Initial Purchaser a broker-dealer tendering Registrable Notes acquired directly from the Company on the Issue Datefor its own account, (y) acquired acquires the Exchange Notes in the ordinary course of such Holder's business and (z) has no arrangements or understandings with any Person to participate in the distribution (within Exchange Offer for the meaning purpose of the Securities Act) of distributing the Exchange Notes, and is not prohibited by any law or policy of the SEC from participating in the Exchange Offer) to transfer such Exchange Notes from and after their receipt without any limitations or restrictions under the Securities Act or and under the state securities or blue sky laws of any state of the United States or other jurisdictionlaws. In connection with the Exchange Offer, the Company shall:

Exchange Offer. Except as set forth in Section 2(b) below, the Company shall, for the benefit of the Holders, at the Company's cost, use its reasonable best efforts to (i) cause to be filed file with the Commission on or prior to the 90th day SEC within 90 calendar days after the Issue Date an Exchange Offer Registration Statement on an appropriate form under the Securities Act relating to the Exchange Offer, (ii) use its reasonable best efforts to cause such Exchange Offer Registration Statement to be declared effective under the Securities Act by the Commission on or prior to SEC not later than the 270th day date which is 150 calendar days after the Issue Date, (iii) use its reasonable best efforts to keep such Exchange Offer Registration Statement effective for not less than 20 Business Days 30 calendar days (or longer if required by applicable law or extended by the Company, at the option of the Companylaw) after the date notice of the Exchange Offer is mailed to the Holders to and including the closing of the Exchange Offer, and (iv) use its reasonable best efforts to complete cause the Exchange Offer no later than 45 to be consummated within 180 calendar days after the Exchange Offer Registration Statement becomes effectiveIssue Date. Promptly after the effectiveness of the Exchange Offer Registration Statement, the Company shall commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Notes or Registrable Debentures for a like principal amount of Exchange Notes or Exchange Debentures, respectively (provided that such Holder (wi) is not an Affiliate of the Company, (xii) is not an Initial Purchaser a broker-dealer tendering Registrable Notes or Registrable Debentures acquired directly from the Company on the Issue DateCompany, (yiii) acquired acquires the Exchange Notes or the Exchange Debentures, as applicable, in the ordinary course of such Holder's business and (ziv) has no arrangements or understandings with any Person to participate in the distribution (within Exchange Offer for the meaning purpose of the Securities Act) of distributing the Exchange NotesNotes or Exchange Debentures) to transfer such Exchange Notes and/or such Exchange Debentures from and after their receipt without any limitations or restrictions under the Securities Act or and under the state securities or blue sky laws of any state of the United States or other jurisdictionlaws. In connection with the Exchange Offer, the Company shall:

Exchange Offer. Except as set forth in Section 2(b) below, the Company and the Trust shall, for the benefit of the Holders, at the Company's cost, use their reasonable best efforts to (i) cause to be filed with the Commission on or prior to the 90th day SEC within 150 days after the Issue Date an Exchange Offer Registration Statement on an appropriate form under the Securities Act relating to the Exchange Offer, (ii) use its reasonable best efforts to cause such Exchange Offer Registration Statement to be declared effective under the Securities Act by the Commission on or prior to SEC not later than the 270th day date which is 180 days after the Issue Date, and (iii) use its reasonable best efforts to keep such Exchange Offer Registration Statement effective for not less than 20 Business Days 30 calendar days (or longer if required by applicable law or extended by the Company, at the option of the Companylaw) after the date notice of the Exchange Offer is mailed to the Holders to and including the closing of the Exchange Offer, and (iv) use its reasonable best efforts to complete the Exchange Offer no later than 45 days after the Exchange Offer Registration Statement becomes effectiveHolders. Promptly after Upon the effectiveness of the Exchange Offer Registration Statement, the Company and the Trust shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Notes Securities for a like principal amount of Exchange Notes Debentures or a like liquidation amount of Exchange Capital Securities, together with the Exchange Guarantee, as applicable (provided assuming that such Holder (w) is not an Affiliate affiliate of the Company, (x) Company within the meaning of Rule 405 under the Securities Act and is not an Initial Purchaser a broker-dealer tendering Registrable Notes Securities acquired directly from the Company on the Issue Datefor its own account, (y) acquired acquires the Exchange Notes Securities in the ordinary course of such Holder's business and (z) has no arrangements or understandings with any Person to participate in the distribution (within Exchange Offer for the meaning purpose of the Securities Act) of distributing the Exchange NotesSecurities) to transfer such Exchange Notes Securities from and after their receipt without any limitations or restrictions under the Securities Act or and under the state securities or blue sky laws (other than requiring minimum transfers in blocks having an aggregate principal or liquidation amount, as the case may be, of any state of the United States or other jurisdiction$100,000). In connection with the Exchange Offer, the Company and the Trust shall:

Exchange Offer. Except as set forth in Section 2(b) belowTo the extent not prohibited by any law or applicable interpretations of the staff of the SEC, the Company and the Guarantor shall, for the benefit of the Holders, at the Company's costexpense, (i) cause to be filed with the Commission on or prior to the 90th day SEC within 60 days after the Issue Date an Exchange Offer Registration Statement on an appropriate form under the Securities Act relating covering the offer by the Company and the Guarantor to the Holders to exchange any and all of the Registrable Securities for a like principal amount of Exchange Notes (the "Exchange Offer"), (ii) use its their reasonable best efforts to cause have such Exchange Offer Registration Statement to be declared effective under the Securities Act by the Commission on or prior to the 270th day SEC within 150 days after the Issue Date, (iii) use its their reasonable best efforts to keep have such Exchange Offer Registration Statement remain effective for not less than 20 Business Days (or longer if required by applicable law or extended by the Company, at the option of the Company) after the date notice of the Exchange Offer is mailed to the Holders to and including until the closing of the Exchange Offer, Offer and (iv) use its their reasonable best efforts to complete cause the Exchange Offer no later than 45 to be consummated within 180 days after the Issue Date. The Exchange Offer Registration Statement becomes effectiveNotes will be issued under the Indenture. Promptly after Upon the effectiveness of the Exchange Offer Registration Statement, the Company and the Guarantor shall as soon as practicable commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Notes Securities for a like principal amount of Exchange Notes (provided assuming that such Holder (w) is not an Affiliate affiliate of the Company, (x) Company or any Guarantor within the meaning of Rule 405 under the Securities Act and is not an Initial Purchaser a broker-dealer tendering Registrable Notes Securities acquired directly from the Company on or any Guarantor or any affiliate of the Issue DateCompany or any Guarantor for its own account, (y) acquired the Exchange Notes in the ordinary course of such Holder's business and (z) has no arrangements or understandings with any Person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Notes) to transfer such Exchange Notes from and after their receipt without any limitations or restrictions under the Securities Act or under the securities or blue sky laws of any state of the United States or other jurisdiction. In connection with the Exchange Offer, the Company shall:Offer for the

Exchange Offer. Except as set forth in Section 2(b(i) belowTo the extent not prohibited by any applicable law or applicable policy of the SEC, the Company Issuers shall, for the benefit of the Holders, at the Company's their cost, (iA) cause to be filed with the Commission on or prior to the 90th day not later than 90 days after the Issue Date Date, file the SEC an Exchange Offer Registration Statement on an appropriate form under the Securities Act relating covering the offer by the Issuers to the Holders to exchange all of the Transfer Restricted Securities for a like aggregate principal amount of Exchange OfferSecurities, (iiB) use its their respective commercially reasonable best efforts to cause such Exchange Offer Registration Statement to be declared effective under the Securities Act by the Commission SEC on or prior to 210 days after the 270th day Issue Date and (C) use their respective commercially reasonable efforts to complete such Exchange Offer of Transfer Restricted Securities for Exchange Securities on or prior to 240 days after the Issue Date, (iii) use its reasonable best efforts to keep such Exchange Offer Registration Statement effective for not less than 20 Business Days (or longer if required by applicable law or extended by the Company, at the option of the Company) after the date notice of the Exchange Offer is mailed to the Holders to and including the closing of the Exchange Offer, and (iv) use its reasonable best efforts to complete the Exchange Offer no later than 45 days after the Exchange Offer Registration Statement becomes effective. Promptly after Upon the effectiveness of the Exchange Offer Registration Statement, the Company Issuers shall commence the Exchange Offer, subject to the terms and conditions hereof, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Notes Transfer Restricted Securities for a like principal amount of Exchange Notes Securities (provided assuming that such Holder (wa) is not an Affiliate affiliate of any Issuer within the Companymeaning of Rule 405 under the Securities Act, (xb) is not an Initial Purchaser a broker-dealer tendering Registrable Notes Transfer Restricted Securities acquired directly from the Company on the Issue Datean Issuer (or an affiliate of such Issuer) for its own account, (yc) acquired the Exchange Notes Securities in the ordinary course of such Holder's ’s business and (zd) has no arrangements or understandings with any Person to participate in the distribution Exchange Offer for the purpose of distributing (within the meaning of the Securities Act) of the Exchange NotesSecurities) and to transfer such Exchange Notes Securities from and after their receipt without any limitations or restrictions on transfer under the Securities Act or and under the state securities or blue sky laws of any state of the United States or other jurisdiction. In connection with the Exchange Offer, the Company shall:laws.

Exchange Offer. Except as set forth in Section 2(b) below, The Company and the Company Guarantors shall, for the benefit of the Holders, at the Company's cost, (iA) cause to be filed prepare and, as soon as practicable but not later than 60 days following the Closing Date, file with the Commission on or prior to the 90th day after the Issue Date SEC an Exchange Offer Registration Statement on an appropriate form under the Securities 1933 Act relating with respect to a proposed Exchange Offer and the issuance and delivery to the Holders, in exchange for the Registrable Securities (other than Private Exchange OfferSecurities), of a like principal amount of Exchange Securities, (iiB) use its their reasonable best efforts to cause such the Exchange Offer Registration Statement to be declared effective under the Securities 1933 Act by within 120 days of the Commission on or prior to the 270th day after the Issue Closing Date, (iiiC) use its their reasonable best efforts to keep such the Exchange Offer Registration Statement effective for not less than 20 Business Days (or longer if required by applicable law or extended by the Company, at the option of the Company) after the date notice of the Exchange Offer is mailed to the Holders to and including until the closing of the Exchange Offer, Offer and (ivD) use its their reasonable best efforts to complete cause the Exchange Offer no to be consummated not later than 45 150 days after following the Closing Date. The Exchange Offer Registration Statement becomes effectiveSecurities will be issued under the Indenture. Promptly after Upon the effectiveness of the Exchange Offer Registration Statement, the Company and the Guarantors shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Notes Securities for a like principal amount of Exchange Notes Securities (provided assuming that such Holder (wa) is not an Affiliate affiliate of the CompanyCompany within the meaning of Rule 405 under the 1933 Act, (xb) is not an Initial Purchaser a broker-dealer tendering Registrable Notes Securities acquired directly from the Company on the Issue Datefor its own account, (yc) acquired the Exchange Notes Registrable Securities in the ordinary course of such Holder's business and (zd) has no arrangements or understandings with any Person to participate in the distribution (within Exchange Offer for the meaning purpose of the Securities Act) of distributing the Exchange NotesSecurities) to transfer such Exchange Notes Securities from and after their receipt without any limitations or restrictions under the Securities 1933 Act or under the state securities or blue sky laws of any state of the United States or other jurisdictionlaws. In connection with the Exchange Offer, the Company shall:

Exchange Offer. Except The Issuer shall (A) prepare and, as set forth in Section 2(b) belowsoon as practicable following the Closing Date, the Company shall, for the benefit of the Holders, at the Company's cost, (i) cause to be filed file with the Commission on or prior to the 90th day after the Issue Date SEC an Exchange Offer Registration Statement on an appropriate form under with respect to a proposed Exchange Offer and the Securities Act relating issuance and delivery to the Holders, in exchange for the Registrable Notes of each series, a like principal amount of Exchange OfferNotes of such series, (iiB) use its reasonable best efforts to cause such the Exchange Offer Registration Statement to be declared effective under the Securities Act by not later than 180 calendar days following the Commission on or prior to the 270th day after the Issue Closing Date, (iiiC) use its reasonable best efforts to keep such the Exchange Offer Registration Statement effective for not less than 20 Business Days (or longer if required by applicable law or extended by the Company, at the option of the Company) after the date notice of the Exchange Offer is mailed to the Holders to and including until the closing of the Exchange Offer, Offer and (ivD) use its reasonable best efforts to complete cause the Exchange Offer no later than 45 to be consummated within 210 calendar days after following the Closing Date. The Exchange Offer Registration Statement becomes effectiveNotes will be issued under the Indenture. Promptly after Upon the effectiveness of the Exchange Offer Registration Statement, the Company Issuer shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Notes for a like principal amount of Exchange Notes (provided assuming that such Holder (wa) is not an Affiliate affiliate of the CompanyIssuer within the meaning of Rule 405 under the Securities Act, (xb) is not an Initial Purchaser a broker-dealer tendering Registrable Notes acquired directly from the Company on the Issue DateIssuer for its own account, (yc) acquired the Exchange Notes in the ordinary course of such Holder's ’s business and (zd) has no arrangements or understandings with any Person person to participate in the distribution (within Exchange Offer for the meaning purpose of the Securities Act) of distributing the Exchange Notes) to transfer such Exchange Notes from and after their receipt without any limitations or restrictions under the Securities Act or and without material restrictions under the securities or blue sky laws of any state a majority of the several states of the United States or other jurisdictionStates. In connection with the Exchange Offer, the Company Issuer shall:

Exchange Offer. Except as set forth in Section 2(b) below, the Company shall, for the benefit of the Holders, at the Company's cost, ’s cost (i) cause to be filed with the Commission on or prior to the 90th day SEC within 90 days after the Issue Date an Exchange Offer Registration Statement on an appropriate form under the Securities Act relating to the Exchange Offer, and use its best efforts to (ii) use its reasonable best efforts to cause such Exchange Offer Registration Statement to be declared effective under the Securities Act by the Commission on or prior to SEC not later than the 270th day date which is 150 days after the Issue Date, and (iii) use its reasonable best efforts to keep such Exchange Offer Registration Statement effective for not less than 20 Business Days (or longer if required by applicable law or extended by the Company, at the option of the Company) after the date notice of during the Exchange Offer is mailed to the Holders to and including the closing of the Exchange Offer, and (iv) use its reasonable best efforts to complete the Exchange Offer no later than 45 days after the Exchange Offer Registration Statement becomes effectivePeriod. Promptly after the effectiveness of the Exchange Offer Registration Statement, the Company shall commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Notes Securities for a like principal amount of Exchange Notes Securities (provided that such Holder (w) is not an Affiliate of the Company, (x) is not an Initial Purchaser a broker-dealer tendering Registrable Notes Securities acquired directly from the Company on the Issue DateCompany, (y) acquired is acquiring the Exchange Notes Securities in the ordinary course of such Holder's its business and (z) has no arrangements or understandings with any Person to participate in the distribution (within Exchange Offer for the meaning purpose of the Securities Act) of distributing the Exchange Notes) Securities), to transfer such Exchange Notes Securities from and after their receipt without any limitations or restrictions under the Securities Act or and under the state securities or blue sky laws (other than requiring minimum transfers in blocks having an aggregate principal amount of any state $100,000 and multiples of the United States or other jurisdiction$1,000 in excess thereof). In connection with the Exchange Offer, the Company shall:

Exchange Offer. Except as set forth in Section 2(b) below, the The Company shall, for the benefit of the Holders, at the Company's ’s cost, (iA) cause to be filed prepare and file with the Commission on or prior to the 90th day after the Issue Date SEC an Exchange Offer Registration Statement Statement, within 120 days of the Closing Date, on an appropriate form under the Securities 1933 Act relating with respect to a proposed Exchange Offer and the issuance and delivery to the Holders, in exchange for the Transfer Restricted Securities, of a like principal amount of Exchange OfferNotes, (iiB) use its all commercially reasonable best efforts to cause such the Exchange Offer Registration Statement to be declared effective under the Securities 1933 Act within 210 days of the Closing Date (unless the Exchange Offer Registration Statement (including documents incorporated by reference) is reviewed by the Commission on or prior to SEC, in which case within 270 days of the 270th day after the Issue Closing Date), (iiiC) use its all commercially reasonable best efforts to keep such the Exchange Offer Registration Statement effective for not less than 20 Business Days (or longer if required by applicable law or extended by the Company, at the option of the Company) after the date notice of the Exchange Offer is mailed to the Holders to and including until the closing of the Exchange Offer, Offer and (ivD) use its all commercially reasonable best efforts to complete issue on or prior to 60 days, or longer, if required by United States federal securities laws, after the Exchange Offer no later than 45 days after date on which the Exchange Offer Registration Statement becomes effectivewas declared effective by the SEC, Exchange Notes in exchange for all Transfer Restricted Securities tendered prior thereto in the Exchange Offer. Promptly after The Exchange Notes will be issued under the Indenture. Upon the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Notes Transfer Restricted Securities for a like principal amount of Exchange Notes (provided assuming that such Holder (wa) is not an Affiliate affiliate of the CompanyCompany within the meaning of Rule 405 under the 1933 Act, (xb) is not an Initial Purchaser a broker-dealer tendering Registrable Notes Transfer Restricted Securities acquired directly from the Company on the Issue Datefor its own account, (yc) acquired the Exchange Notes in the ordinary course of such Holder's ’s business and (zd) has no arrangements or understandings with any Person to participate in the distribution (within Exchange Offer for the meaning purpose of the Securities Act) of distributing the Exchange Notes) to transfer such Exchange Notes from and after their receipt without any limitations or restrictions under the Securities 1933 Act or and under the state securities or blue sky laws of any state of the United States or other jurisdictionlaws. In connection with the Exchange Offer, the Company shall:

Exchange Offer. Except as set forth in Section 2(b) below, the Company --------------- shall, for the benefit of the Holders, at the Company's cost, use its reasonable best efforts to (i) cause to be filed file with the Commission on or prior to the 90th day SEC within 120 calendar days after the Issue Date an Exchange Offer Registration Statement on an appropriate form under the Securities Act relating to the Exchange Offer, (ii) use its reasonable best efforts to cause such Exchange Offer Registration Statement to be declared effective under the Securities Act by the Commission on or prior to SEC not later than the 270th day date which is 165 calendar days after the Issue Date, (iii) use its reasonable best efforts to keep such Exchange Offer Registration Statement effective for not less than 20 Business Days 30 calendar days (or longer if required by applicable law or extended by the Company, at the option of the Companylaw) after the date notice of the Exchange Offer is mailed to the Holders to and including the closing of the Exchange Offer, and (iv) use its reasonable best efforts to complete cause the Exchange Offer no later than 45 to be consummated within 195 calendar days after the Exchange Offer Registration Statement becomes effectiveIssue Date. Promptly after the effectiveness of the Exchange Offer Registration Statement, the Company shall commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Notes Securities for a like principal amount of Exchange Notes (provided that such Holder (wi) is not an Affiliate of the Company, (xii) is not an Initial Purchaser a broker-dealer tendering Registrable Notes Securities acquired directly from the Company on the Issue DateCompany, (yiii) acquired acquires the Exchange Notes in the ordinary course of such Holder's business and (ziv) has no arrangements or understandings with any Person to participate in the distribution (within Exchange Offer for the meaning purpose of the Securities Act) of distributing the Exchange Notes) to transfer such Exchange Notes from and after their receipt without any limitations or restrictions under the Securities Act or and under the state securities or blue sky laws of any state of the United States or other jurisdictionlaws. In connection with the Exchange Offer, the Company shall:

Exchange Offer. Except as set forth in Section 2(b) below, the The Company shall, for the benefit of the Holders, at the Company's cost, (iA) cause to be filed prepare and, as soon as practicable but not later than 120 days following the Closing Date, file with the Commission on or prior to the 90th day after the Issue Date SEC an Exchange Offer Registration Statement on an appropriate form under the Securities 1933 Act relating with respect to a proposed Exchange Offer and the issuance and delivery to the Holders, in exchange for the Registrable Securities (other than Private Exchange OfferSecurities), of a like principal amount of Exchange Securities, (iiB) use its reasonable best efforts to cause such the Exchange Offer Registration Statement to be declared effective under the Securities 1933 Act by within 180 days of the Commission on or prior to the 270th day after the Issue Closing Date, (iiiC) use its reasonable best efforts to keep such the Exchange Offer Registration Statement effective for not less than 20 Business Days (or longer if required by applicable law or extended by the Company, at the option of the Company) after the date notice of the Exchange Offer is mailed to the Holders to and including until the closing of the Exchange Offer, Offer and (ivD) use its reasonable best efforts to complete cause the Exchange Offer no to be consummated not later than 45 40 days after the effective date of the Exchange Offer Registration Statement becomes effectiveStatement. Promptly after The Exchange Securities will be issued under the Indenture. Upon the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Notes Securities for a like principal amount of Exchange Notes Securities (provided assuming that such Holder (wa) is not an Affiliate affiliate of the CompanyCompany within the meaning of Rule 405 under the 1933 Act, (xb) is not an Initial Purchaser a broker-dealer tendering Registrable Notes Securities acquired directly from the Company on the Issue Datefor its own account, (yc) acquired the Exchange Notes Securities in the ordinary course of such Holder's business and (zd) has no arrangements or understandings with any Person to participate in the distribution (within Exchange Offer for the meaning purpose of the Securities Act) of distributing the Exchange NotesSecurities) to transfer such Exchange Notes Securities from and after their receipt without any limitations or restrictions under the Securities 1933 Act or and under the state securities or blue sky laws of any state of the United States or other jurisdictionlaws. In connection with the Exchange Offer, the Company shall:

Exchange Offer. Except as set forth in Section 2(b) below, the Company shall, for the benefit of the Holders, at the Company's cost, use commercially reasonable efforts to (i) cause to be filed file with the Commission on or prior to the 90th day SEC within 90 calendar days after the Issue Closing Date an Exchange Offer Registration Statement on an appropriate form under the Securities Act relating to the Exchange Offer, (ii) use its reasonable best efforts to cause such Exchange Offer Registration Statement to be declared effective under the Securities Act by the Commission on or prior to SEC not later than the 270th day date which is 180 calendar days after the Issue Closing Date, and (iii) use its reasonable best efforts to keep provided such Exchange Offer Registration Statement has been declared effective under the Securities Act by the SEC, commence the Exchange Offer and keep the Exchange Offer open for not less than 20 Business Days (30 days, or longer if required by applicable law or extended by the Companylaw, at the option of the Company) after the date notice on which such Registration Statement was declared effective by the SEC (such period referred to herein as the "Exchange Period") and at the termination thereof issue, Exchange Notes in exchange for all Registrable Notes tendered prior thereto in the Exchange Offer. Each Holder of Registrable Notes to be exchanged in the Exchange Offer is mailed shall be required, as a condition to the Holders to and including the closing of participating in the Exchange Offer, and (iv) use its reasonable best efforts to complete the Exchange Offer no later than 45 days after the Exchange Offer Registration Statement becomes effective. Promptly after the effectiveness of the Exchange Offer Registration Statement, the Company shall commence the Exchange Offer, represent that it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Notes for a like principal amount of Exchange Notes (provided that such Holder (w) is not an Affiliate of the Company, (x) is not an Initial Purchaser tendering Registrable Notes acquired directly from the Company on the Issue Date, (y) acquired the Exchange Notes in the ordinary course of such Holder's business and that it (zi) is not an Affiliate of the Company, (ii) does not hold any Notes to be exchanged for Exchange Notes in the Exchange Offer that were acquired other than in the ordinary course of business, (iii) is not a broker-dealer tendering Registrable Notes acquired directly from the Company, (iv) at the time of the Exchange Offer, has no arrangements or understandings with any Person to participate in the distribution (within Exchange Offer for the meaning purpose of the Securities Act) of distributing the Exchange Notes) to transfer such Exchange Notes from and after their receipt without any limitations or restrictions under the Securities Act or under the securities or blue sky laws of any state of the United States or other jurisdiction. In connection with the Exchange Offer, the Company shall:

Exchange Offer. Except The Issuer shall (A) prepare and, as set forth in Section 2(b) belowsoon as practicable following the Closing Date, the Company shall, for the benefit of the Holders, at the Company's cost, (i) cause to be filed file with the Commission on or prior to the 90th day after the Issue Date SEC an Exchange Offer Registration Statement on an appropriate form under with respect to a proposed Exchange Offer and the Securities Act relating issuance and delivery to the Holders, in exchange for the Registrable Notes of each series, a like principal amount of Exchange OfferNotes of such series, (iiB) use its reasonable best efforts to cause such the Exchange Offer Registration Statement to be declared effective under the Securities 1933 Act by not later than 180 calendar days following the Commission on or prior to the 270th day after the Issue Closing Date, (iiiC) use its reasonable best efforts to keep such the Exchange Offer Registration Statement effective for not less than 20 Business Days (or longer if required by applicable law or extended by the Company, at the option of the Company) after the date notice of the Exchange Offer is mailed to the Holders to and including until the closing of the Exchange Offer, Offer and (ivD) use its reasonable best efforts to complete cause the Exchange Offer no later than 45 to be consummated within 210 calendar days after following the Closing Date. The Exchange Offer Registration Statement becomes effectiveNotes will be issued under the Indenture. Promptly after Upon the effectiveness of the Exchange Offer Registration Statement, the Company Issuer shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Notes for a like principal amount of Exchange Notes (provided assuming that such Holder (wa) is not an Affiliate affiliate of the CompanyIssuer within the meaning of Rule 405 under the 1933 Act, (xb) is not an Initial Purchaser a broker-dealer tendering Registrable Notes acquired directly from the Company on the Issue DateIssuer for its own account, (yc) acquired the Exchange Notes in the ordinary course of such Holder's ’s business and (zd) has no arrangements or understandings with any Person person to participate in the distribution (within Exchange Offer for the meaning purpose of the Securities Act) of distributing the Exchange Notes) to transfer such Exchange Notes from and after their receipt without any limitations or restrictions under the Securities 1933 Act or and without material restrictions under the securities or blue sky laws of any state a majority of the several states of the United States or other jurisdictionStates. In connection with the Exchange Offer, the Company Issuer shall:

Exchange Offer. Except as set forth in Section 2(b) below, the The Company shall, for the benefit of the Holders, at the Company's cost, (i) cause to be filed with the Commission on or prior to the 90th day after the Issue Date an Exchange Offer Registration Statement on an appropriate form under the Securities Act relating to the Exchange Offer, (ii) use its reasonable best efforts (A) to file with the SEC the Exchange Offer Registration Statement not later than 120 calendar days following the original issuance of the Securities with respect to a proposed Exchange Offer and the issuance and delivery to the Holders, in exchange for the Registrable Securities, of a like principal amount of Exchange Securities, (B) to cause such the Exchange Offer Registration Statement to be declared effective under the Securities 1933 Act by within 180 calendar days of the Commission on or prior to original issuance of the 270th day after the Issue DateSecurities, (iiiC) use its reasonable best efforts to keep such the Exchange Offer Registration Statement effective for not less than 20 Business Days (or longer if required by applicable law or extended by the Company, at the option of the Company) after the date notice of the Exchange Offer is mailed to the Holders to and including until the closing of the Exchange Offer, Offer and (ivD) use its reasonable best efforts to complete unless the Exchange Offer no later than 45 days after would not be permitted by applicable law or SEC policy, to cause the Exchange Offer Registration Statement becomes effectiveto be consummated within 210 calendar days following the original issuance of the Securities. Promptly after The Exchange Securities will be issued under the Indenture. Upon the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Notes Securities for a like principal amount of Exchange Notes Securities (provided assuming that such Holder (wA) is not an Affiliate affiliate of the CompanyCompany within the meaning of Rule 405 under the 1933 Act, (xB) is not an Initial Purchaser a broker-dealer tendering Registrable Notes Securities acquired directly from the Company on the Issue Dateor one of its Affiliates for its own account, (yC) acquired the Exchange Notes Securities in the ordinary course of such Holder's business and (zD) has no arrangements or understandings with any Person to participate in the distribution (within Exchange Offer for the meaning purpose of the Securities Act) of distributing the Exchange NotesSecurities) to transfer such Exchange Notes Securities from and after their receipt without any limitations or restrictions under the Securities 1933 Act or and without material restrictions under the securities or blue sky laws of any state a substantial portion of the several states of the United States or other jurisdictionStates. In connection with the Exchange Offer, the Company shallwill:

Exchange Offer. Except as set forth in Section 2(b) belowTo the extent not prohibited by any applicable law -------------- or applicable interpretation of the staff of the SEC, the Company shall, for the benefit of the Holders, at the Company's cost, use its reasonable best efforts to (i) cause to be filed with the Commission on or prior to the 90th day after the Issue Date SEC an Exchange Offer Registration Statement on an appropriate form under the Securities Act relating to covering the Exchange Offer, (ii) use its reasonable best efforts to cause such Exchange Offer Registration Statement to be declared effective under the Securities Act by the Commission on or prior to SEC not later than the 270th day date that is 240 days after the Issue Date, and (iii) use its reasonable best efforts to keep such Exchange Offer Registration Statement effective for not less than 20 Business Days 30 calendar days (or longer if required by applicable law or extended by the Company, at the option of the Companylaw) after the date notice of the Exchange Offer is mailed to the Holders to and including the closing of the Exchange Offer, and (iv) use its reasonable best efforts to complete the Exchange Offer no later than 45 days after the Exchange Offer Registration Statement becomes effectiveHolders. Promptly after Upon the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Notes for a like principal amount of Exchange Notes (provided assuming that such Holder (w) is not an Affiliate affiliate of the Company, (x) Company within the meaning of Rule 405 under the Securities Act and is not an Initial Purchaser a broker-dealer tendering Registrable Notes acquired directly from the Company on the Issue Datefor its own account, (y) acquired acquires the Exchange Notes in the ordinary course of such Holder's business and (z) has no arrangements or understandings with any Person to participate in the distribution (within Exchange Offer for the meaning purpose of the Securities Act) of distributing the Exchange Notes, and is not prohibited by any law or policy of the SEC from participating in the Exchange Offer) to transfer such Exchange Notes from and after their receipt without any limitations or restrictions under the Securities Act or and under the state securities or blue sky laws of any state of the United States or other jurisdictionlaws. In connection with the Exchange Offer, the Company shall:

Exchange Offer. Except The Company shall (A) prepare and, as set forth in Section 2(b) belowsoon as practicable but not later than 90 days following the Closing Date, the Company shall, for the benefit of the Holders, at the Company's cost, (i) cause to be filed file with the Commission on or prior to the 90th day after the Issue Date SEC an Exchange Offer Registration Statement on an appropriate form under the Securities 1933 Act relating with respect to a proposed Exchange Offer and the issuance and delivery to the Holders, in exchange for the Registrable Securities, of a like principal amount of Exchange OfferSecurities, (iiB) use its reasonable best efforts to cause such the Exchange Offer Registration Statement to be declared effective under the Securities 1933 Act by within 150 days of the Commission on or prior to the 270th day after the Issue Closing Date, (iiiC) use its reasonable best efforts to keep such the Exchange Offer Registration Statement effective for not less than 20 Business Days (or longer if required by applicable law or extended by the Company, at the option of the Company) after the date notice of the Exchange Offer is mailed to the Holders to and including until the closing of the Exchange Offer, Offer and (ivD) use its reasonable best efforts to complete cause the Exchange Offer no to be consummated not later than 45 180 days after following the Closing Date. The Exchange Offer Registration Statement becomes effectiveSecurities will be issued under the Indenture. Promptly after Upon the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Notes Securities for a like principal amount of Exchange Notes Securities (provided assuming that such Holder (wa) is not an Affiliate affiliate of the CompanyCompany within the meaning of Rule 405 under the 1933 Act, (xb) is not an Initial Purchaser a broker-dealer tendering Registrable Notes Securities acquired directly from the Company on the Issue Datefor its own account, (yc) acquired the Exchange Notes Securities in the ordinary course of such Holder's business and (zd) has no arrangements or understandings with any Person person to participate in the distribution (within Exchange Offer for the meaning purpose of the Securities Act) of distributing the Exchange NotesSecurities) to transfer such Exchange Notes Securities from and after their receipt without any limitations or restrictions under the Securities Act or under the securities or blue sky laws of any state registration requirements of the United States or other jurisdiction. In connection with the Exchange Offer, the Company shall:

Exchange Offer. Except as set forth in Section 2(b) below, the Company shall, for the benefit of the Holders, at the Company's cost, use its reasonable best efforts to (i) cause to be filed file with the Commission on or prior to the 90th day SEC within 150 calendar days after the Issue Date an Exchange Offer Registration Statement on an appropriate form under the Securities Act relating to the Exchange Offer, (ii) use its reasonable best efforts to cause such Exchange Offer Registration Statement to be declared effective under the Securities Act by the Commission on or prior to SEC not later than the 270th day date which is 210 calendar days after the Issue Date, (iii) use its reasonable best efforts to keep such Exchange Offer Registration Statement effective for not less than 20 Business Days 30 calendar days (or longer if required by applicable law or extended by the Company, at the option of the Companylaw) after the date notice of the Exchange Offer is mailed to the Holders to and including the closing of the Exchange Offer, and (iv) use its reasonable best efforts to complete cause the Exchange Offer no later than 45 to be consummated within 240 calendar days after the Exchange Offer Registration Statement becomes effectiveIssue Date. Promptly after the effectiveness of the Exchange Offer Registration Statement, the Company shall commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Notes Securities for a like principal amount of Exchange Notes (provided that such Holder (wi) is not an Affiliate of the Company, (xii) is not an Initial Purchaser a broker-dealer tendering Registrable Notes Securities acquired directly from the Company on the Issue DateCompany, (yiii) acquired acquires the Exchange Notes in the ordinary course of such Holder's business and (ziv) has no arrangements or understandings with any Person to participate in the distribution (within Exchange Offer for the meaning purpose of the Securities Act) of distributing the Exchange Notes) to transfer such Exchange Notes from and after their receipt without any limitations or restrictions under the Securities Act or and under the state securities or blue sky laws of any state of the United States or other jurisdictionlaws. In connection with the Exchange Offer, the Company shall:

Exchange Offer. Except as set forth in Section 2(b) belowThe Company sxxxx, the Company shall, for xxr the benefit of the Holders, at the Company's cost, use its reasonable commercial efforts (iA) cause to be filed file with the Commission on or prior to SEC the 90th day after the Issue Date an Exchange Offer Registration Statement on an appropriate form under not later than 180 days following March 25, 2003 with respect to a proposed Exchange Offer and the Securities Act relating issuance and delivery to the Holders, in exchange for the Registrable Securities, of a like principal amount of Exchange OfferSecurities, (iiB) use its reasonable best efforts to cause such the Exchange Offer Registration Statement to be declared effective under the Securities 1933 Act by the Commission on or prior to the 270th day after the Issue Datewithin 270 days of March 25, 2003, (iiiC) use its reasonable best efforts to keep such the Exchange Offer Registration Statement effective for not less than 20 Business Days (or longer if required by applicable law or extended by the Company, at the option of the Company) after the date notice of the Exchange Offer is mailed to the Holders to and including until the closing of the Exchange Offer, Offer and (ivD) use its reasonable best efforts to complete unless the Exchange Offer no later than 45 days after would not be permitted by applicable law or SEC policy, to cause the Exchange Offer Registration Statement becomes effectiveto be consummated within 315 days following March 25, 2003. Promptly after The Exchange Securities will be issued under the Indenture. Upon the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Notes Securities for a like principal amount of Exchange Notes Securities (provided assuming that such Holder (wA) is not an Affiliate affiliate of the CompanyCompany within the meaning of Rule 405 under the 1933 Act (an "Affiliate"), (xB) is not an Initial Purchaser a broker-dealer tendering Registrable Notes Securities acquired directly from the Company on the Issue Dateor one of its Affiliates for its own account, (yC) acquired the Exchange Notes Securities in the ordinary course of such Holder's business and (zD) at the time of the consummation of the Exchange Offer has no arrangements or understandings with any Person to participate in the distribution (within Exchange Offer for the meaning purpose of the Securities Act) of distributing the Exchange NotesSecurities) to transfer such Exchange Notes Securities from and after their receipt without any limitations or restrictions under the Securities 1933 Act or and without material restrictions under the securities or blue sky laws of any state a substantial portion of the several states of the United States or other jurisdictionStates. In connection with the Exchange Offer, the Company shallwill:

Exchange Offer. Except as set forth in Section 2(b) below, the -------------- Company shall, for the benefit of the Holders, at the Company's cost, (i) cause to be filed file with the Commission on or prior to the 90th day SEC within 180 calendar days after the Issue Closing Date an Exchange Offer Registration Statement on an appropriate form under the Securities Act relating to the Exchange Offer, (ii) use its reasonable best efforts to cause such Exchange Offer Registration Statement to be declared effective under the Securities Act by the Commission on or prior to SEC not later than the 270th day date which is 270 calendar days after the Issue Closing Date, and (iii) use its reasonable best efforts to keep provided such Exchange Offer Registration Statement has been declared effective under the Securities Act by the SEC, commence the Exchange Offer and keep the Exchange Offer open for not less than 20 Business Days (30 days, or longer if required by applicable law or extended by the Companylaw, at the option of the Company) after the date notice on which such Registration Statement was declared effective by the SEC (such period referred to herein as the "Exchange Period") and at the termination thereof issue, --------------- Exchange Notes in exchange for all Registrable Notes tendered prior thereto in the Exchange Offer. Each Holder of Registrable Notes to be exchanged in the Exchange Offer is mailed shall be required, as a condition to the Holders to and including the closing of participating in the Exchange Offer, and (iv) use its reasonable best efforts to complete the Exchange Offer no later than 45 days after the Exchange Offer Registration Statement becomes effective. Promptly after the effectiveness of the Exchange Offer Registration Statement, the Company shall commence the Exchange Offer, represent that it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Notes for a like principal amount of Exchange Notes (provided that such Holder (w) is not an Affiliate of the Company, (x) is not an Initial Purchaser tendering Registrable Notes acquired directly from the Company on the Issue Date, (y) acquired acquires the Exchange Notes in the ordinary course of such Holder's business and that it (zi) is not an Affiliate of the Company, (ii) does not hold any Notes to be exchanged for Exchange Notes in the Exchange Offer that were acquired other than in the ordinary course of business, (iii) is not a broker-dealer tendering Registrable Notes acquired directly from the Company, (iv) at the time of the Exchange Offer, has no arrangements or understandings with any Person to participate in the distribution (within Exchange Offer for the meaning purpose of the Securities Act) of distributing the Exchange Notes) to transfer such Exchange Notes from and after their receipt without any limitations or restrictions under the Securities Act or under the securities or blue sky laws of any state of the United States or other jurisdiction. In connection with the Exchange Offer, the Company shall:

Exchange Offer. Except as set forth provided in Section 2(b) below2.2 and to the -------------- extent not prohibited by any applicable law or applicable interpretation of the staff of the SEC, the Company shall, for the benefit of the Holders, at the cost of the Company's cost, (iA) cause to be filed prepare and, as soon as practicable but not later than April 1, 2003, file with the Commission on or prior to the 90th day after the Issue Date SEC an Exchange Offer Registration Statement on an appropriate form under the Securities 1933 Act relating with respect to a proposed Exchange Offer and the issuance and delivery to the Holders, in exchange for the Registrable Securities (other than Private Exchange OfferSecurities), of a like number of shares of Exchange Securities, (iiB) use its reasonable best efforts to cause such the Exchange Offer Registration Statement to be declared effective under the Securities 1933 Act by the Commission on or prior to the 270th day after the Issue Datebefore June 1, 2003, (iiiC) use its reasonable best efforts to keep such the Exchange Offer Registration Statement effective for not less than 20 Business Days (or longer if required by applicable law or extended by the Company, at the option of the Company) after the date notice of the Exchange Offer is mailed to the Holders to and including until the closing of the Exchange Offer, Offer and (ivD) use its reasonable best efforts to complete cause the Exchange Offer no later than 45 days after to be consummated on or before July 1, 2003. The Exchange Securities will be issued pursuant to the Exchange Offer Registration Statement becomes effectiveArticles of Amendment. Promptly after Upon the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Notes Securities for a like principal amount of Exchange Notes Securities (provided assuming that such Holder (wa) is not an Affiliate affiliate of the CompanyCompany within the meaning of Rule 405 under the 1933 Act, (xb) is not an Initial Purchaser a broker-dealer tendering Registrable Notes Securities acquired directly from the Company on the Issue Datefor its own account, (yc) acquired the Exchange Notes Securities in the ordinary course of such Holder's business and (zd) has no arrangements or understandings with any Person to participate in the distribution (within Exchange Offer for the meaning purpose of the Securities Act) of distributing the Exchange NotesSecurities) to transfer such Exchange Notes Securities from and after their receipt without any limitations or restrictions under the Securities 1933 Act or and under the state securities or blue sky laws of any state of the United States or other jurisdictionlaws. In connection with the Exchange Offer, the Company shall:

Exchange Offer. Except as set forth in Section 2(b) below, the Company and the Guarantor shall, for the benefit of the Holders, at the Company's cost, use its reasonable best efforts to (i) cause to be filed file with the Commission on or prior to the 90th day SEC within 150 calendar days after the Issue Date an Exchange Offer Registration Statement on an appropriate form under the Securities Act relating to the Exchange Offer, (ii) use its reasonable best efforts to cause such Exchange Offer Registration Statement to be declared effective under the Securities Act by the Commission on or prior to SEC not later than the 270th day date which is 180 calendar days after the Issue Date, (iii) use its reasonable best efforts to keep such Exchange Offer Registration Statement effective for not less than 20 Business Days 30 calendar days (or longer if required by applicable law or extended by the Company, at the option of the Companylaw) after the date notice of the Exchange Offer is mailed to the Holders to and including the closing of the Exchange Offer, and (iv) use its reasonable best efforts to complete cause the Exchange Offer no later than 45 to be consummated within 225 calendar days after the Exchange Offer Registration Statement becomes effectiveIssue Date. Promptly after the effectiveness of the Exchange Offer Registration Statement, the Company shall commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Notes Securities for a like principal amount of Exchange Notes together with the Exchange Guarantees (provided that such Holder (wi) is not an Affiliate of the CompanyCompany or the Guarantor, (xii) is not an Initial Purchaser a broker-dealer tendering Registrable Notes Securities acquired directly from the Company on the Issue DateCompany, (yiii) acquired acquires the Exchange Notes Securities in the ordinary course of such Holder's business and (ziv) has no arrangements or understandings with any Person to participate in the distribution (within Exchange Offer for the meaning purpose of the Securities Act) of distributing the Exchange NotesSecurities) to transfer such Exchange Notes Securities from and after their receipt without any limitations or restrictions under the Securities Act or and under the state securities or blue sky laws of any state of the United States or other jurisdictionlaws. In connection with the Exchange Offer, the Company and the Guarantor shall:

Exchange Offer. Except as set forth in Section 2(b) below, the The Company shall, for the benefit of the Holders, at the Company's cost, (iA) cause to be filed prepare and, as soon as practicable but not later than 120 days following the Closing Date, file with the Commission on or prior to the 90th day after the Issue Date SEC an Exchange Offer Registration Statement on an appropriate form under the Securities 1933 Act relating with respect to a proposed Exchange Offer and the issuance and delivery to the Holders, in exchange for the Registrable Securities (other than Private Exchange OfferSecurities), of a like principal amount of Exchange Securities, (iiB) use its reasonable best efforts to cause such the Exchange Offer Registration Statement to be declared effective under the Securities 1933 Act by within 180 days of the Commission on or prior to the 270th day after the Issue Closing Date, (iiiC) use its reasonable best efforts to keep such the Exchange Offer Registration Statement effective for not less than 20 Business Days (or longer if required by applicable law or extended by the Company, at the option of the Company) after the date notice of the Exchange Offer is mailed to the Holders to and including until the closing of the Exchange Offer, Offer and (ivD) use its reasonable best efforts to complete cause the Exchange Offer no to be consummated not later than 45 30 days after the effective date of the Exchange Offer Registration Statement becomes effectiveStatement. Promptly after The Exchange Securities will be issued under the Indenture. Upon the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Notes Securities for a like principal amount of Exchange Notes Securities (provided assuming that such Holder (wa) is not an Affiliate affiliate of the CompanyCompany within the meaning of Rule 405 under the 1933 Act, (xb) is not an Initial Purchaser a broker-dealer tendering Registrable Notes Securities acquired directly from the Company on the Issue Datefor its own account, (yc) acquired the Exchange Notes Securities in the ordinary course of such Holder's business and (zd) has no arrangements or understandings with any Person to participate in the distribution (within Exchange Offer for the meaning purpose of the Securities Act) of distributing the Exchange NotesSecurities) to transfer such Exchange Notes Securities from and after their receipt without any limitations or restrictions under the Securities 1933 Act or and under the state securities or blue sky laws of any state of the United States or other jurisdictionlaws. In connection with the Exchange Offer, the Company shall:

Exchange Offer. Except The Company shall (A) prepare and, as set forth in Section 2(b) belowsoon as practicable but not later than 45 days following the Closing Date, the Company shall, for the benefit of the Holders, at the Company's cost, (i) cause to be filed file with the Commission on or prior to the 90th day after the Issue Date SEC an Exchange Offer Registration Statement on an appropriate form under the Securities 1933 Act relating with respect to a proposed Exchange Offer and the issuance and delivery to the Holders, in exchange for the Registrable Securities, a like principal amount of Exchange OfferSecurities, (iiB) use its reasonable best efforts to cause such the Exchange Offer Registration Statement to be declared effective under the Securities 1933 Act by within 105 days of the Commission on or prior to the 270th day after the Issue Closing Date, (iiiC) use its reasonable best efforts to keep such the Exchange Offer Registration Statement effective for not less than 20 Business Days (or longer if required by applicable law or extended by the Company, at the option of the Company) after the date notice of the Exchange Offer is mailed to the Holders to and including until the closing of the Exchange Offer, Offer and (ivD) use its reasonable best efforts to complete cause the Exchange Offer no to be consummated not later than 45 135 days after following the Closing Date. The Exchange Offer Registration Statement becomes effectiveSecurities will be issued under the Indenture. Promptly after Upon the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Notes Securities for a like principal amount of Exchange Notes Securities (provided assuming that such Holder (wa) is not an Affiliate affiliate of the CompanyCompany within the meaning of Rule 405 under the 1933 Act, (xb) is not an Initial Purchaser a broker-dealer tendering Registrable Notes Securities acquired directly from the Company on the Issue Datefor its own account, (yc) acquired the Exchange Notes Securities in the ordinary course of such Holder's business and (zd) has no arrangements or understandings with any Person person to participate in the distribution (within Exchange Offer for the meaning purpose of the Securities Act) of distributing the Exchange NotesSecurities) to transfer such Exchange Notes Securities from and after their receipt without any limitations or restrictions under the Securities 1933 Act or and without material restrictions under the securities or blue sky laws of any state a substantial proportion of the several states of the United States or other jurisdictionStates. In connection with the Exchange Offer, the Company shall:

Exchange Offer. Except as set forth in Section 2(b) belowTo the extent not prohibited by any applicable law or applicable interpretation of the staff of the SEC, the Company shall, for the benefit of the Holders, at the Company's cost, (i) cause to be filed with the Commission on or prior to the 90th day after the Issue Date SEC an Exchange Offer Registration Statement on an appropriate form under the Securities Act relating to covering the Exchange Offer, (ii) use its reasonable best efforts to cause such Exchange Offer Registration Statement to be declared effective under the Securities Act by the Commission on or prior to SEC not later than the 270th day date that is 270 days after the Issue Date and (iii) promptly offer the Exchange Notes in exchange for surrender of the Notes upon the effectiveness of the Exchange Offer Registration Statement, and consummate the Exchange Offer within 315 days after the Issue Date, (iii) use its reasonable best efforts to keep such Exchange Offer Registration Statement effective for not less than 20 Business Days (or longer if required by applicable law or extended by the Company, at the option of the Company) after the date notice of the Exchange Offer is mailed to the Holders to and including the closing of the Exchange Offer, and (iv) use its reasonable best efforts to complete the Exchange Offer no later than 45 days after the Exchange Offer Registration Statement becomes effective. Promptly after Upon the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Exchange Offer, it being understood that the objective of such Exchange Offer is to enable each Holder eligible and electing to exchange Registrable Notes Securities for a like principal amount of Exchange Notes of the respective series (provided assuming that such Holder (w) is not an Affiliate affiliate of the Company, (x) Company within the meaning of Rule 405 under the Securities Act and is not an Initial Purchaser a broker-dealer tendering Registrable Notes Securities acquired directly from the Company on the Issue Datefor its own account, (y) acquired acquires the Exchange Notes in the ordinary course of such Holder's business and (z) has no arrangements or understandings with any Person to participate in the distribution (within Exchange Offer for the meaning purpose of the Securities Act) of distributing the Exchange Notes) (any Holder meeting all such requirements, hereinafter an "Eligible Holder"), and to transfer such Exchange Notes from and after their receipt without any limitations or restrictions under the Securities Act or and under the state securities or blue sky laws of any state of the United States or other jurisdictionlaws. In connection with the Exchange Offer, the Company shall:

Exchange Offer. Except as set forth in Section 2(b) belowThe Company, Finance Corp. and the Company Guarantors shall, for the benefit of the Holders, at the Company's and Finance Corp.'s cost, (iA) cause to be filed prepare and, as soon as practicable but not later than 45 days following the Closing Date, file with the Commission on or prior to the 90th day after the Issue Date SEC an Exchange Offer Registration Statement on an appropriate form under the Securities 1933 Act relating with respect to a proposed Exchange Offer and the issuance and delivery to the Holders, in exchange for the Registrable Securities (other than Private Exchange OfferSecurities), of a like principal amount of Exchange Securities, (iiB) use its reasonable best efforts to cause such the Exchange Offer Registration Statement to be declared effective under the Securities 1933 Act by within 135 days of the Commission on or prior to the 270th day after the Issue Closing Date, (iiiC) use its reasonable best efforts to keep such the Exchange Offer Registration Statement effective for not less than 20 Business Days (or longer if required by applicable law or extended by the Company, at the option of the Company) after the date notice of the Exchange Offer is mailed to the Holders to and including until the closing of the Exchange Offer, Offer and (ivD) use its reasonable best efforts to complete cause the Exchange Offer no to be consummated not later than 45 175 days after following the Closing Date. The Exchange Offer Registration Statement becomes effectiveSecurities will be issued under the Indenture. Promptly after Upon the effectiveness of the Exchange Offer Registration Statement, the Company Company, Finance Corp. and the Guarantors shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Notes Securities for a like principal amount of Exchange Notes Securities (provided assuming that such Holder (wa) is not an Affiliate affiliate of the Company, Finance Corp. or any of the Guarantors within the meaning of Rule 405 under the 1933 Act, (xb) is not an Initial Purchaser a broker-dealer tendering Registrable Notes Securities acquired directly from the Company on Company, Finance Corp. or any of the Issue DateGuarantors for its own account, (yc) acquired or will acquire the Exchange Notes Securities in the ordinary course of such Holder's business and (zd) has no arrangements or understandings with any Person to participate in the distribution (within Exchange Offer for the meaning purpose of the Securities Act) of distributing the Exchange NotesSecurities) to transfer such Exchange Notes from and after their receipt without any limitations or restrictions under the Securities Act or under the securities or blue sky laws of any state of the United States or other jurisdiction. In connection with the Exchange Offer, the Company Company, Finance Corp. and the Guarantors shall:

Exchange Offer. Except as set forth in Section 2(b) belowThe Company shaxx, the Company shall, for xxx the benefit of the Holders, at the Company's cost, use its reasonable commercial efforts (iA) cause to be filed file with the Commission on or prior to SEC the 90th day after the Issue Date an Exchange Offer Registration Statement on an appropriate form under not later than 180 days following March 25, 2003 with respect to a proposed Exchange Offer and the Securities Act relating issuance and delivery to the Holders, in exchange for the Registrable Securities, of a like principal amount of Exchange OfferSecurities, (iiB) use its reasonable best efforts to cause such the Exchange Offer Registration Statement to be declared effective under the Securities 1933 Act by the Commission on or prior to the 270th day after the Issue Datewithin 270 days of March 25, 2003, (iiiC) use its reasonable best efforts to keep such the Exchange Offer Registration Statement effective for not less than 20 Business Days (or longer if required by applicable law or extended by the Company, at the option of the Company) after the date notice of the Exchange Offer is mailed to the Holders to and including until the closing of the Exchange Offer, Offer and (ivD) use its reasonable best efforts to complete unless the Exchange Offer no later than 45 days after would not be permitted by applicable law or SEC policy, to cause the Exchange Offer Registration Statement becomes effectiveto be consummated within 315 days following March 25, 2003. Promptly after The Exchange Securities will be issued under the Indenture. Upon the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Notes Securities for a like principal amount of Exchange Notes Securities (provided assuming that such Holder (wA) is not an Affiliate affiliate of the CompanyCompany within the meaning of Rule 405 under the 1933 Act (an "Affiliate"), (xB) is not an Initial Purchaser a broker-dealer tendering Registrable Notes Securities acquired directly from the Company on the Issue Dateor one of its Affiliates for its own account, (yC) acquired the Exchange Notes Securities in the ordinary course of such Holder's business and (zD) at the time of the consummation of the Exchange Offer has no arrangements or understandings with any Person to participate in the distribution (within Exchange Offer for the meaning purpose of the Securities Act) of distributing the Exchange NotesSecurities) to transfer such Exchange Notes Securities from and after their receipt without any limitations or restrictions under the Securities 1933 Act or and without material restrictions under the securities or blue sky laws of any state a substantial portion of the several states of the United States or other jurisdictionStates. In connection with the Exchange Offer, the Company shallwill:

Exchange Offer. Except as set forth in Section 2(b) below, the Company shall, for the benefit of the Holders, at the Company's cost, use its reasonable best efforts to (i) cause to be filed with the Commission on or prior to the 90th day SEC within 60 calendar days after the Issue Date an Exchange Offer Registration Statement on an appropriate form under the Securities Act relating to the Exchange Offer, (ii) use its reasonable best efforts to cause such Exchange Offer Registration Statement to be declared effective under the Securities Act by the Commission on or prior to SEC not later than the 270th day date which is 135 calendar days after the Issue Date, (iii) use its reasonable best efforts to keep such Exchange Offer Registration Statement effective for not less than 20 Business Days 30 calendar days (or longer if required by applicable law or extended by the Company, at the option of the Companylaw) after the date notice of the Exchange Offer is mailed to the Holders to and including the closing of the Exchange Offer, and (iv) use its reasonable best efforts to complete cause the Exchange Offer no later than 45 to be consummated within 180 calendar days after the Exchange Offer Registration Statement becomes effectiveIssue Date. Promptly after the effectiveness of the Exchange Offer Registration Statement, the Company shall commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Notes for a like principal amount of Exchange Notes of the same series (provided that such Holder (wi) is not an Affiliate of the Company, (xii) is not an Initial Purchaser a broker-dealer tendering Registrable Notes acquired directly from the Company on the Issue DateCompany, (yiii) acquired acquires the Exchange Notes in the ordinary course of such Holder's business and (ziv) has no arrangements or understandings with any Person to participate in the distribution (within Exchange Offer for the meaning purpose of the Securities Act) of distributing the Exchange Notes) to transfer such Exchange Notes from and after their receipt without any limitations or restrictions under the Securities Act or and under the state securities or blue sky laws of any state of the United States or other jurisdictionlaws. In connection with the Exchange Offer, the Company shall:

Exchange Offer. Except as set forth in Section 2(b) below, the Company Operating Partnership shall, for the benefit of the Holders, at the CompanyOperating Partnership's cost, use its reasonable best efforts to (i) cause to be filed with the Commission on or prior to the 90th day SEC within 120 calendar days after the Issue Date an Exchange Offer Registration Statement on an appropriate form under the Securities Act relating to the Exchange Offer, (ii) use its reasonable best efforts to cause such Exchange Offer Registration Statement to be declared effective under the Securities Act by the Commission on or prior to SEC not later than the 270th day date which is 165 calendar days after the Issue Date, (iii) use its reasonable best efforts to keep such Exchange Offer Registration Statement effective for not less than 20 Business Days 30 calendar days (or longer if required by applicable law or extended by the Company, at the option of the Companylaw) after the date notice of the Exchange Offer is mailed to the Holders to and including the closing of the Exchange Offer, and (iv) use its reasonable best efforts to complete cause the Exchange Offer no later than 45 to be consummated within 195 calendar days after the Exchange Offer Registration Statement becomes effectiveIssue Date. Promptly after the effectiveness of the Exchange Offer Registration Statement, the Company Operating Partnership shall commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Notes for a like principal amount of Exchange Notes of the same series (provided that such Holder (wi) is not an Affiliate of the CompanyOperating Partnership, (xii) is not an Initial Purchaser a broker-dealer tendering Registrable Notes acquired directly from the Company on the Issue DateOperating Partnership, (yiii) acquired acquires the Exchange Notes in the ordinary course of such Holder's business and (ziv) has no arrangements or understandings with any Person to participate in the distribution (within Exchange Offer for the meaning purpose of the Securities Act) of distributing the Exchange Notes) to transfer such Exchange Notes from and after their receipt without any limitations or restrictions under the Securities Act or and under the state securities or blue sky laws of any state of the United States or other jurisdictionlaws. In connection with the Exchange Offer, the Company Operating Partnership shall:

Exchange Offer. Except as set forth in Section 2(b(i) belowTo the extent not prohibited by any applicable law or applicable interpretation of the staff of the SEC, the Company DPL shall, for the benefit of the Holders, at the CompanyDPL's cost, use its reasonable best efforts to (iA) prepare and cause to be filed with the Commission on or prior to the 90th day SEC, not later than 120 days after the Issue Date Date, an Exchange Offer Registration Statement on an appropriate form under the Securities Act relating to the Exchange Offer, (iiB) use its reasonable best efforts to cause such Exchange Offer Registration Statement to be declared effective under the Securities Act by the Commission on or prior to the 270th day SEC not later than 180 days after the Issue Date, Date and (iiiC) use its reasonable best efforts to keep such Exchange Offer Registration Statement effective for not less than 20 Business Days 30 calendar days (or longer if required by applicable law or extended by law, and in any event through the Company, at the option of the CompanyExchange Period) after the date notice the Notice of the Exchange Offer is mailed to the Holders to and including the closing of the Exchange Offer, and (iv) use its reasonable best efforts to complete the Exchange Offer no later than 45 days after the Exchange Offer Registration Statement becomes effectiveHolders. Promptly after Upon the effectiveness of the Exchange Offer Registration Statement, the Company DPL shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and so electing to exchange Registrable Notes Securities for a like principal amount of Exchange Notes (provided assuming that such Holder (w) is not an Affiliate of the CompanyDPL, (x) is not an Initial Purchaser a broker-dealer tendering Registrable Notes Securities acquired directly from the Company on the Issue DateDPL for its own account, (y) acquired acquires the Exchange Notes in the ordinary course of such Holder's business and (z) has no arrangements or understandings with any Person to participate in the distribution (within Exchange Offer for the meaning purpose of distributing the Exchange Notes and is not otherwise prohibited by any law or policy of the Securities Act) of SEC from participating in the Exchange NotesOffer) (any Holder meeting all such requirements, hereinafter an "Eligible Holder"), and to transfer such Exchange Notes from and after their receipt without any limitations or restrictions under the Securities Act or and under the state securities or blue sky laws of any state of the United States or other jurisdiction. In connection with the Exchange Offer, the Company shall:laws.

Exchange Offer. Except as set forth in Section 2(b) below, the The Company shall, for the benefit of the Holders, at -------------- the Company's cost, (iA) cause to be filed prepare and not later than 135 calendar days following the Closing Date, file with the Commission on or prior to the 90th day after the Issue Date SEC an Exchange Offer Registration Statement on an appropriate form under the Securities 1933 Act relating with respect to a proposed Exchange Offer and the issuance and delivery to the Holders, in exchange for the Registrable Securities (other than Private Exchange OfferSecurities), of a like principal amount of Exchange Securities, (iiB) use its reasonable best efforts to cause such the Exchange Offer Registration Statement to be declared effective under the Securities 1933 Act by (the Commission on or prior to "Effective Date") within 180 calendar days of the 270th day after the Issue Closing Date, (iiiC) use its reasonable best efforts to keep such the Exchange Offer Registration Statement effective for not less than 20 Business Days (or longer if required by applicable law or extended by the Company, at the option of the Company) after the date notice of the Exchange Offer is mailed to the Holders to and including until the closing of the Exchange Offer, Offer and (ivD) use its reasonable best efforts to complete cause the Exchange Offer no to be consummated not later than 45 calendar days after following the Effective Date. The Exchange Offer Registration Statement becomes effectiveSecurities will be issued under the Indenture. Promptly after Upon the effectiveness of the Exchange Offer Registration Statement, within the agreed-upon time limits, the Company shall commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Notes Securities for a like principal amount of Exchange Notes Securities (provided assuming that such Holder (wa) is not an Affiliate affiliate of the CompanyCompany within the meaning of Rule 405 under the 1933 Act, (xb) is not an Initial Purchaser a broker-dealer tendering Registrable Notes Securities acquired directly from the Company on the Issue Datefor its own account, (yc) acquired the Exchange Notes Securities in the ordinary course of such Holder's business and (zd) has no arrangements or understandings with any Person to participate in the distribution (within Exchange Offer for the meaning purpose of the Securities Act) of distributing the Exchange NotesSecurities) to transfer such Exchange Notes Securities from and after their receipt without any limitations or restrictions under the Securities 1933 Act or and under the state securities or blue sky laws of any state laws. In order to participate in the Exchange Offer, each Holder must represent to the Company at the time of the United States Consummation of the Exchange Offer that it (a) is not an affiliate of the Company within the meaning of Rule 405 under the 1933 Act, (b) is not a broker-dealer tendering Registrable Securities acquired directly from the Company for its own account, (c) acquired the Exchange Securities in the ordinary course of such Holder's business and (d) has no arrangements or other jurisdictionunderstandings with any Person to participate in the Exchange Offer for the purpose of distributing the Exchange Securities. In connection with the Exchange Offer, the Company shall:

Exchange Offer. Except as set forth in Section 2(b(a) below, The Company and the Company Guarantor shall, for the benefit of the Holders, at the Company's cost, : (i) cause to be filed prepare and file with the Commission on or prior to the 90th day SEC promptly after the Issue Date an date hereof, but in no event later than the Filing Date, a registration statement (the "Exchange Offer Registration Statement Statement") on an appropriate form under the Securities Act relating with respect to a proposed offer (the "Exchange Offer") to the Holders to issue and deliver to such Holders, in exchange for the Notes, a like aggregate principal amount of Exchange OfferSecurities, (ii) use its their respective reasonable best efforts to cause such the Exchange Offer Registration Xxxxxxxx- tion Statement to be declared become effective under the Securities Act by the Commission on or prior to the 270th day as promptly as practicable after the Issue filing thereof, but in no event later than the Effectiveness Target Date, (iii) use its their respective reasonable best efforts to keep such the Exchange Offer Registration Statement effective for not less than 20 Business Days (or longer if required by applicable law or extended by until the Company, at the option of the Company) after the date notice consummation of the Exchange Offer is mailed pursuant to the Holders to and including the closing of the Exchange Offerits terms, and (iv) unless the Exchange Offer would not be permitted by a policy of the SEC, commence the Exchange Offer and use its their respective reasonable best efforts to complete to, on the Exchange Offer no later than 45 days earliest practicable date after the Exchange Offer Registration Statement becomes is declared effective. Promptly after the effectiveness of , but in no event later than 30 Business Days thereafter, consummate the Exchange Offer Registration Statement, the Company shall commence and issue Exchange Securities in exchange for all Notes tendered prior thereto in the Exchange Offer, it being the objective of such . The Exchange Offer shall not be subject to enable each Holder eligible and electing to exchange Registrable Notes for a like principal amount of any conditions, other than that the Exchange Notes (provided that such Holder (w) is Offer does not an Affiliate violate applicable law or any applicable interpretation of the Company, (x) is not an Initial Purchaser tendering Registrable Notes acquired directly from the Company on the Issue Date, (y) acquired the Exchange Notes in the ordinary course of such Holder's business and (z) has no arrangements or understandings with any Person to participate in the distribution (within the meaning staff of the Securities Act) of the Exchange Notes) to transfer such Exchange Notes from and after their receipt without any limitations or restrictions under the Securities Act or under the securities or blue sky laws of any state of the United States or other jurisdiction. In connection with the Exchange Offer, the Company shall:SEC.

Exchange Offer. Except as set forth in Section 2(b) belowTo the extent not prohibited by any applicable law or applicable interpretation of the staff of the SEC, the Company Issuers shall, for the benefit of the Holders, at the Company's Issuers' cost, (i) use their reasonable best efforts to cause to be filed with the Commission on or prior to the 90th day SEC within 60 days after the Issue Date Closing Time an Exchange Offer Registration Statement on an appropriate form under the Securities 1933 Act relating covering the offer by the Issuers to the Holders to exchange all of the Registrable Notes (other than Private Exchange OfferNotes) for a like principal amount of Exchange Notes, (ii) use its reasonable best efforts to cause have such Exchange Offer Registration Statement to be declared effective under the Securities 1933 Act by the Commission on or prior SEC, to the 270th day after the Issue Date, (iii) use its reasonable best efforts to keep have such Exchange Offer Registration Statement remain effective for not less than 20 Business Days (or longer if required by applicable law or extended by the Company, at the option of the Company) after the date notice of the Exchange Offer is mailed to the Holders to and including until the closing of the Exchange Offer, Offer and (iv) use its reasonable best efforts to complete cause the Exchange Offer no to be consummated not later than 45 150 days after the Closing Time. The Exchange Offer Registration Statement becomes effectiveNotes will be issued under the Indenture. Promptly after Upon the effectiveness of the Exchange Offer Registration Statement, the Company Issuers shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Notes for a like principal amount of Exchange Notes (provided assuming that such Holder (w) is not an Affiliate affiliate of any of the Company, (x) Issuers within the meaning of Rule 405 under the 1933 Act and is not an Initial Purchaser a broker-dealer tendering Registrable Notes acquired directly from any of the Company on the Issue DateIssuers for its own account, (y) acquired acquires the Exchange Notes in the ordinary course of such Holder's business and (z) has no arrangements or understandings with any Person to participate in the distribution (within Exchange Offer for the meaning purpose of the Securities Act) of distributing the Exchange NotesNotes and that each such Holder makes a representation to the Issuers to such effect) to transfer such Exchange Notes from and after their receipt without any limitations or restrictions under the Securities 1933 Act or and without ma- terial restrictions under the securities laws of a substantial proportion of the several states of the United States under state securities or blue sky laws of any state of the United States or other jurisdictionlaws. In connection with the Exchange Offer, the Company Issuers shall:

Exchange Offer. Except as set forth in Section 2(b) below, the The Company shall, for the benefit of the Holders, at the Company's ’s cost, (iA) cause to be filed prepare and, as soon as practicable but not later than 360 days following the Closing Date, file with the Commission on or prior to the 90th day after the Issue Date SEC an Exchange Offer Registration Statement on an appropriate form under the Securities 1933 Act relating with respect to a proposed Exchange Offer and the issuance and delivery to the Holders, in exchange for the Registrable Securities (other than Private Exchange OfferSecurities), of a like principal amount of Exchange Securities, (iiB) use its commercially reasonable best efforts to cause such the Exchange Offer Registration Statement to be declared effective under the Securities 1933 Act by the Commission on or prior to the 270th day within 180 days after the Issue Datefiling of the Registration Statement, (iiiC) use its commercially reasonable best efforts to keep such the Exchange Offer Registration Statement effective for not less than 20 Business Days (or longer if required by applicable law or extended by the Company, at the option of the Company) after the date notice of the Exchange Offer is mailed to the Holders to and including until the closing of the Exchange Offer, Offer and (ivD) use its commercially reasonable best efforts to complete cause the Exchange Offer no later than 45 to be completed within 210 days after the filing of the Registration Statement. The Exchange Offer Registration Statement becomes effectiveSecurities will be issued under the Indenture. Promptly after Upon the effectiveness of the Exchange Offer Registration Statement, the Company shall commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Notes Securities for a like principal amount of Exchange Notes Securities (provided assuming that such Holder (wa) is not an Affiliate affiliate of the CompanyCompany within the meaning of Rule 405 under the 1933 Act, (xb) is not an Initial Purchaser a broker-dealer tendering Registrable Notes Securities acquired directly from the Company on the Issue Datefor its own account, (yc) has acquired or will acquire the Exchange Notes Securities in the ordinary course of such Holder's ’s business and (zd) has no arrangements or understandings with any Person to participate in the distribution (within Exchange Offer for the meaning purpose of the Securities Act) of distributing the Exchange NotesSecurities) to transfer such Exchange Notes Securities from and after their receipt without any limitations or restrictions under the Securities 1933 Act or and under the state securities or blue sky laws of any state of the United States or other jurisdictionlaws. In connection with the Exchange Offer, the Company shall:

Exchange Offer. Except as set forth in Section 2(b) below, The Co-Issuers and the Company Guarantors shall, for the benefit of the Holders, at the Company's Co-Issuers’ and the Guarantors’ cost, (iA) cause to be filed prepare and file with the Commission on or prior to the 90th day SEC no later than 150 days after the Issue Date Closing Date, an Exchange Offer Registration Statement on an appropriate form under the Securities 1933 Act relating with respect to a proposed Exchange Offer and the issuance and delivery to the Holders, in exchange for the Registrable Securities (other than Private Exchange OfferSecurities), of a like principal amount of Exchange Securities, (iiB) use its their commercially reasonable best efforts to cause such the Exchange Offer Registration Statement to be declared effective effective, under the Securities 1933 Act by the Commission on or prior to the 270th day not later than 210 days after the Issue Closing Date, (iiiC) use its their commercially reasonable best efforts to keep such the Exchange Offer Registration Statement effective for not less than 20 Business Days (or longer if required by applicable law or extended by the Company, at the option of the Company) after the date notice of the Exchange Offer is mailed to the Holders to and including until the closing of the Exchange Offer, and (ivD) use its their commercially reasonable best efforts to complete cause the Exchange Offer no to be consummated not later than 45 255 days after the Exchange Offer Registration Statement becomes effective. Promptly after Closing Date, and (E) upon the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Notes Securities for a like principal amount of Exchange Notes Securities (provided that such Holder (wa) is not an Affiliate affiliate of either Co-Issuer within the Companymeaning of Rule 405 under the 1933 Act, (xb) is not an Initial Purchaser a broker-dealer tendering Registrable Notes Securities acquired directly from the Company on the Issue DateCo-Issuers for its own account, (yc) acquired the Exchange Notes Securities in the ordinary course of such Holder's ’s business and (zd) has no arrangements or understandings with any Person to participate in the distribution (within Exchange Offer for the meaning purpose of the Securities Act) of distributing the Exchange NotesSecurities) to transfer such Exchange Notes Securities from and after their receipt without any limitations or restrictions under the Securities 1933 Act or and under the state securities or blue sky laws of any state of the United States or other jurisdictionlaws. In connection with the Exchange Offer, the Company Co-Issuers and the Guarantors shall:

Exchange Offer. Except as set forth in Section 2(b) below, the The Company shall, for the benefit of the Holders, at the Company's ’s cost, (i) cause to unless the Exchange Offer would not be filed permitted by applicable law or SEC policy, file with the Commission on or prior to the 90th day SEC within 90 days after the Issue Date Closing Time an Exchange Offer Registration Statement on an appropriate form under the Securities Act relating covering the offer by the Company to the Holders to exchange all of the Transfer Restricted Notes (other than Private Exchange OfferNotes (as defined below)) for a like principal amount of Exchange Notes, (ii) unless the Exchange Offer would not be permitted by applicable law or SEC policy, use its reasonable best efforts to cause have such Exchange Offer Registration Statement to be declared effective under the Securities Act by the Commission SEC not later than 150 days after the Closing Time (the “Target Effectiveness Date”), (iii) have such Registration Statement remain effective until the closing of the Exchange Offer and (iv) unless the Exchange Offer would not be permitted by applicable law or SEC policy, commence the Exchange Offer and use its best efforts to issue, on or prior to the 270th 180th day after the Issue Closing Time (the “Target Consummation Date”), (iii) use its reasonable best efforts to keep such Exchange Offer Registration Statement effective Notes in exchange for not less than 20 Business Days (or longer if required by applicable law or extended by the Company, at the option of the Company) after the date notice of the Exchange Offer is mailed to the Holders to and including the closing of all Notes tendered prior thereto in the Exchange Offer, and (iv) use its reasonable best efforts to complete the Exchange Offer no later than 45 days after the Exchange Offer Registration Statement becomes effective. Promptly after Upon the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to participate in the Exchange Offer to exchange Registrable Transfer Restricted Notes for a like principal amount of Exchange Notes (provided assuming that such Holder (w) is not an Affiliate affiliate of the Company, (x) Company within the mean- ing of Rule 405 under the Securities Act and is not an Initial Purchaser a broker-dealer tendering Registrable Transfer Restricted Notes acquired directly from the Company on the Issue Datefor its own account, (y) acquired acquires the Exchange Notes in the ordinary course of such Holder's ’s business and (z) has no arrangements or understandings with any Person to participate in the distribution Exchange Offer for the purpose of distributing (within the meaning of the Securities Act) of the Exchange Notes) and to transfer such Exchange Notes from and after their receipt without any limitations or restrictions under the Securities Act or and under the state securities or blue sky laws of any state of the United States or other jurisdictionlaws. In connection with the Exchange Offer, the Company shall:

Exchange Offer. Except as set forth in Section 2(b(a) belowTo the extent not prohibited by any applicable law or applicable interpretation of the staff of the SEC, the Company shallIssuers shall (A) prepare and, for the benefit of the Holders, at the Company's cost, (i) cause to be filed with the Commission on or prior to the 90th day 60 days after the date of original issuance of the Notes (the "Issue Date an Exchange Offer Date"), file with the SEC a Registration Statement on an appropriate form under the Securities Act relating with respect to an offer by the Company to the Exchange Offer, (ii) use its reasonable best efforts to cause such Exchange Offer Registration Statement to be declared effective under the Securities Act by the Commission on or prior to the 270th day after the Issue Date, (iii) use its reasonable best efforts to keep such Exchange Offer Registration Statement effective for not less than 20 Business Days (or longer if required by applicable law or extended by the Company, at the option holders of the Company) after the date notice of the Exchange Offer is mailed Notes to the Holders issue and deliver to and including the closing of the Exchange Offersuch holders, and (iv) use its reasonable best efforts to complete the Exchange Offer no later than 45 days after the Exchange Offer Registration Statement becomes effective. Promptly after the effectiveness of the Exchange Offer Registration Statementin exchange for Notes, the Company shall commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Notes for a like principal amount of Exchange Notes (provided that such Holder (w) is not an Affiliate of the CompanyNotes, (xB) is not an Initial Purchaser tendering Registrable Notes acquired directly from use their best efforts to cause the Company Registration Statement relating to the Exchange Offer to be declared effective by the SEC under the Securities Act on or prior to 150 days after the Issue Date, and (yC) acquired commence the Exchange Offer and use their best efforts to issue, on or prior to the Consummation Date, the Exchange Notes. The offer and sale of the Exchange Notes in pursuant to the ordinary course of such Holder's business Exchange Offer shall be registered pursuant to the Securities Act on the appropriate form (the "Exchange Registration Statement") and (z) has no arrangements duly registered or understandings qualified under all applicable state securities or Blue Sky laws and will comply with all applicable tender offer rules and regulations under the Exchange Act and state securities or Blue Sky laws. The Exchange Offer shall not be subject to any Person to participate in condition, other than that the distribution (within the meaning Exchange Offer does not violate any applicable law or interpretation of the Securities Act) staff of the SEC. Upon consummation of the Exchange Offer in accordance with this Section 2, the Issuers shall have no further registration obligations other than with respect to (i) Private Exchange Notes, (ii) to transfer such Exchange Notes from held by Participating Broker-Dealers and after their receipt without any limitations (iii) Notes or restrictions under the Securities Act or under the Exchange Notes as to which Section 3(a)(iii) hereof applies. No securities or blue sky laws of any state of the United States or other jurisdiction. In connection with shall be included in the Exchange Offer, Registration Statement other than the Company shall:Exchange Notes.

Exchange Offer. Except as set forth in Section 2(b) belowTo the extent not prohibited by any applicable law or applicable interpretation of the staff of the Commission, each of the Company Issuers shall, for the benefit of the Holders, at the Company's Issuers' cost, (i) use its best efforts to cause to be filed with the Commission on or prior to the 90th day after the Issue Date an Exchange Offer Registration Statement on or prior to 60 days after the Closing Date on an appropriate form under the Securities Act relating covering the offer by the Issuers to the Holders to exchange all of the Registrable Securities (other than Private Exchange OfferNotes) for a like aggregate principal amount of Exchange Notes, (ii) use its reasonable best efforts to cause such Exchange Offer Registration Statement to be declared effective under the Securities Act by the Commission on or prior to the 270th day 135 days after the Issue Closing Date, (iii) use its reasonable best efforts to keep cause such Exchange Offer Registration Statement to remain effective for not less than 20 Business Days (or longer if required by applicable law or extended by the Company, at the option of the Company) after the date notice of the Exchange Offer is mailed to the Holders to and including until the closing of the Exchange Offer, Offer and (iv) use its reasonable best efforts to complete cause the Exchange Offer no later than 45 to be consummated on or prior to 30 days after the date on which the Exchange Offer Registration Statement becomes effectivewas declared effective under the Act by the Commission. Promptly after The Exchange Notes will be issued under the Indenture. Upon the effectiveness of the Exchange Offer Registration Statement, the Company Issuers shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder (other than Participating Broker-Dealers) eligible and electing to exchange Registrable Notes Securities for a like principal amount of Exchange Notes (provided assuming that such Holder (w) is not an Affiliate affiliate of any of the CompanyIssuers within the meaning of Rule 405 under the Act, (x) is not an Initial Purchaser tendering Registrable Notes acquired directly from the Company on the Issue Date, (y) acquired acquires the Exchange Notes in the ordinary course of such Holder's business and (z) has no arrangements or understandings with any Person to participate in the distribution (within Exchange Offer for the meaning purpose of the Securities Act) of distributing the Exchange Notes) to transfer such Exchange Notes from and after their receipt without any limitations or restrictions under the Securities Act or under the state securities or blue sky laws of any state of the United States or other jurisdictionlaws. In connection with the Exchange Offer, the Company Issuers shall:

Exchange Offer. Except as set forth in Section 2(b) belowTo the extent not prohibited by any applicable -------------- law or applicable interpretation of the staff of the SEC, the Company and the Trust shall, for the benefit of the Holders, at the Company's cost, use its best efforts to (i) cause to be filed file with the Commission on or prior to the 90th day SEC within 150 days after the Issue Date an Exchange Offer Registration Statement on an appropriate form under the Securities Act relating to the Exchange Offer, (ii) use its reasonable best efforts to cause such the Exchange Offer Registration Statement to be declared effective under the Securities Act by the Commission on or prior to the 270th day within 180 days after the Issue Date, and (iii) use its reasonable best efforts to keep such Exchange Offer Registration Statement effective for not less than 20 Business Days 30 days (or longer if required by applicable law or extended by the Company, at the option of the Companylaw) after the date notice of the Exchange Offer is has been mailed to the Holders to and including the closing of the Exchange Offer, and (iv) use its reasonable best efforts to complete the Exchange Offer no later than 45 days after the Exchange Offer Registration Statement becomes effectiveHolders. Promptly after Upon the effectiveness of the Exchange Offer Registration Statement, the Company and the Trust shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Notes Securities for a like principal amount of Exchange Notes Debentures or a like liquidation amount of Exchange Capital Securities, together with the Exchange Guarantee, as applicable (provided assuming that such Holder (w) is not an Affiliate affiliate of the Company, (x) Company or the Trust within the meaning of Rule 405 under the Securities Act and is not an Initial Purchaser a broker- dealer tendering Registrable Notes Securities acquired directly from the Company on the Issue Datefor its own account, (y) acquired acquires the Exchange Notes Securities in the ordinary course of such Holder's business and (z) has no arrangements or understandings with any Person to participate in the distribution (within Exchange Offer for the meaning purpose of the Securities Act) of distributing the Exchange NotesSecurities) to transfer such Exchange Notes Securities from and after their receipt without any limitations or restrictions under the Securities Act or and under the state securities or blue sky laws of any state of the United States or other jurisdictionlaws. In connection with the Exchange Offer, the Company and the Trust shall:

Exchange Offer. Except as set forth in Section 2(b(i) belowTo the extent not prohibited by any applicable law or applicable interpretation of the staff of the SEC, the Company DP&L shall, for the benefit of the Holders, at the CompanyDP&L's cost, use its reasonable best efforts to (iA) prepare and cause to be filed with the Commission on or prior to the 90th day SEC, not later than 120 days after the Issue Date Date, an Exchange Offer Registration Statement on an appropriate form under the Securities Act relating to the Exchange Offer, (iiB) use its reasonable best efforts to cause such Exchange Offer Registration Statement to be declared effective under the Securities Act by the Commission on or prior to the 270th day SEC not later than 180 days after the Issue Date, Date and (iiiC) use its reasonable best efforts to keep such Exchange Offer Registration Statement effective for not less than 20 Business Days 30 calendar days (or longer if required by applicable law or extended by law, and in any event through the Company, at the option of the CompanyExchange Period) after the date notice the Notice of the Exchange Offer is mailed to the Holders to and including the closing of the Exchange Offer, and (iv) use its reasonable best efforts to complete the Exchange Offer no later than 45 days after the Exchange Offer Registration Statement becomes effectiveHolders. Promptly after Upon the effectiveness of the Exchange Offer Registration Statement, the Company DP&L shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and so electing to exchange Registrable Notes Securities for a like principal amount of Exchange Notes Bonds (provided assuming that such Holder (w) is not an Affiliate of the CompanyDP&L, (x) is not an Initial Purchaser a broker-dealer tendering Registrable Notes Securities acquired directly from the Company on the Issue DateDP&L for its own account, (y) acquired acquires the Exchange Notes Bonds in the ordinary course of such Holder's business and (z) has no arrangements or understandings with any Person to participate in the distribution (within Exchange Offer for the meaning purpose of distributing the Exchange Bonds and is not otherwise prohibited by any law or policy of the Securities Act) of SEC from participating in the Exchange NotesOffer) (any Holder meeting all such requirements, hereinafter an "Eligible Holder"), and to transfer such Exchange Notes Bonds from and after their receipt without any limitations or restrictions under the Securities Act or and under the state securities or blue sky laws of any state of the United States or other jurisdiction. In connection with the Exchange Offer, the Company shall:laws.

Exchange Offer. Except as set forth in Section 2(b) below, the The Company shall, for the benefit of the Holders, at the Company's cost, (iA) cause to be filed prepare and, as soon as practicable but not later than 90 days following the Closing Date, file with the Commission on or prior to the 90th day after the Issue Date SEC an Exchange Offer Registration Statement on an appropriate form under with respect to a proposed Exchange Offer and the Securities Act relating issuance and delivery to the Exchange OfferHolders, in exchange for the 144A Notes, of a like principal amount of Registered Notes, (iiB) use its reasonable best efforts to cause such the Exchange Offer Registration Statement to be declared effective under the Securities 1933 Act by within 180 days of the Commission on or prior to the 270th day after the Issue Closing Date, (iiiC) use its reasonable best efforts to keep such the Exchange Offer Registration Statement effective for not less than 20 Business Days (or longer if required by applicable law or extended by the Company, at the option of the Company) after the date notice of the Exchange Offer is mailed to the Holders to and including until the closing of the Exchange Offer, Offer and (ivD) use its reasonable best efforts to complete cause the Exchange Offer no to be consummated not later than 45 225 days after following the Exchange Offer Registration Statement becomes effectiveClosing Date. Promptly after Upon the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable 144A Notes for a like principal amount of Exchange Registered Notes (provided assuming that such Holder (wa) is not an Affiliate affiliate of the CompanyCompany within the meaning of Rule 405 under the 1933 Act, (xb) is not an Initial Purchaser a broker-dealer tendering Registrable 144A Notes acquired directly from the Company on the Issue Datefor its own account, (yc) acquired or will acquire the Exchange 144A Notes and Registered Notes in the ordinary course of such Holder's business and (zd) has no arrangements or understandings with any Person to participate in the distribution (within Exchange Offer for the meaning purpose of distributing the Securities Act) of the Exchange Registered Notes) to transfer such Exchange Registered Notes from and after their receipt without any limitations or restrictions under the Securities 1933 Act or and under the state securities or blue sky laws of any state of the United States or other jurisdictionlaws. In connection with the Exchange Offer, the Company shall:

Exchange Offer. Except as set forth in Section 2(b) belowThe Company shalx, the Company shall, for the xxx xhe benefit of the Holders, at the Company's cost, use its reasonable commercial efforts (iA) cause to be filed file with the Commission on or prior to SEC the 90th day after the Issue Date an Exchange Offer Registration Statement on an appropriate form under not later than 180 days following the date of original issuance of the Securities Act relating with respect to a proposed Exchange Offer and the issuance and delivery to the Holders, in exchange for the Registrable Securities, of a like principal amount of Exchange OfferSecurities, (iiB) use its reasonable best efforts to cause such the Exchange Offer Registration Statement to be declared effective under the Securities 1933 Act by within 270 days following the Commission on or prior to date of original issuance of the 270th day after the Issue DateSecurities, (iiiC) use its reasonable best efforts to keep such the Exchange Offer Registration Statement effective for not less than 20 Business Days (or longer if required by applicable law or extended by the Company, at the option of the Company) after the date notice of the Exchange Offer is mailed to the Holders to and including until the closing of the Exchange Offer, Offer and (ivD) use its reasonable best efforts to complete unless the Exchange Offer no later than 45 days after would not be permitted by applicable law or SEC policy, to cause the Exchange Offer Registration Statement becomes effectiveto be consummated within 315 days following the date of original issuance of the Securities. Promptly after The Exchange Securities will be issued under the Indenture. Upon the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Notes Securities for a like principal amount of Exchange Notes Securities (provided assuming that such Holder (wA) is not an Affiliate affiliate of the CompanyCompany within the meaning of Rule 405 under the 1933 Act (an "Affiliate"), (xB) is not an Initial Purchaser a broker-dealer tendering Registrable Notes Securities acquired directly from the Company on the Issue Dateor one of its Affiliates for its own account, (yC) acquired the Exchange Notes Securities in the ordinary course of such Holder's business and (zD) at the time of the consummation of the Exchange Offer has no arrangements or understandings with any Person to participate in the distribution (within Exchange Offer for the meaning purpose of the Securities Act) of distributing the Exchange NotesSecurities) to transfer such Exchange Notes Securities from and after their receipt without any limitations or restrictions under the Securities 1933 Act or and without material restrictions under the securities or blue sky laws of any state a substantial portion of the several states of the United States or other jurisdictionStates. In connection with the Exchange Offer, the Company shallwill:

Exchange Offer. Except as set forth in Section 2(b) belowTo the extent not prohibited by any applicable law or applicable interpretation of the staff of the SEC, the Company and the Trust shall, for the benefit of the Holders, at the Company's cost, use its reasonable best efforts to (i) cause to be filed with the Commission on or prior to the 90th day SEC within 150 days after the Issue Date an Exchange Offer Registration Statement on an appropriate form under the Securities Act relating to covering the Exchange Offer, (ii) use its reasonable best efforts to cause such Exchange Offer Registration Statement to be declared effective under the Securities Act by the Commission on or prior to SEC not later than the 270th day date which is 180 days after the Issue Date, and (iii) use its reasonable best efforts to keep such Exchange Offer Registration Statement effective for not less than 20 Business Days 30 calendar days (or longer if required by applicable law or extended by the Company, at the option of the Companylaw) after the date notice of the Exchange Offer is mailed to the Holders to and including the closing of the Exchange Offer, and (iv) use its reasonable best efforts to complete the Exchange Offer no later than 45 days after the Exchange Offer Registration Statement becomes effectiveHolders. Promptly after Upon the effectiveness of the Exchange Offer Registration Statement, the Company and the Trust shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Notes Securities for a like principal amount of Exchange Notes Debentures or a like liquidation amount of Exchange Capital Securities, together with the Exchange Guarantee, as applicable (provided assuming that such Holder (w) is not an Affiliate affiliate of the Company, (x) Company within the meaning of Rule 405 under the Securities Act and is not an Initial Purchaser a broker-dealer tendering Registrable Notes Securities acquired directly from the Company on the Issue Datefor its own account, (y) acquired acquires the Exchange Notes Securities in the ordinary course of such Holder's business and (z) has no arrangements or understandings with any Person to participate in the distribution (within Exchange Offer for the meaning purpose of the Securities Act) of distributing the Exchange NotesSecurities) to transfer such Exchange Notes Securities from and after their receipt without any limitations or restrictions under the Securities Act or and under the state securities or blue sky laws of any state of the United States or other jurisdictionlaws. In connection with the Exchange Offer, the Company and the Trust shall:

Exchange Offer. Except as set forth in Section 2(b) below, the The Company shall, for the benefit of the Holders, at the Company's cost, (iA) cause to be filed prepare and not later than 90 calendar days following the Closing Date, file with the Commission on or prior to the 90th day after the Issue Date SEC an Exchange Offer Registration Statement on an appropriate form under the Securities 1933 Act relating with respect to a proposed Exchange Offer and the issuance and delivery to the Holders, in exchange for the Registrable Securities, of a like principal amount of Exchange OfferSecurities, (iiB) use its reasonable best efforts to cause such the Exchange Offer Registration Statement to be declared effective under the Securities 1933 Act by within 225 calendar days of the Commission on or prior to the 270th day after the Issue Closing Date, (iiiC) use its reasonable best efforts to keep such the Exchange Offer Registration Statement effective for not less than 20 Business Days (or longer if required by applicable law or extended by the Company, at the option of the Company) after the date notice of the Exchange Offer is mailed to the Holders to and including until the closing of the Exchange Offer, Offer and (ivD) use its reasonable best efforts to complete cause the Exchange Offer no to be consummated not later than 45 270 calendar days after following the Closing Date. The Exchange Offer Registration Statement becomes effectiveSecurities will be issued under the Indenture. Promptly after Upon the effectiveness of the Exchange Offer Registration Statement, within the agreed-upon time limits, the Company shall commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Notes Securities for a like principal amount of Exchange Notes Securities (provided assuming that such Holder (wa) is not an Affiliate affiliate of the CompanyCompany within the meaning of Rule 405 under the 1933 Act, (xb) is not an Initial Purchaser tendering Registrable a broker-dealer who tendered Old Notes acquired directly from the Company on the Issue Datefor its own account in exchange for New Notes, (yc) acquired the Exchange Notes Securities in the ordinary course of such Holder's business and (zd) has no arrangements or understandings with any Person to participate in the distribution (within Exchange Offer for the meaning purpose of the Securities Act) of distributing the Exchange NotesSecurities) to transfer such Exchange Notes Securities from and after their receipt without any limitations or restrictions under the Securities 1933 Act or and under the state securities or blue sky laws of any state laws. In order to participate in the Exchange Offer, each Holder must represent to the Company at the time of the United States consummation of the Exchange Offer that it (i) is not an affiliate of the Company within the meaning of Rule 405 under the 1933 Act, (ii) is not a broker-dealer who tendered Old Notes acquired directly from the Company for its own account in exchange for New Notes, (iii) acquired the Exchange Securities in the ordinary course of such Holder's business and (iv) has no arrangements or other jurisdictionunderstandings with any Person to participate in the Exchange Offer for the purpose of distributing the Exchange Securities. In connection with the Exchange Offer, the Company shall:

Exchange Offer. Except as set forth in Section 2(b) below, the The Company shall, for the benefit of the Holders, at the Company's ’s cost, use its commercially reasonable efforts to (iA) cause to be filed prepare and, as soon as practicable but not later than 90 days following the Closing Date, file with the Commission on or prior to the 90th day after the Issue Date SEC an Exchange Offer Registration Statement on an appropriate form under the Securities 1933 Act relating with respect to a proposed Exchange Offer and the issuance and delivery to the Holders, in exchange for the Registrable Securities of a like principal amount of Exchange OfferSecurities, (iiB) use its reasonable best efforts to cause such the Exchange Offer Registration Statement to be declared effective under the Securities 1933 Act by within 225 days of the Commission on or prior to the 270th day after the Issue Closing Date, (iiiC) use its reasonable best efforts to keep such the Exchange Offer Registration Statement effective for not less than 20 Business Days (or longer if required by applicable law or extended by the Company, at the option of the Company) after the date notice of the Exchange Offer is mailed to the Holders to and including until the closing of the Exchange Offer, Offer and (ivD) to the extent not prohibited by any applicable laws or interpretation of the staff of the SEC use its commercially reasonable best efforts to complete cause the Exchange Offer no to be consummated not later than 45 270 days after following the Closing Date. The Exchange Offer Registration Statement becomes effectiveSecurities will be issued under the Indenture. Promptly after Upon the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Notes Securities for a like principal amount of Exchange Notes Securities (provided assuming that such Holder (wa) is not an Affiliate affiliate of the CompanyCompany within the meaning of Rule 405 under the 1933 Act, (xb) is not an Initial Purchaser a broker-dealer tendering Registrable Notes Securities acquired directly from the Company on the Issue Datefor its own account, (yc) acquired the Exchange Notes Securities in the ordinary course of such Holder's ’s business and (zd) is not engaged in and does not intend to engage in and has no arrangements or understandings with any Person to participate in the distribution (within Exchange Offer for the meaning purpose of the Securities Act) of distributing the Exchange NotesSecurities, and such Holder must so represent in order to participate in the Exchange Offer) to transfer such Exchange Notes Securities from and after their receipt without any limitations or restrictions under the Securities 1933 Act or and under the state securities or blue sky laws of any state of the United States or other jurisdictionlaws. In connection with the Exchange Offer, the Company shall:

Exchange Offer. Except as set forth in Section 2(b(a) below, the The Company shall, for the benefit of the Holders, at the Company's cost, shall (i) cause to be filed prepare and, not later than December 30, 1997, file with the Commission on or prior to the 90th day after the Issue Date an Exchange Offer Registration Statement on an appropriate form under the Securities Act relating with respect to a proposed offer (the "Exchange Offer") to the Holders to issue and deliver to such Holders, in exchange for the Registrable Notes, a like principal amount of Exchange OfferNotes, (ii) use its reasonable best efforts to cause such the Exchange Offer Registration Statement to be declared effective under the Securities Act by the Commission on or prior to the 270th day after the Issue DateFebruary 16, 1998, (iii) use its reasonable best efforts to keep such the Exchange Offer Registration Statement effective for not less than 20 Business Days (or longer if required by applicable law or extended by the Company, at the option of the Company) after the date notice of the Exchange Offer is mailed to the Holders to and including until the closing of the Exchange Offer, subject to its use by Participating Broker-Dealers (as defined below) as contemplated in Section 3(f) below, and (iv) use its reasonable best efforts to complete cause the Exchange Offer no to be consummated not later than 45 days after the Exchange Offer Registration Statement becomes effectiveMarch 30, 1998. Promptly after Upon the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Notes for a like principal amount of Exchange Notes (provided assuming that such Holder (w) is not an Affiliate affiliate of the Company, (x) is not an Initial Purchaser tendering Registrable Notes acquired directly from within the Company on meaning of Rule 405 under the Issue DateSecurities Act, (y) acquired acquires the Exchange Notes in the ordinary course of such Holder's business and (z) has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of distributing the Exchange Notes and, if such Holder is not a broker-dealer, such Holder is not engaged in, and does not intend to engage in, a distribution (within the meaning of the Securities Act) of the such Exchange Notes) and to transfer trade such Exchange Notes from and after their each such Holder's receipt of the Exchange Notes without any limitations or restrictions under the Securities Act or and without material restrictions under the securities or blue sky laws of any state a substantial proportion of the several states of the United States or other jurisdiction. In connection with the Exchange Offer, the Company shall:States.

Exchange Offer. Except The Issuer shall (A) prepare and, as set forth in Section 2(b) belowsoon as practicable but not later than 130 calendar days following the Closing Date, the Company shall, for the benefit of the Holders, at the Company's cost, (i) cause to be filed file with the Commission on or prior to the 90th day after the Issue Date SEC an Exchange Offer Registration Statement on an appropriate form under with respect to a proposed Exchange Offer and the Securities Act relating issuance and delivery to the Holders, in exchange for the Registrable Bonds, a like principal amount of Exchange OfferBonds, (iiB) use its reasonable best efforts to cause such the Exchange Offer Registration Statement to be declared effective under the Securities 1933 Act by not later than 180 calendar days following the Commission on or prior to the 270th day after the Issue Closing Date, (iiiC) use its reasonable best efforts to keep such the Exchange Offer Registration Statement effective for not less than 20 Business Days (or longer if required by applicable law or extended by the Company, at the option of the Company) after the date notice of the Exchange Offer is mailed to the Holders to and including until the closing of the Exchange Offer, Offer and (ivD) use its reasonable best efforts to complete cause the Exchange Offer no later than 45 to be consummated within 210 calendar days after following the Closing Date. The Exchange Offer Registration Statement becomes effectiveBonds will be issued under the Indenture. Promptly after Upon the effectiveness of the Exchange Offer Registration Statement, the Company Issuer shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Notes Bonds for a like principal amount of Exchange Notes Bonds (provided assuming that such Holder (wa) is not an Affiliate affiliate of the CompanyIssuer within the meaning of Rule 405 under the 1933 Act, (xb) is not an Initial Purchaser a broker-dealer tendering Registrable Notes Bonds acquired directly from the Company on the Issue DateIssuer for its own account, (yc) acquired the Exchange Notes Bonds in the ordinary course of such Holder's business and (zd) has no arrangements or understandings with any Person person to participate in the distribution (within Exchange Offer for the meaning purpose of the Securities Act) of distributing the Exchange NotesBonds) to transfer such Exchange Notes Bonds from and after their receipt without any limitations or restrictions under the Securities 1933 Act or and without material restrictions under the securities or blue sky laws of any state a substantial proportion of the several states of the United States or other jurisdictionStates. In connection with the Exchange Offer, the Company Issuer shall:

Exchange Offer. Except The Issuer shall (A) prepare and, as set forth in Section 2(b) belowsoon as practicable following the Closing Date, the Company shall, for the benefit of the Holders, at the Company's cost, (i) cause to be filed file with the Commission on or prior to the 90th day after the Issue Date SEC an Exchange Offer Registration Statement on an appropriate form under with respect to a proposed Exchange Offer and the Securities Act relating issuance and delivery to the Holders, in exchange for the Registrable Notes, a like principal amount of Exchange OfferNotes, (iiB) use its reasonable best efforts to cause such the Exchange Offer Registration Statement to be declared effective under the Securities 1933 Act by not later than 180 calendar days following the Commission on or prior to the 270th day after the Issue Closing Date, (iiiC) use its reasonable best efforts to keep such the Exchange Offer Registration Statement effective for not less than 20 Business Days (or longer if required by applicable law or extended by the Company, at the option of the Company) after the date notice of the Exchange Offer is mailed to the Holders to and including until the closing of the Exchange Offer, Offer and (ivD) use its reasonable best efforts to complete cause the Exchange Offer no later than 45 to be consummated within 210 calendar days after following the Closing Date. The Exchange Offer Registration Statement becomes effectiveNotes will be issued under the Indenture. Promptly after Upon the effectiveness of the Exchange Offer Registration Statement, the Company Issuer shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Notes for a like principal amount of Exchange Notes (provided assuming that such Holder (wa) is not an Affiliate of the CompanyIssuer within the meaning of Rule 405 under the 1933 Act, (xb) is not an Initial Purchaser a broker-dealer tendering Registrable Notes acquired directly from the Company on the Issue DateIssuer for its own account, (yc) acquired the Exchange Notes in the ordinary course of such Holder's ’s business and (zd) has no arrangements or understandings with any Person person to participate in the distribution (within Exchange Offer for the meaning purpose of the Securities Act) of distributing the Exchange Notes) to transfer such Exchange Notes from and after their receipt without any limitations or restrictions under the Securities 1933 Act or and without material restrictions under the securities or blue sky laws of any state a majority of the several states of the United States or other jurisdictionStates. In connection with the Exchange Offer, the Company Issuer shall:

Exchange Offer. Except as set forth in Section 2(b) below, the Company shall, for the benefit of the Holders, at the Company's cost, cost (i) cause to be filed with the Commission on or prior to the 90th day after the Issue Date SEC an Exchange Offer Registration Statement on an appropriate form under the Securities Act relating to the Exchange OfferOffer within 120 calendar days after the Issue Date (the "FILING DATE"), (ii) use its reasonable best efforts to cause such Exchange Offer Registration Statement to be declared effective under the Securities Act by the Commission on or prior to the 270th day SEC within 210 calendar days after the Issue DateDate (the"EFFECTIVE DATE"), (iii) use its reasonable best efforts to keep such Exchange Offer Registration Statement effective for not less than 20 Business Days (or longer if required by applicable law or extended by the Company, at the option of the Companylaw) after the date notice of the Exchange Offer is mailed to the Holders to and including the closing of the Exchange Offer, and (iv) use its reasonable best efforts to complete cause the Exchange Offer no later than 45 to be consummated within 35 calendar days after the date that the Exchange Offer Registration Statement becomes effectiveis declared effective (the "CONSUMMATION DATE"). Promptly after the effectiveness of the Exchange Offer Registration Statement, the Company shall commence the Exchange Offer, it being the objective of such Exchange Offer to enable each eligible Holder eligible and electing to exchange Registrable Notes for a like principal amount of Exchange Notes (provided PROVIDED that such Holder (wi) is not an Affiliate of the Company, (xii) is not an Initial Purchaser a broker-dealer tendering Registrable Notes acquired directly from the Company on the Issue DateCompany, (yiii) acquired acquires the Exchange Notes in the ordinary course of such Holder's business and (ziv) has no arrangements or understandings with any Person to participate in the distribution (within Exchange Offer for the meaning purpose of the Securities Act) of the distributing Exchange Notes) to transfer such Exchange Notes from and after their receipt without any limitations or restrictions under the Securities Act or under the securities or blue sky laws of any state of the United States or other jurisdiction). In connection with the Exchange Offer, the Company shall:

Exchange Offer. Except as set forth in Section 2(b) below, The Company and the Company Guarantors shall, for the benefit of the Holders, at the Company's cost, (iA) cause to be filed prepare and, as soon as practicable but not later than 60 days following the Closing Date, file with the Commission on or prior to the 90th day after the Issue Date SEC an Exchange Offer Registration Statement on an appropriate form under the Securities 1933 Act relating with respect to a proposed Exchange Offer and the issuance and delivery to the Holders, in exchange for the Registrable Securities (other than Private Exchange OfferSecurities), of a like principal amount of Exchange Securities, (iiB) use its their reasonable best efforts to cause such the Exchange Offer Registration Statement to be declared effective under the Securities 1933 Act by within 150 days of the Commission on or prior to the 270th day after the Issue Closing Date, (iiiC) use its their reasonable best efforts to keep such the Exchange Offer Registration Statement effective for not less than 20 Business Days (or longer if required by applicable law or extended by the Company, at the option of the Company) after the date notice of the Exchange Offer is mailed to the Holders to and including until the closing of the Exchange Offer, Offer and (ivD) use its their reasonable best efforts to complete cause the Exchange Offer no to be consummated not later than 45 180 days after following the Closing Date. The Exchange Offer Registration Statement becomes effectiveSecurities will be issued under the Indenture. Promptly after Upon the effectiveness of the Exchange Offer Registration Statement, the Company and the Guarantors shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Notes Securities for a like principal amount of Exchange Notes Securities (provided assuming that such Holder (wa) is not an Affiliate affiliate of the CompanyCompany within the meaning of Rule 405 under the 1933 Act, (xb) is not an Initial Purchaser a broker-dealer tendering Registrable Notes Securities acquired directly from the Company on the Issue Datefor its own account, (yc) acquired the Exchange Notes Registrable Securities in the ordinary course of such Holder's business and (zd) has no arrangements or understandings with any Person to participate in the distribution (within Exchange Offer for the meaning purpose of the Securities Act) of distributing the Exchange NotesSecurities) to transfer such Exchange Notes Securities from and after their receipt without any limitations or restrictions under the Securities 1933 Act or under the state securities or blue sky laws of any state of the United States or other jurisdictionlaws. In connection with the Exchange Offer, the Company shall:

Exchange Offer. Except as set forth in Section 2(b) below, the The Company and xxx Xxxxantors shall, for the benefit of the Holders, at the Company's cost, (iA) cause to be filed prepare and, as soon as practicable but not later than 105 days following the Closing Date, file with the Commission on or prior to the 90th day after the Issue Date SEC an Exchange Offer Registration Statement on an appropriate form under the Securities 1933 Act relating with respect to a proposed Exchange Offer and the issuance and delivery to the Holders, in exchange for the Registrable Securities (other than Private Exchange OfferSecurities), of a like principal amount of Exchange Securities, (iiB) use its reasonable best efforts to cause such the Exchange Offer Registration Statement to be declared effective under the Securities 1933 Act by within 195 days of the Commission on or prior to the 270th day after the Issue Closing Date, (iiiC) use its reasonable best efforts to keep such the Exchange Offer Registration Statement effective for not less than 20 Business Days (or longer if required by applicable law or extended by the Company, at the option of the Company) after the date notice of the Exchange Offer is mailed to the Holders to and including until the closing of the Exchange Offer, Offer and (ivD) use its reasonable best efforts to complete cause the Exchange Offer no to be consummated not later than 45 240 days after following the Closing Date. The Exchange Offer Registration Statement becomes effectiveSecurities will be issued under the Indenture. Promptly after Upon the effectiveness of the Exchange Offer Registration Statement, the Company and the Guarantors shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Notes Securities for a like principal amount of Exchange Notes Securities (provided assuming that such Holder (wa) is not an Affiliate affiliate of the CompanyCompany or any of the Guarantors within the meaning of Rule 405 under the 1933 Act, (xb) is not an Initial Purchaser a broker-dealer tendering Registrable Notes Securities acquired directly from the Company on or any of the Issue DateGuarantors for its own account, (yc) acquired or will acquire the Exchange Notes Securities in the ordinary course of such Holder's business and (zd) has no arrangements or understandings with any Person to participate in the distribution (within Exchange Offer for the meaning purpose of the Securities Act) of distributing the Exchange NotesSecurities) to transfer such Exchange Notes Securities from and after their receipt without any limitations or restrictions under the Securities 1933 Act or and under the state securities or blue sky laws of any state of the United States or other jurisdictionlaws. In connection with the Exchange Offer, the Company and the Guarantors shall:

Exchange Offer. Except as set forth in Section 2(b) below, the Company and the Guarantors shall, for the benefit of the Holders, at the Company's and the Guarantors' cost, (i) cause to be filed file with the Commission on or prior to the 90th day SEC within 180 calendar days after the Issue Closing Date an Exchange Offer Registration Statement on an appropriate form under the Securities Act relating to the Exchange Offer, (ii) use its their reasonable best efforts to cause such Exchange Offer Registration Statement to be declared effective under the Securities Act by the Commission on or prior to SEC not later than the 270th day date which is 270 calendar days after the Issue Closing Date, and (iii) use its reasonable best efforts to keep provided such Exchange Offer Registration Statement has been declared effective under the Securities Act by the SEC, commence the Exchange Offer and keep the Exchange Offer open for not less than 20 Business Days (30 business days, or longer if required by applicable law or extended by the Companylaw, at the option of the Company) after the date notice on which such Registration Statement was declared effective by the SEC (such period referred to herein as the "Exchange Period") and at the termination thereof issue, Exchange Notes in exchange for all Registrable Notes tendered prior thereto in the Exchange Offer. Each Holder of Registrable Notes to be exchanged in the Exchange Offer is mailed shall be required, as a condition to the Holders to and including the closing of participating in the Exchange Offer, and (iv) use its reasonable best efforts to complete the Exchange Offer no later than 45 days after the Exchange Offer Registration Statement becomes effective. Promptly after the effectiveness of the Exchange Offer Registration Statement, the Company shall commence the Exchange Offer, represent that it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Notes for a like principal amount of Exchange Notes (provided that such Holder (w) is not an Affiliate of the Company, (x) is not an Initial Purchaser tendering Registrable Notes acquired directly from the Company on the Issue Date, (y) acquired acquires the Exchange Notes in the ordinary course of such Holder's business and that it (zi) is not an Affiliate of the Company, (ii) does not hold any Notes to be exchanged for Exchange Notes in the Exchange Offer that were acquired other than in the ordinary course of business, (iii) is not a broker-dealer tendering Registrable Notes acquired directly from the Company, (iv) at the time of the Exchange Offer, has no arrangements or understandings with any Person to participate in the distribution (within Exchange Offer for the meaning purpose of the Securities Act) of distributing the Exchange Notes) to transfer such Exchange Notes from and after their receipt without any limitations or restrictions under the Securities Act or under the securities or blue sky laws of any state of the United States or other jurisdiction. In connection with the Exchange Offer, the Company and the Guarantors shall:

Exchange Offer. Except as set forth in Section 2(b) below, The Company and the Company Guarantors shall, for -------------- the benefit of the Holders, at the Company's cost, (iA) cause prepare and, as soon as practicable but not later than 90 days following the Closing Date, use reasonable best efforts to be filed file with the Commission on or prior to the 90th day after the Issue Date SEC an Exchange Offer Registration Statement on an appropriate form under the Securities 1933 Act relating with respect to a proposed Exchange Offer and the issuance and delivery to the Holders, in exchange for the Registrable Securities (other than Private Exchange OfferSecurities), of a like principal amount of Exchange Securities, (iiB) use its reasonable best efforts to cause such the Exchange Offer Registration Statement to be declared effective under the Securities 1933 Act by within 180 days of the Commission on or prior to the 270th day after the Issue Closing Date, (iiiC) use its reasonable best efforts to keep such the Exchange Offer Registration Statement effective for not less than 20 Business Days (or longer if required by applicable law or extended by the Company, at the option of the Company) after the date notice of the Exchange Offer is mailed to the Holders to and including until the closing of the Exchange Offer, Offer and (ivD) use its reasonable best efforts to complete cause the Exchange Offer no to be consummated not later than 45 220 days after following the Closing Date. The Exchange Offer Registration Statement becomes effectiveSecurities will be issued under the Indenture. Promptly after Upon the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Notes Securities for a like principal amount of Exchange Notes Securities (provided assuming that such Holder (wa) is not an Affiliate affiliate of the CompanyCompany within the meaning of Rule 405 under the 1933 Act, (xb) is not an Initial Purchaser a broker-dealer tendering Registrable Notes Securities acquired directly from the Company on the Issue Datefor its own account, (yc) acquired the Exchange Notes Securities in the ordinary course of such Holder's business and (zd) has no arrangements or understandings with any Person to participate in the distribution (within Exchange Offer for the meaning purpose of the Securities Act) of distributing the Exchange NotesSecurities) to transfer such Exchange Notes Securities from and after their receipt without any limitations or restrictions under the Securities 1933 Act or and under the state securities or blue sky laws of any state of the United States or other jurisdictionlaws. In connection with the Exchange Offer, the Company shall:

Exchange Offer. Except as set forth in Section 2(bThe Company and the Guarantor shall (A) belowprepare and, not later than 35 days following the Company shallClosing Date, for the benefit of the Holders, at the Company's cost, (i) cause to be filed file with the Commission on or prior to the 90th day after the Issue Date SEC an Exchange Offer Registration Statement on an appropriate form under the Securities 1933 Act relating with respect to a proposed Exchange Offer and the issuance and delivery to the Holders, in exchange for the Registrable Securities, of a like principal amount of Exchange OfferSecurities, (iiB) use its their reasonable best efforts to cause such the Exchange Offer Registration Statement to be declared effective under the Securities 1933 Act by within 120 days of the Commission on or prior to the 270th day after the Issue Closing Date, (iiiC) use its their reasonable best efforts to keep such the Exchange Offer Registration Statement effective for not less than 20 Business Days (or longer if required by applicable law or extended by the Company, at the option of the Company) after the date notice of the Exchange Offer is mailed to the Holders to and including until the closing of the Exchange Offer, Offer and (ivD) use its their reasonable best efforts to complete cause the Exchange Offer no to be consummated not later than 45 150 days after following the Closing Date. The Exchange Offer Registration Statement becomes effectiveSecurities will be issued under the Indenture. Promptly after Upon the effectiveness of the Exchange Offer Registration Statement, the Company and the Guarantor shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Notes Securities for a like principal amount of Exchange Notes Securities (provided assuming that such Holder (wa) is not an Affiliate affiliate of the CompanyCompany or the Guarantor within the meaning of Rule 405 under the 1933 Act, (xb) is not an Initial Purchaser a broker-dealer tendering Registrable Notes Securities acquired directly from the Company on and the Issue DateGuarantor for its own account, (yc) acquired the Exchange Notes Securities in the ordinary course of such Holder's business and (zd) has no arrangements or understandings with any Person to participate in the distribution (within Exchange Offer for the meaning purpose of the Securities Act) of distributing the Exchange NotesSecurities) to transfer such Exchange Notes Securities from and after their receipt without any limitations or restrictions under the Securities 1933 Act or and without material restrictions under the securities or blue sky laws of any state a substantial proportion of the several states of the United States or other jurisdiction. In connection with the Exchange Offer, the Company shall:States.

Exchange Offer. Except The Company shall (A) prepare and, as set forth in Section 2(b) belowsoon as practicable but not later than 90 calendar days following the Closing Date, the Company shall, for the benefit of the Holders, at the Company's cost, (i) cause to be filed file with the Commission on or prior to the 90th day after the Issue Date SEC an Exchange Offer Registration Statement on an appropriate form under the Securities 1933 Act relating with respect to a proposed Exchange Offer and the issuance and delivery to the Holders, in exchange for the Registrable Securities, a like principal amount of Exchange OfferSecurities, (iiB) use its reasonable best efforts to cause such the Exchange Offer Registration Statement to be declared effective under the Securities 1933 Act by not later than 150 calendar days following the Commission on or prior to the 270th day after the Issue Closing Date, (iiiC) use its reasonable best efforts to keep such the Exchange Offer Registration Statement effective for not less than 20 Business Days (or longer if required by applicable law or extended by the Company, at the option of the Company) after the date notice of the Exchange Offer is mailed to the Holders to and including until the closing of the Exchange Offer, Offer and (ivD) use its reasonable best efforts to complete cause the Exchange Offer no later than 45 to be consummated within 180 calendar days after following the Closing Date. The Exchange Offer Registration Statement becomes effectiveSecurities will be issued under the Indenture. Promptly after Upon the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Notes Securities for a like principal amount of Exchange Notes Securities (provided assuming that such Holder (wa) is not an Affiliate affiliate of the CompanyCompany within the meaning of Rule 405 under the 1933 Act, (xb) is not an Initial Purchaser a broker-dealer tendering Registrable Notes Securities acquired directly from the Company on the Issue Datefor its own account, (yc) acquired the Exchange Notes Securities in the ordinary course of such Holder's business and (zd) has no arrangements or understandings with any Person person to participate in the distribution (within Exchange Offer for the meaning purpose of the Securities Act) of distributing the Exchange NotesSecurities) to transfer such Exchange Notes Securities from and after their receipt without any limitations or restrictions under the Securities 1933 Act or under the securities or blue sky laws of any state of the United States or other jurisdiction. In connection with the Exchange Offer, the Company shall:and without material

Exchange Offer. Except as set forth in Section 2(b) below, the Company shall, for the benefit of the Holders, at the Company's cost, cost (i) cause to be filed with the Commission on or prior to the 90th day after the Issue Date SEC an Exchange Offer Registration Statement on an appropriate form under the Securities Act relating to the Exchange OfferOffer within 120 calendar days after the Issue Date (the "Filing Date"), (ii) use its reasonable best efforts to cause such Exchange Offer Registration Statement to be declared effective under the Securities Act by the Commission on or prior to the 270th day SEC within 210 calendar days after the Issue Date (the "Effective Date"), (iii) use its reasonable best efforts to keep such Exchange Offer Registration Statement effective for not less than 20 Business Days (or longer if required by applicable law or extended by the Company, at the option of the Companylaw) after the date notice of the Exchange Offer is mailed to the Holders to and including the closing of the Exchange Offer, and (iv) use its reasonable best efforts to complete cause the Exchange Offer no later than 45 to be consummated within 35 calendar days after the date that the Exchange Offer Registration Statement becomes effectiveis declared effective (the "Consummation Date"). Promptly after the effectiveness of the Exchange Offer Registration Statement, the Company shall commence the Exchange Offer, it being the objective of such Exchange Offer to enable each eligible Holder eligible and electing to exchange Registrable Notes for a like principal amount of Exchange Notes (provided that such Holder (wA) is not an Affiliate of the Company, (xB) is not an Initial Purchaser a broker-dealer tendering Registrable Notes acquired directly from the Company on the Issue DateCompany, (yC) acquired acquires the Exchange Notes in the ordinary course of such Holder's business and (zD) has no arrangements or understandings with any Person to participate in the distribution (within Exchange Offer for the meaning purpose of the Securities Act) of the distributing Exchange Notes) to transfer such Exchange Notes from and after their receipt without any limitations or restrictions under the Securities Act or under the securities or blue sky laws of any state of the United States or other jurisdiction). In connection with the Exchange Offer, the Company shall:

Exchange Offer. Except The Issuer and the Guarantors shall (A) prepare and, as set forth in Section 2(b) belowsoon as practicable but not later than 90 calendar days following the Closing Date, the Company shall, for the benefit of the Holders, at the Company's cost, (i) cause to be filed file with the Commission on or prior to the 90th day after the Issue Date SEC an Exchange Offer Registration Statement on an appropriate form under with respect to a proposed Exchange Offer and the Securities Act relating issuance and delivery to the Holders, in exchange for the Registrable Notes of each series, a like principal amount of Exchange OfferNotes of such series, (iiB) use its their reasonable best efforts to cause such the Exchange Offer Registration Statement to be declared effective under the Securities 1933 Act by not later than 150 calendar days following the Commission on or prior to the 270th day after the Issue Closing Date, (iiiC) use its their reasonable best efforts to keep such the Exchange Offer Registration Statement effective for not less than 20 Business Days (or longer if required by applicable law or extended by the Company, at the option of the Company) after the date notice of the Exchange Offer is mailed to the Holders to and including until the closing of the Exchange Offer, Offer and (ivD) use its their reasonable best efforts to complete cause the Exchange Offer no later than 45 to be consummated within 180 calendar days after following the Closing Date. The Exchange Offer Registration Statement becomes effectiveNotes will be issued under the Indenture. Promptly after Upon the effectiveness of the Exchange Offer Registration Statement, the Company Issuer shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Notes together with the Registrable Guarantees for a like principal amount of Exchange Notes together with the Exchange Guarantees (provided assuming that such Holder (wa) is not an Affiliate affiliate of the CompanyIssuer or any Guarantor within the meaning of Rule 405 under the 1933 Act, (xb) is not an Initial Purchaser a broker-dealer tendering Registrable Notes acquired directly from the Company on the Issue DateIssuer for its own account, (yc) acquired the Exchange Notes in the ordinary course of such Holder's business and (zd) has no arrangements or understandings with any Person person to participate in the distribution (within Exchange Offer for the meaning purpose of the Securities Act) of distributing the Exchange Notes) to transfer such Exchange Notes from and after their receipt without any limitations or restrictions under the Securities 1933 Act or and without material restrictions under the securities or blue sky laws of any state a substantial proportion of the several states of the United States or other jurisdictionStates. In connection with the Exchange Offer, the Company Issuer and the Guarantors shall:

Exchange Offer. Except as set forth in Section 2(b) belowTo the extent not prohibited by any applicable law or applicable interpretation of the staff of the SEC, the Company shall, for the benefit of the Holders, at the Company's ’s cost, (i) cause to be filed with the Commission on or prior to the 90th day after the Issue Date SEC an Exchange Offer Registration Statement on an appropriate form under the Securities Act relating to covering the Exchange Offer, (ii) use its reasonable best efforts to cause such Exchange Offer Registration Statement to be declared effective under the Securities Act by the Commission on or prior to SEC not later than the 270th day date that is 270 days after the Issue Date and (iii) promptly offer the Exchange Notes in exchange for surrender of the Notes upon the effectiveness of the Exchange Offer Registration Statement, and consummate the Exchange Offer within 315 days after the Issue Date, (iii) use its reasonable best efforts to keep such Exchange Offer Registration Statement effective for not less than 20 Business Days (or longer if required by applicable law or extended by the Company, at the option of the Company) after the date notice of the Exchange Offer is mailed to the Holders to and including the closing of the Exchange Offer, and (iv) use its reasonable best efforts to complete the Exchange Offer no later than 45 days after the Exchange Offer Registration Statement becomes effective. Promptly after Upon the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Exchange Offer, it being understood that the objective of such Exchange Offer is to enable each Holder eligible and electing to exchange Registrable Notes Securities for a like principal amount of Exchange Notes (provided assuming that such Holder (w) is not an Affiliate affiliate of the Company, (x) Company within the meaning of Rule 405 under the Securities Act and is not an Initial Purchaser a broker-dealer tendering Registrable Notes Securities acquired directly from the Company on the Issue Datefor its own account, (y) acquired acquires the Exchange Notes in the ordinary course of such Holder's ’s business and (z) has no arrangements or understandings with any Person to participate in the distribution (within Exchange Offer for the meaning purpose of the Securities Act) of distributing the Exchange Notes) (any Holder meeting all such requirements, hereinafter an “Eligible Holder”), and to transfer such Exchange Notes from and after their receipt without any limitations or restrictions under the Securities Act or and under the state securities or blue sky laws of any state of the United States or other jurisdictionlaws. In connection with the Exchange Offer, the Company shall: