Common use of Exchange Offer Clause in Contracts

Exchange Offer. To the extent not prohibited by any applicable law or applicable SEC policy, the Issuer shall, for the benefit of the Holders and at the Issuer’s cost (i) file with the SEC within 90 days after the Closing Time an Exchange Offer Registration Statement on an appropriate form under the Securities Act covering the offer by the Issuer to the Holders to exchange all of the Registrable Securities (other than Private Exchange Securities, if issued) for a like principal amount of Exchange Securities, (ii) use its reasonable best efforts to cause such Exchange Offer Registration Statement to be declared effective under the Securities Act by the SEC on or prior to the 180th day after the Closing Time, (iii) use its reasonable best efforts to have such Registration Statement remain effective until the closing of the Exchange Offer and (iv) commence the Exchange Offer and use its reasonable best efforts to issue Exchange Securities in exchange for all Registrable Securities (other than the Private Exchange Securities, if issued) properly tendered prior thereto in the Exchange Offer not later than 225 days after the Closing Time. Upon the effectiveness of the Exchange Offer Registration Statement, the Issuer shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Securities (other than Private Exchange Securities, if issued) for Exchange Securities (assuming that such Holder is not an affiliate of the Issuer within the meaning of Rule 405 under the Securities Act and is not a broker-dealer tendering Registrable Securities acquired directly from the Issuer or an affiliate of the Issuer for its own account, acquires the Exchange Securities in the ordinary course of such Holder’s business and has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of “distributing” (within the meaning of the Securities Act) the Exchange Securities), with such Exchange Securities, from and after their receipt, having no limitations or restrictions on their transfer under the Securities Act and under state securities or “blue sky” laws. In connection with the Exchange Offer, the Issuer shall:

Exchange Offer. To The Issuer shall (A) prepare and, as soon as practicable following the extent not prohibited by any applicable law or applicable SEC policyClosing Date, the Issuer shall, for the benefit of the Holders and at the Issuer’s cost (i) file with the SEC within 90 days after the Closing Time an Exchange Offer Registration Statement on an appropriate form under with respect to a proposed Exchange Offer and the Securities Act covering the offer by the Issuer issuance and delivery to the Holders to Holders, in exchange all of for the Registrable Securities (other than Private Exchange SecuritiesNotes of each series, if issued) for a like principal amount of Exchange SecuritiesNotes 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 the SEC on or prior to the 180th day after not later than 180 calendar days following the Closing TimeDate, (iiiC) use its reasonable best efforts to have such keep the Exchange Offer Registration Statement remain effective until the closing of the Exchange Offer and (ivD) commence the Exchange Offer and use its reasonable best efforts to issue Exchange Securities in exchange for all Registrable Securities (other than the Private Exchange Securities, if issued) properly tendered prior thereto in cause the Exchange Offer not later than 225 to be consummated within 210 calendar days after following the Closing TimeDate. The Exchange Notes will be issued under the Indenture. Upon the effectiveness of the Exchange Offer Registration Statement, the Issuer shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Securities (other than Private Exchange Securities, if issued) Notes for Exchange Securities Notes (assuming that such Holder (a) is not an affiliate of the Issuer within the meaning of Rule 405 under the Securities Act and 1933 Act, (b) is not a broker-dealer tendering Registrable Securities Notes acquired directly from the Issuer or an affiliate of the Issuer for its own account, acquires (c) acquired the Exchange Securities Notes in the ordinary course of such Holder’s 's business and (d) has no arrangements or understandings with any Person person to participate in the Exchange Offer for the purpose of “distributing” (within the meaning of the Securities Act) distributing the Exchange Securities), with Notes) to transfer such Exchange Securities, Notes from and after their receipt, having no receipt without any limitations or restrictions on their transfer under the Securities 1933 Act and without material restrictions under state the securities or “blue sky” lawslaws of a majority of the several states of the United States. In connection with the Exchange Offer, the Issuer shall:

Exchange Offer. To the extent not prohibited by any applicable law or applicable SEC policy, the Issuer The Company shall, for the benefit of the Holders and Holders, at the IssuerCompany’s cost cost, use its reasonable commercial efforts (iA) to file with the SEC SEC, within 90 120 days after the Closing Time an Settlement Date, the Exchange Offer Registration Statement on an appropriate form under the Securities Act covering the offer by the Issuer with respect to the Holders Exchange Offer and the issuance and delivery to the Holders, in exchange all of for the Registrable Securities (other than Private Exchange Securities, if issued) for 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 within 180 days following the Settlement Date (unless the Exchange Offer Registration Statement is reviewed by the SEC on or prior to SEC, in which case within 240 days following the 180th day after the Closing TimeSettlement Date), (iiiC) use its reasonable best efforts to have such keep the Exchange Offer Registration Statement remain effective until the closing of the Exchange Offer and (ivD) commence unless the Exchange Offer and use its reasonable best efforts would not be permitted by applicable law or SEC policy, to issue Exchange Securities in exchange for all Registrable Securities (other than the Private Exchange Securities, if issued) properly tendered prior thereto in cause the Exchange Offer not later than to be consummated within 225 days after following the Closing TimeSettlement Date (unless the Exchange Offer Registration Statement is reviewed by the SEC, in which case within 285 days following the Settlement Date). The Exchange Securities will be issued under the Indenture. Upon the effectiveness of the Exchange Offer Registration Statement, the Issuer Company shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Securities (other than Private Exchange Securities, if issued) for Exchange Securities (assuming that such Holder (A) is not an affiliate of the Issuer Company within the meaning of Rule 405 under the Securities 1933 Act and (an “Affiliate”), (B) is not a broker-dealer tendering Registrable Securities acquired directly from the Issuer Company or an affiliate one of the Issuer its Affiliates for its own account, acquires (C) acquired the Exchange Securities in the ordinary course of such Holder’s business and (D) at the time of the consummation of the Exchange Offer has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of “distributing” (within the meaning of the Securities Act) distributing the Exchange Securities), with ) to transfer such Exchange Securities, Securities from and after their receipt, having no receipt without any limitations or restrictions on their transfer under the Securities 1933 Act and without material restrictions under state the securities or “blue sky” lawslaws of a substantial portion of the several states of the United States. In connection with the Exchange Offer, the Issuer shallCompany will:

Exchange Offer. To the extent not prohibited by any applicable law or applicable SEC policy, the Issuer The Company shall, for the benefit of the Holders and Holders, at the IssuerCompany’s cost cost, (iA) use its best efforts to file with the SEC within 90 days after the Closing Time an Exchange Offer Registration Statement within 120 days on an appropriate form under the Securities 1933 Act covering with respect to a proposed Exchange Offer and the offer by the Issuer issuance and delivery to the Holders to Holders, in exchange all of for the Registrable Securities (other than Private Exchange Securities), if issued) for 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 SEC on or prior to the 180th day after within 180 days of the Closing TimeDate, (iiiC) use its reasonable best efforts to have such keep the Exchange Offer Registration Statement remain effective until the closing of the Exchange Offer and Offer, (ivD) commence use its best efforts to cause the Exchange Offer and use its reasonable best efforts to issue Exchange Securities in exchange for all Registrable Securities (other than the Private Exchange Securities, if issued) properly tendered prior thereto in the Exchange Offer be consummated not later than 225 210 days after following the Closing TimeDate and (E) for a period of 90 days following the consummation of the exchange offer, to make available a prospectus meeting the requirements of the Securities Act to any such participating broker-dealer for use in connection with any resale of any exchange notes acquired in the exchange offer. The Exchange Securities will be issued under the Indenture. Upon the effectiveness of the Exchange Offer Registration Statement, the Issuer Company shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Securities (other than Private Exchange Securities, if issued) for Exchange Securities (assuming that such Holder (a) is not an affiliate of the Issuer Company within the meaning of Rule 405 under the Securities Act and 1933 Act, (b) is not a broker-dealer tendering Registrable Securities acquired directly from the Issuer or an affiliate of the Issuer Company for its own account, acquires (c) acquired the Exchange Securities in the ordinary course of such Holder’s business and (d) has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of “distributing” (within the meaning of the Securities Act) distributing the Exchange Securities), with ) to transfer such Exchange Securities, Securities from and after their receipt, having no receipt without any limitations or restrictions on their transfer under the Securities 1933 Act and under state securities or “blue sky” sky laws. In connection with the Exchange Offer, the Issuer Company shall:

Exchange Offer. To the extent not prohibited by any applicable law or applicable SEC policy, the Issuer The Operating Partnership shall, for the benefit of the Holders and Holders, at the Issuer’s cost Operating Partnership's cost, (iA) file with the SEC within use its reasonable best efforts to prepare and, as soon as practicable but not later than 90 days after the Closing Time Date, file with the SEC an Exchange Offer Registration Statement on an appropriate form under the Securities 1933 Act covering with respect to a proposed Exchange Offer and the offer by the Issuer issuance and delivery to the Holders to Holders, in exchange all of for the Registrable Securities (other than Private Exchange Securities), if issued) for 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 SEC on or prior to the 180th day after within 135 days of the Closing TimeDate, (iiiC) use its reasonable best efforts to have such keep the Exchange Offer Registration Statement remain effective until the closing of the Exchange Offer Offer, and (ivD) commence the Exchange Offer and use its reasonable best efforts to issue Exchange Securities in exchange for all Registrable Securities (other than the Private Exchange Securities, if issued) properly tendered prior thereto in cause the Exchange Offer to be consummated not later than 225 180 days after following the Closing TimeDate. The Exchange Securities shall be issued under the Indenture. Upon the effectiveness of the Exchange Offer Registration Statement, the Issuer Operating Partnership shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Securities (other than Private Exchange Securities, if issued) for Exchange Securities (assuming that such Holder (a) is not an affiliate of the Issuer Operating Partnership within the meaning of Rule 405 under the Securities Act and 1933 Act, (b) is not a broker-dealer tendering Registrable Securities acquired directly from the Issuer or an affiliate of the Issuer Operating Partnership for its own account, acquires (c) acquired the Exchange Securities in the ordinary course of such Holder’s business and 's business, or (d) has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of “distributing” (within the meaning of the Securities Act) distributing the Exchange Securities), with ) to transfer such Exchange Securities, Securities from and after their receipt, having no receipt without any limitations or restrictions on their transfer under the Securities 1933 Act and under state securities or “blue sky” sky laws. In connection with the Exchange Offer, the Issuer Operating Partnership shall:

Exchange Offer. To the extent not prohibited by any applicable law or applicable SEC policyinterpretation of the staff of the SEC, the Issuer Company shall, for the benefit of the Holders and Holders, at the Issuer’s cost Company's cost, (i) file cause to be filed with the SEC within 90 days after the Closing Time an Exchange Offer Registration Statement on an appropriate form under the Securities Act covering the offer by the Issuer to the Holders to exchange all of the Registrable Securities (other than Private Exchange Securities, if issued) for a like principal amount of Exchange SecuritiesOffer, (ii) use its reasonable best efforts to cause such Exchange Offer Registration Statement to be declared effective under the Securities Act by the SEC on or prior to not later than the 180th day date which is 180 days after the Closing TimeIssue Date, and (iii) use its reasonable best efforts to have keep such Exchange Offer Registration Statement remain effective until for not less than 30 calendar days (or longer if required by applicable law) after the closing date notice of the Exchange Offer and (iv) commence is mailed to the Exchange Offer and use its reasonable best efforts to issue Exchange Securities in exchange for all Registrable Securities (other than the Private Exchange Securities, if issued) properly tendered prior thereto in the Exchange Offer not later than 225 days after the Closing TimeHolders. Upon the effectiveness of the Exchange Offer Registration Statement, the Issuer Company shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Securities (other than Private for a like principal amount of Exchange Securities, if issued) for Exchange Securities Notes (assuming that such Holder is not an affiliate of the Issuer Company within the meaning of Rule 405 under the Securities Act and is not a broker-dealer tendering Registrable Securities acquired directly from the Issuer or an affiliate of the Issuer Company for its own account, acquires the Exchange Securities in the ordinary course of such Holder’s 's business and has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of “distributing” (within the meaning of the Securities Act) distributing the Exchange Securities) (any Holder meeting all such requirements, hereinafter an "Eligible Holder"), with and to transfer such Exchange Securities, Securities from and after their receipt, having no receipt without any limitations or restrictions on their transfer under the Securities Act and under state securities or “blue sky” sky laws. In connection with the Exchange Offer, the Issuer Company shall:

Exchange Offer. To the extent not prohibited by any applicable law or applicable SEC policy, the Issuer The Company shall, for the benefit of the Holders and Holders, at the Issuer’s cost Company's cost, (iA) use its best efforts to file with the SEC within 90 days after the Closing Time an Exchange Offer Registration Statement within 90 days on an appropriate form under the Securities 1933 Act covering with respect to a proposed Exchange Offer and the offer by the Issuer issuance and delivery to the Holders to Holders, in exchange all of for the Registrable Securities (other than Private Exchange Securities), if issued) for 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 SEC on or prior to the 180th day after within 150 days of the Closing TimeDate, (iiiC) use its reasonable best efforts to have such keep the Exchange Offer Registration Statement remain effective until the closing of the Exchange Offer and Offer, (ivD) commence use its best efforts to cause the Exchange Offer and use its reasonable best efforts to issue Exchange Securities in exchange for all Registrable Securities (other than the Private Exchange Securities, if issued) properly tendered prior thereto in the Exchange Offer be consummated not later than 225 180 days after following the Closing TimeDate and (E) for a period of 90 days following the consummation of the exchange offer, to make available a prospectus meeting the requirements of the Securities Act to any such participating broker-dealer for use in connection with any resale of any exchange notes acquired in the exchange offer. The Exchange Securities will be issued under the Indenture. Upon the effectiveness of the Exchange Offer Registration Statement, the Issuer Company shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Securities (other than Private Exchange Securities, if issued) for Exchange Securities (assuming that such Holder (a) is not an affiliate of the Issuer Company within the meaning of Rule 405 under the Securities Act and 1933 Act, (b) is not a broker-dealer tendering Registrable Securities acquired directly from the Issuer or an affiliate of the Issuer Company for its own account, acquires (c) acquired the Exchange Securities in the ordinary course of such Holder’s 's business and (d) has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of “distributing” (within the meaning of the Securities Act) distributing the Exchange Securities), with ) to transfer such Exchange Securities, Securities from and after their receipt, having no receipt without any limitations or restrictions on their transfer under the Securities 1933 Act and under state securities or “blue sky” sky laws. In connection with the Exchange Offer, the Issuer Company shall:

Exchange Offer. To the extent Unless not prohibited permitted by any applicable law or applicable SEC policy(after the Company has complied with the ultimate paragraph of this Section 1), the Issuer shallCompany shall prepare and, for on or prior to 90 days (such 90th day being a "Filing Deadline") after the benefit of date on which the Holders and at Initial Purchasers purchase the Issuer’s cost Offered Securities pursuant to the Purchase Agreement (i) the "Closing Date"), file with the SEC within 90 days after Securities and Exchange Commission (the Closing Time an "Commission") a registration statement (the "Exchange Offer Registration Statement Statement") on an appropriate form under the Securities Act covering of 1933, as amended (the "Securities Act"), with respect to a proposed offer by (the Issuer "Exchange Offer") to the Holders to exchange all of Transfer Restricted Securities (as defined in Section 6 hereof), who are not prohibited by any law or policy of the Registrable Securities (other than Private Commission from participating in the Exchange Offer, to issue and deliver to such Holders, in exchange for the Offered Securities, if issued) for a like aggregate principal amount of debt securities of the Issuer and Guarantees of the Guarantors issued under the Indenture, identical in all material respects to the Offered Securities and registered under the Securities Act (the "Exchange Securities, Notes"). The Company shall (iii) use its reasonable best efforts to cause have such Exchange Offer Registration Statement to be declared effective by the Commission under the Securities Act by the SEC on or prior to the 180th day 180 days after the Closing TimeDate and (ii) unless the Exchange Offer would not be permitted by applicable law or Commission policy, (iii) use its reasonable best efforts to have such Registration Statement remain effective until the closing Company will, following the declaration of the effectiveness of the Exchange Offer and Registration Statement (iva) commence the Exchange Offer and (b) use its reasonable best efforts to issue on or prior to 30 business days after the date on which the Exchange Securities Offer Registration Statement was declared effective by the Commission, Exchange Notes, in exchange for all Registrable Offered Securities (other than the Private Exchange Securities, if issued) properly tendered prior thereto in the Exchange Offer not later than 225 days after (such period being called the Closing Time"Exchange Offer Registration Period"). Upon Following the declaration of the effectiveness of the Exchange Offer Registration Statement, the Issuer Company shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and of Transfer Restricted Securities electing to exchange Registrable the Offered Securities (other than Private Exchange Securities, if issued) for Exchange Securities Notes (assuming that such Holder is not an affiliate of the Issuer Company within the meaning of Rule 405 under the Securities Act and is not a broker-dealer tendering Registrable Securities acquired directly from the Issuer or an affiliate of the Issuer for its own accountAct, acquires the Exchange Securities Notes in the ordinary course of such Holder’s 's business and has no arrangements or understandings with any Person person to participate in the Exchange Offer for the purpose of “distributing” (within the meaning distribution of the Securities Act) Exchange Notes and is not prohibited by any law or policy of the Commission from participating in the Exchange SecuritiesOffer), with to trade such Exchange Securities, Notes from and after their receipt, having no receipt without any limitations or restrictions on their transfer under the Securities Act and without material restrictions under the securities laws of the several states of the United States. The Company acknowledges that, pursuant to current interpretations by the Commission's staff of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom, (i) each Holder which is a broker-dealer electing to exchange Offered Securities, acquired for its own account as a result of market making activities or other trading activities, for Exchange Notes (an "Exchanging Dealer"), is required to deliver a prospectus containing the information set forth in (a) Annex A hereto on the cover, (b) Annex B hereto in the "Exchange Offer Procedures" section and the "Purpose of the Exchange Offer" section, and (c) Annex C hereto in the "Plan of Distribution" section of such prospectus in connection with a sale of any such Exchange Notes received by such Exchanging Dealer pursuant to the Exchange Offer and (ii) an Initial Purchaser that elects to sell Securities (as defined below) acquired in exchange for Offered Securities constituting any portion of an unsold allotment, is required to deliver a prospectus containing the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale. Subject to the next paragraph, for so long as any of the Securities (as defined below) are outstanding (but in no event later than 180 days after the Exchange Offer Registration Statement is declared effective). and if, in the reasonable judgment of the Initial Purchasers or their counsel, the Initial Purchasers or any of their affiliates (as defined in the rules and regulations under the Securities Act) are required to deliver a prospectus (any such prospectus, a "Market Making Prospectus") in connection with sales of the Securities, to (i) provide the Initial Purchasers and their affiliates, without charge, as many copies of the Market Making Prospectus as they may reasonably request, (ii) periodically amend the Offering Document (as defined in the Purchase Agreement) and the Exchange Offer Registration Statement so that the information contained therein complies with the requirements of Section 10(a) of the Securities Act, (iii) amend the Exchange Offer Registration Statement or amend or supplement the Market Making Prospectus when necessary to reflect any material changes in the information provided therein and promptly file such amendment or supplement with the Commission, (iv) provide the Initial Purchasers and their affiliates with copies of each amendment or supplement so filed and such other documents, including opinions of counsel and "comfort" letters, as they may reasonably request and (v) indemnify the Initial Purchasers and their affiliates with respect to the Market Making Prospectus and, if applicable, contribute to any amount paid or payable by the Purchasers and their affiliates in a manner substantially identical to that specified in [Section 7] of the Purchase Agreement (with appropriate modifications). The Company consents to the use, subject to the provisions of the Securities Act and the state securities or “blue sky” lawsBlue Sky laws of the jurisdictions in which the Offered Securities are offered by the Purchasers, of each Market Making Prospectus. The Company shall use its best efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the prospectus contained therein, in order to permit such prospectus to be lawfully delivered by all persons subject to the prospectus delivery requirements of the Securities Act for such period of time as such persons must comply with such requirements in order to resell the Exchange Notes; provided, however, that (i) in the case where such prospectus and any -------- ------- amendment or supplement thereto must be delivered by an Exchanging Dealer or the Initial Purchasers, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers and the Initial Purchasers have sold all Exchange Notes held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Company shall make such prospectus and any amendment or supplement thereto available to any broker-dealer for use in connection with any resale of any Exchange Notes for a period of not less than 180 days after the consummation of the Exchange Offer. If, upon consummation of the Exchange Offer, the Initial Purchasers hold Offered Securities acquired by them as part of their initial distribution, the Company, simultaneously with the delivery of the Exchange Notes pursuant to the Exchange Offer, shall issue and deliver to the Initial Purchasers upon the written request of the Initial Purchasers, in exchange (the "Private Exchange") for the Offered Securities held by the Initial Purchasers, a like principal amount of debt securities of the Issuer and Guarantees of the Guarantors issued under the Indenture and identical in all material respects to the Offered Securities (the "Private Exchange Notes"). The Offered Securities, the Exchange Notes and the Private Exchange Notes are herein collectively called the "Securities". In connection with the Exchange Offer, the Issuer Company shall:

Exchange Offer. To the extent not prohibited by any applicable law or applicable SEC policy, the Issuer shall, for the benefit of the Holders and Holders, at the Issuer’s cost (i) file with the SEC within 90 days after the Closing Time an Exchange Offer Registration Statement on an appropriate form under the Securities Act covering the offer by the Issuer to the Holders to exchange all of the Registrable Securities (other than Private Exchange Securities, if issued) for a like principal amount of Exchange Securities, (ii) use its reasonable best efforts to cause such Exchange Offer Registration Statement to be declared effective under the Securities Act by the SEC on or prior to the 180th day after the Closing Time, (iii) use its reasonable best efforts to have such Registration Statement remain effective until the closing of the Exchange Offer and (iv) commence the Exchange Offer and use its reasonable best efforts to issue Exchange Securities in exchange for all Registrable Securities (other than the Private Exchange Securities, if issued) properly tendered prior thereto in the Exchange Offer not later than 225 days after the Closing Time. Upon the effectiveness of the Exchange Offer Registration Statement, the Issuer shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Securities (other than Private Exchange Securities, if issued) for Exchange Securities (assuming that such Holder is not an affiliate of the Issuer within the meaning of Rule 405 under the Securities Act and is not a broker-dealer tendering Registrable Securities acquired directly from the Issuer or an affiliate of the Issuer for its own account, acquires the Exchange Securities in the ordinary course of such Holder’s business and has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of “distributing” distributing (within the meaning of the Securities Act) the Exchange Securities), with ) to transfer such Exchange Securities, Securities from and after their receipt, having no receipt without any limitations or restrictions on their transfer under the Securities Act and under state securities or “blue sky” sky laws. In connection with the Exchange Offer, the Issuer shall:

Exchange Offer. To the extent not prohibited by any applicable law or applicable SEC policypolicy of the SEC, the Issuer Company shall, for the benefit of the Holders and Holders, at the Issuer’s cost Company's cost, use its best efforts to (i) file cause to be filed with the SEC within 90 60 days after the Closing Time Issue Date an Exchange Offer Registration Statement on an appropriate form under the Securities Act covering the offer by the Issuer Company to the Holders to exchange all of the Registrable Securities (other than Private Exchange Securities, if issued) for a like principal amount of Exchange Securities, (ii) use its reasonable best efforts to cause have such Exchange Offer Registration Statement to be declared effective under the Securities Act by the SEC on or prior to not later than the 180th day date which is 120 days after the Closing TimeIssue Date, (iii) use its reasonable best efforts to have such Registration Statement remain effective until the closing of the Exchange Offer and (iv) commence the Exchange Offer and use its reasonable best efforts and, on or prior to 30 Business Days after the date on which the Exchange Offer Registration Statement was declared effective by the SEC, issue Exchange Securities in exchange for all Registrable Securities (other than the Private Exchange Securities, if issued) properly tendered prior thereto in the Exchange Offer not later than 225 days after the Closing TimeOffer. Upon the effectiveness of the Exchange Offer Registration Statement, the Issuer Company shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Securities (other than Private Exchange Securities, if issued) for Exchange Securities (assuming that such Holder is not an affiliate of the Issuer Company within the meaning of Rule 405 under the Securities Act and is not a broker-dealer tendering Registrable Securities acquired directly from the Issuer or an affiliate of the Issuer Company for its own account, acquires the Exchange Securities in the ordinary course of such Holder’s 's business and has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of “distributing” distributing (within the meaning of the Securities Act) the Exchange Securities), with ) and to transfer such Exchange Securities, Securities from and after their receipt, having no receipt without any limitations or restrictions on their transfer under the Securities Act and under state securities or “blue sky” sky laws. In connection with the Exchange Offer, the Issuer Company shall:

Exchange Offer. To the extent not prohibited by any applicable law or applicable SEC policy, the Issuer shall, for the benefit of the Holders and Holders, at the Issuer’s cost (i) file with the SEC within 90 days after the Closing Time an Exchange Offer Registration Statement on an appropriate form under the Securities Act covering the offer by the Issuer to the Holders to exchange all of the Registrable Securities (other than Private Exchange Securities, if issued) for a like principal amount of Exchange Securities, (ii) use its reasonable best efforts to cause such Exchange Offer Registration Statement to be declared effective under the Securities Act by the SEC on or prior to the 180th day after the Closing Time, (iii) use its reasonable best efforts to have such Registration Statement remain effective until the closing of the Exchange Offer and (iv) commence the Exchange Offer and use its reasonable best efforts to issue Exchange Securities in exchange for all Registrable Securities (other than the Private Exchange Securities, if issued) properly tendered prior thereto in the Exchange Offer not later than 225 days after the Closing Time. Upon the effectiveness of the Exchange Offer Registration Statement, the Issuer shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Securities (other than Private Exchange Securities, if issued) for Exchange Securities (assuming that such Holder is not an affiliate of the Issuer within the meaning of Rule 405 under the Securities Act and is not a broker-dealer tendering Registrable Securities acquired directly from the Issuer or an affiliate of the Issuer for its own account, acquires the Exchange Securities in the ordinary course of such Holder’s business and has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of “distributing” (within the meaning of the Securities Act) the Exchange Securities), with such Exchange Securities, from and after their receipt, having no limitations or restrictions on their transfer under the Securities Act and under state securities or “blue sky” laws. In connection with the Exchange Offer, the Issuer shall:

Exchange Offer. To (a) After the extent not prohibited by any applicable law Company's Initial Public Offering, or applicable SEC policyin the event that, as of the date that is 180 days following the date hereof, neither the Company nor Inter*Act has commenced an Initial Public Offering, the Issuer shall, for the benefit of the Holders and at the Issuer’s cost Company shall (i) file cause to be filed with the SEC within 90 days after Commission in no later than the Closing Time an Target Filing Date, a Registration Statement with respect to the Exchange Offer (the "Exchange Offer Registration Statement on an appropriate form under the Securities Act covering the offer by the Issuer to the Holders to exchange all of the Registrable Securities (other than Private Exchange Securities, if issued) for a like principal amount of Exchange SecuritiesStatement"), (ii) use its reasonable best efforts to cause such Exchange Offer Registration Statement to be declared effective as soon as practicable after the Target Filing Date or such earlier filing date, but in no event later than the Target Effective Date and (iii) use best efforts to Consummate the Exchange Offer as soon as practicable after the Target Effective Date or such earlier effective date, but in no event later than the Target Consummation Date. The Exchange Offer will be registered under the Securities Act by on the SEC on appropriate form and duly registered or prior qualified under 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 Company shall mail to the 180th day after the Closing Time, (iii) use its reasonable best efforts to have such Registration Statement remain effective until the closing each Holder a copy of the Exchange Offer and (iv) commence the Exchange Offer and use its reasonable best efforts to issue Exchange Securities in exchange for all Registrable Securities (other than the Private Exchange Securities, if issued) properly tendered prior thereto in the Exchange Offer not later than 225 days after the Closing Time. Upon the effectiveness Prospectus forming part of the Exchange Offer Registration Statement, the Issuer shall promptly commence the Exchange Offer, it being the objective together with an appropriate letter of such Exchange Offer to enable each transmittal and related documents. Each Holder eligible and electing to exchange who exchanges Registrable Securities (other than Private Exchange Securities, if issued) for Exchange Securities in an Exchange Offer shall be deemed to have represented, and at the request of the Company shall provide a letter confirming, that (assuming that A) such Holder is not an affiliate "affiliate" of the Issuer Company within the meaning of Rule 405 under the Securities Act and is not a broker-dealer tendering Registrable Securities acquired directly from the Issuer or an affiliate of the Issuer for its own accountAct, acquires the (B) any Exchange Securities received by such Holder will be acquired in the ordinary course of its business, (C) such Holder’s business and has no arrangements Holder will not, at the time of the Consummation of the Exchange Offer, have any arrangement or understandings understanding with any Person or the intent to enter into any such arrangement or understanding to participate in the distribution of the Exchange Securities and (D) if such Holder is a broker-dealer, such Holder acquired its Registrable Securities for its own account as a result of market-making or other trading activities and such Holder will deliver a prospectus in connection with any resale of Exchange Securities. Any Holder (x) who refuses to provide a letter requested in connection with an Exchange Offer for pursuant to the purpose of “distributing” preceding sentence or (within y) who refuses to participate in an Exchange Offer other than in the meaning circumstances described in Section 2(b)(i) or (ii) below, shall not be entitled to cause the Company to effect a "shelf" registration pursuant to Section 3 hereof. The Company agrees to supplement or amend the Registration Statement filed in respect of the Securities Act) Exchange Offer to the Exchange Securities)extent required by applicable law, with such Exchange Securities, from and after their receipt, having no limitations rules or restrictions on their transfer under regulations or by the Securities Act and under state securities or “blue sky” laws. In connection with instructions applicable to the Exchange Offer, registration form used by the Issuer shall:Company for

Exchange Offer. To The Issuer and the extent not prohibited by any applicable law or applicable SEC policy, the Issuer Guarantor shall, for the benefit of the Holders and Holders, at the Issuer’s cost cost, (iA) file prepare and use all commercially reasonable efforts to file, as soon as practicable but not later than 120 days following the Closing Date, with the SEC within 90 days after the Closing Time an Exchange Offer Registration Statement on an appropriate form under the Securities 1933 Act covering with respect to a proposed Exchange Offer and the offer by the Issuer issuance and delivery to the Holders to Holders, in exchange all of for the Registrable Transfer Restricted Securities (other than Private Exchange Securities), if issued) for of a like principal amount of Exchange Securities, (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 (or within 270 days of the Closing Date in the event the Exchange Offer Registration Statement is reviewed by the SEC on or prior to the 180th day after the Closing TimeSEC), (iiiC) use its all commercially reasonable best efforts to have such keep the Exchange Offer Registration Statement remain effective until the closing of the Exchange Offer and (ivD) commence use all commercially reasonable efforts to cause the Exchange Offer and use its reasonable best efforts to issue Exchange Securities in exchange for all Registrable Securities be consummated not later than 30 business days (other than the Private Exchange Securitiesor longer, if issuedrequired by the federal securities laws) properly tendered prior thereto in following the date on which the Exchange Offer not later than 225 days after Registration Statement was declared effective by the Closing TimeSEC. The Exchange Securities will be issued under the Indenture. Upon the effectiveness of the Exchange Offer Registration Statement, the Issuer 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 Transfer Restricted Securities (other than Private Exchange Securities, if issued) for Exchange Securities (assuming that such Holder (a) is not an affiliate of the Issuer within the meaning of Rule 405 under the Securities Act and 1933 Act, (b) is not a broker-dealer tendering Registrable Transfer Restricted Securities acquired directly from the Issuer or an affiliate of the Issuer for its own account, acquires (c) acquired the Exchange Securities in the ordinary course of such Holder’s business and (d) has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of “distributing” (within the meaning of the Securities Act) distributing the Exchange Securities), with ) to transfer such Exchange Securities, Securities from and after their receipt, having no receipt without any limitations or restrictions on their transfer under the Securities 1933 Act and under state securities or “blue sky” sky laws. In connection with the Exchange Offer, the Issuer and the Guarantor shall:

Exchange Offer. To the extent not prohibited by any applicable law or applicable SEC policy, the Issuer shall, for the benefit (a) Each of the Holders and at the Issuer’s cost (i) Issuers agrees to file with the SEC within 90 days after no later than the Closing Time Filing Date, an Exchange Offer Registration Statement on an appropriate form under the Securities Act covering the offer by the Issuer to the Holders to exchange (the "EXCHANGE OFFER") any and all of the Registrable Securities Notes (other than Private Exchange SecuritiesNotes, if issuedany) for a like aggregate principal amount of debt securities of the Company, guaranteed by the Subsidiary Guarantors, which are identical in all material respects to the Notes (the "EXCHANGE NOTES") (and which are entitled to the benefits of the Indenture or a trust indenture which is identical in all material respects to the Indenture (other than such changes to the Indenture or any such identical trust indenture as are necessary to comply with any requirements of the SEC to effect or maintain the qualification thereof under the TIA) and which, in either case, has been qualified under the TIA), except that the Exchange Securities, Notes shall have been registered pursuant to an effective Registration Statement under the Securities Act and shall contain no restrictive legend thereon. The Exchange Offer shall be registered under the Securities Act on the appropriate form (iithe "EXCHANGE REGISTRATION STATEMENT") and shall comply with all applicable tender offer rules and regulations under the Exchange Act. Each of the Issuers agrees to use its reasonable best efforts to (x) cause such the Exchange Offer Registration Statement to be declared effective under the Securities Act on or before the Effectiveness Date; (y) keep the Exchange Offer open for at least 30 calendar days (or longer if required by applicable law) after the SEC date that notice of the Exchange Offer is mailed to Holders; and (z) consummate the Exchange Offer on or prior to the 180th 45th day following the date on which the Exchange Registration Statement is declared effective. If after such Exchange Registration Statement is initially declared effective by the Closing TimeSEC, (iii) use its reasonable best efforts the Exchange Offer or the issuance of the Exchange Notes thereunder is interfered with by any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court, such Exchange Registration Statement shall be deemed not to have such Registration Statement remain become effective until for purposes of this Agreement. Each Holder who participates in the closing Exchange Offer will be required to represent that any Exchange Notes received by it will be acquired in the ordinary course of its business, that at the time of the consummation of the Exchange Offer and (iv) commence the Exchange Offer and use its reasonable best efforts such Holder will have no arrangement or understanding with any Person to issue Exchange Securities in exchange for all Registrable Securities (other than the Private Exchange Securities, if issued) properly tendered prior thereto participate in the Exchange Offer not later than 225 days after the Closing Time. Upon the effectiveness distribution of the Exchange Offer Registration StatementNotes in violation of the provisions of the Securities Act, the Issuer shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Securities (other than Private Exchange Securities, if issued) for Exchange Securities (assuming that such Holder is not an affiliate of the Issuer within the meaning of Rule 405 under the Securities Act and is not a broker-dealer tendering Registrable Securities acquired directly from the Issuer or an affiliate any of the Issuer for its own account, acquires the Exchange Securities in the ordinary course of such Holder’s business and has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of “distributing” (Issuers within the meaning of the Securities Act) . Upon consummation of the Exchange Securities), Offer in accordance with such Exchange Securities, from and after their receipt, having no limitations or restrictions on their transfer under the Securities Act and under state securities or “blue sky” laws. In connection with the Exchange Offerthis Section 2, the Issuer shall:provisions of this Agreement shall continue to apply, MUTATIS MUTANDIS, solely with respect to Registrable Notes that are Private Exchange Notes and Exchange Notes held by Participating Broker-Dealers, and the Issuers shall have no further obligation to register Registrable Notes (other than Private Exchange Notes and other than in respect of any Exchange Notes as to which clause 2(c)(iv) hereof applies) pursuant to Section 3 of this Agreement.

Exchange Offer. To the extent not prohibited by any applicable law or applicable SEC policy, the Issuer shall, for the benefit of the Holders and Holders, at the Issuer’s cost (i) file with the SEC within 90 days after the Closing Time an Exchange Offer Registration Statement on an appropriate form under the Securities Act covering the offer by the Issuer to the Holders to exchange all of the Registrable Securities (other than Private Exchange Securities, if issued) for a like principal amount of Exchange Securities, (ii) use its reasonable best efforts to cause such Exchange Offer Registration Statement to be declared effective under the Securities Act by the SEC on or prior to the 180th day after the Closing Time, (iii) use its reasonable best efforts to have such Registration Statement remain effective until the closing of the Exchange Offer and (iv) commence the Exchange Offer and use its reasonable best efforts to issue Exchange Securities in exchange for all Registrable Securities (other than the Private Exchange Securities, if issued) properly tendered prior thereto in the Exchange Offer not later than 225 days after the Closing Time. Upon the effectiveness of the Exchange Offer Registration Statement, the Issuer shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Securities (other than Private Exchange Securities, if issued) for Exchange Securities (assuming that such Holder is not an affiliate of the Issuer within the meaning of Rule 405 under the Securities Act and is not a broker-dealer tendering Registrable Securities acquired directly from the Issuer or an affiliate of the Issuer for its own account, acquires the Exchange Securities in the ordinary course of such Holder’s business and has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of “distributing” distributing (within the meaning of the Securities Act) the Exchange Securities), with ) to transfer such Exchange Securities, Securities from and after their receipt, having no receipt without any limitations or restrictions on their transfer under the Securities Act and under state securities or “blue sky” sky laws. In connection with the Exchange Offer, the Issuer shall:

Exchange Offer. To (a) The Company agrees to file at its sole cost and expense with the extent not SEC no later than the Filing Date, unless prohibited by any applicable law or applicable SEC policy, the Issuer shall, for the benefit of the Holders and at the Issuer’s cost (i) file with the SEC within 90 days after the Closing Time an Exchange Offer Registration Statement on an appropriate form under the Securities Act covering the offer by the Issuer to the Holders to exchange (the "EXCHANGE OFFER") any and all of the Registrable Transfer Restricted Securities (other than Private Exchange Securities, if issuedany) for a like aggregate principal amount of Securities of the Company, which are substantially identical in all material respects to the Securities (the "EXCHANGE SECURITIES") and which are entitled to the benefits of the Indenture or a trust indenture which is substantially identical in all material respects to the Indenture (other than such changes to such Indenture or any such identical trust indenture as are necessary to comply with any requirements of the SEC to effect or maintain the qualification thereof under the Trust Indenture Act) and which, in either case, has been qualified under the Trust Indenture Act, except that the Exchange Securities (other than Private Exchange Securities, if any) shall have been registered pursuant to an effective Registration Statement under the Securities Act and shall contain no restrictive legend thereon. The Exchange Offer shall be registered under the Securities Act on the appropriate form (the "EXCHANGE OFFER REGISTRATION STATEMENT") and shall comply with all applicable tender offer rules and regulations under the Exchange Act. The Company agrees to (i) file (or submit on a confidential basis) the Exchange Offer Registration Statement with the SEC on or prior to 75 days after the Issue Date; (ii) use its reasonable best efforts to cause such the Exchange Offer Registration Statement to be declared effective under the Securities Act by the SEC on or prior before the Effectiveness Target Date; (iii) (A) file all pre-effective amendments to the 180th day after the Closing Timesuch Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (iiiB) file, if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualifications of the Exchange Securities to be made under the blue sky laws of such jurisdictions as are necessary to permit consummation of the Exchange Offer; and (iv) use its reasonable best efforts to have such Registration Statement remain effective until the closing of consummate the Exchange Offer and (iv) commence on or prior to 30 days after the date on which the Exchange Offer and use its reasonable best efforts to issue Registration Statement is declared effective by the SEC. Upon the Exchange Offer Registration Statement being declared effective, the Company will offer the Exchange Securities in exchange for all Registrable surrender of the Securities. If after such Exchange Offer Registration Statement is declared effective by the SEC, the Exchange Offer or the issuance of the Exchange Securities (thereunder is interfered with by any stop order, injunction or other than order or requirement of the Private SEC or any other governmental agency or court, such Exchange Securities, if issued) properly tendered prior thereto Offer Registration Statement shall be deemed not to have become effective for purposes of this Agreement. Each Holder who participates in the Exchange Offer not later than 225 days after the Closing Time. Upon the effectiveness of the Exchange Offer Registration Statement, the Issuer shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer will be required to enable each Holder eligible and electing to exchange Registrable Securities represent that (other than Private Exchange Securities, if issuedi) for any Exchange Securities (assuming that such Holder is not an affiliate of the Issuer within the meaning of Rule 405 under the Securities Act and is not a broker-dealer tendering Registrable Securities received by it will be acquired directly from the Issuer or an affiliate of the Issuer for its own account, acquires the Exchange Securities in the ordinary course of such Holder’s business and its business, (ii) it has no arrangements arrangement or understandings understanding with any Person to participate in the Exchange Offer for the purpose of “distributing” distribution (within the meaning of the Securities Act) of the Exchange Securities), (iii) it is not an "affiliate" (as defined in Rule 405 under the Securities Act) of the Company or, if it is such an affiliate, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable and (iv) it is not acting on behalf of any Person who could not truthfully make the foregoing representations. If such Holder is not a broker-dealer, such Holder will be required to represent that it is not engaged in, and does not intend to engage in, the distribution of the Exchange Securities. If such Holder is a broker-dealer that will receive Exchange Securities for its own account in exchange for Securities that were acquired as a result of market-making activities or other trading activities, it will be required to acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities, from and after their receipt, having no limitations or restrictions on their transfer under the Securities Act and under state securities or “blue sky” laws. In connection with Upon consummation of the Exchange OfferOffer in accordance with this Section 2, the Issuer shall:Company shall have no further obligation to register Transfer Restricted Securities (other than Private Exchange Securities and other than in respect of any Exchange Securities as to which clause 2(c)(iv) hereof applies) pursuant to Section 3 hereof. No securities other than the Exchange Securities shall be included in the Exchange Offer Registration Statement.

Exchange Offer. To the extent not prohibited by any applicable law or applicable SEC policyinterpretations of the staff of the SEC, the Issuer Company and the Guarantors shall, for the benefit of the Holders and at the Issuer’s cost Holders, (iA) file with the SEC within 90 days after the Closing Time an Exchange Offer Registration Statement on an appropriate form under the Securities Act covering the offer by the Issuer to the Holders to exchange all of the Registrable Securities (other than Private Exchange Securities, if issued) for a like principal amount of Exchange Securities, (ii) use its reasonable best efforts to cause such Exchange Offer Registration Statement to be declared effective under the Securities Act by with the SEC on or prior to the 180th 90th day after following the Closing TimeDate, which Exchange Offer Registration Statement shall be on an appropriate form under the 1933 Act and shall relate to a proposed Exchange Offer and the issuance and delivery to the Holders who so elect, in exchange for the Transfer Restricted Securities of a like principal amount of Exchange Notes, (iiiB) use its reasonable their best efforts to have such Registration Statement remain effective until the closing of the Exchange Offer and Registration Statement declared effective by the SEC under the 1933 Act on or prior to the 180th day following the Closing Date, (ivC) commence the Exchange Offer promptly after the Exchange Offer Registration Statement is declared effective, (D) keep the Exchange Offer open for acceptance for not less than 20 business days after notice thereof is mailed to Holders (or longer if required by applicable law) (such period referred to herein as the "EXCHANGE PERIOD") and consummate the Exchange Offer no later than 40 business days following the date on which the Exchange Offer Registration Statement is declared effective by the SEC, (E) use its reasonable their best efforts to issue issue, promptly after the end of the Exchange Securities Period, Exchange Notes in exchange for all Registrable Transfer Restricted Securities (other than the Private Exchange Securities, if issued) that have been properly tendered prior thereto in for exchange during the Exchange Offer not later than 225 days after the Closing Time. Upon Period and (F) use their best efforts to maintain the effectiveness of the Exchange Offer Registration Statement, Statement during the Issuer shall promptly commence Exchange Period and thereafter until such time as the Company has issued Exchange Notes in exchange for all Transfer Restricted Securities that have been properly tendered for exchange during the Exchange Period. The Exchange Notes will be issued under the Indenture. As a condition to participating in the Exchange Offer, a Holder will be required to represent to the Company that (a) it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Securities (other than Private Exchange Securities, if issued) for Exchange Securities (assuming that such Holder is not an affiliate of the Issuer Company or the Guarantors within the meaning of Rule 405 under the Securities Act and 1933 Act, (b) any Exchange Notes to be received by it will be acquired in the ordinary course of its business, (c) if such Holder is not a broker-dealer tendering Registrable Securities acquired directly from dealer, that it is not engaged in, and does not intend to engage in, the Issuer or an affiliate distribution of the Issuer Exchange Notes, (d) if such Holder is a broker-dealer that will receive Exchange Notes for its own accountaccount in exchange for Transfer Restricted Securities acquired as a result of market-making or other trading activities, acquires the Exchange Securities that such broker-dealer will deliver a prospectus in the ordinary course connection with any resale of such Holder’s business Exchange Notes, and (e) it has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of “distributing” (within the meaning distribution of the Transfer Restricted Securities Act) or the Exchange Securities), with such Exchange Securities, from and after their receipt, having no limitations or restrictions on their transfer under the Securities Act and under state securities or “blue sky” lawsNotes. In connection with the Exchange Offer, the Issuer shallCompany and the Guarantors shall additionally:

Exchange Offer. To the extent not prohibited by any applicable law or applicable SEC policy, the Issuer shall, for the benefit of the Holders and at the Issuer’s cost (i) file with the SEC within 90 days after the Closing Time an Exchange Offer Registration Statement on an appropriate form under the Securities Act covering the offer by the Issuer to the Holders to exchange all of the Registrable Securities (other than Private Exchange SecuritiesNotes, if issued) for a like principal amount of Exchange SecuritiesNotes, (ii) use its reasonable best efforts to cause such Exchange Offer Registration Statement to be declared effective under the Securities Act by the SEC on or prior to the 180th day after the Closing Time, (iii) use its reasonable best efforts to have such Registration Statement remain effective until the closing of the Exchange Offer and (iv) commence the Exchange Offer and use its reasonable best efforts to issue Exchange Securities Notes in exchange for all Registrable Securities (other than the Private Exchange SecuritiesNotes, if issued) properly tendered prior thereto in the Exchange Offer not later than 225 days after the Closing Time. Upon the effectiveness of the Exchange Offer Registration Statement, the Issuer shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Securities (other than Private Exchange SecuritiesNotes, if issued) for Exchange Securities Notes (assuming that such Holder is not an affiliate of the Issuer within the meaning of Rule 405 under the Securities Securi- ties Act and is not a broker-dealer tendering Registrable Securities acquired directly from the Issuer or an affiliate of the Issuer for its own account, acquires the Exchange Securities Notes in the ordinary course of such Holder’s business and has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of “distributing” (within the meaning of the Securities Act) the Exchange SecuritiesNotes), with such Exchange SecuritiesNotes, from and after their receipt, having no limitations or restrictions on their transfer under the Securities Act and under state securities or “blue sky” laws. In connection with the Exchange Offer, the Issuer shall:

Exchange Offer. To the extent not prohibited by any applicable law or applicable SEC policy, the Issuer shall, for the benefit of the Holders and at the Issuer’s cost (ia) The Issuers agree to file with the SEC within 90 days as soon as practicable after the Closing Time Issue Date, but in no event later than the Filing Date, an Exchange Offer Registration Statement on an appropriate form under the Securities Act covering the offer by the Issuer to the Holders to exchange (the "Exchange Offer") any and all of the Registrable Securities for a like aggregate principal amount of debt securities of the Issuers which are identical in all material respects to the Notes (the "Exchange Securities") (and which are entitled to the benefits of the Indenture or a trust indenture which is identical in all material respects to the Indenture (other than Private such changes as are necessary to comply with any requirements of the SEC to effect or maintain the qualification of such trust indenture under the TIA) and which has been qualified under the TIA), except that the Exchange Securities, if issued) for a like principal amount of Exchange Securities, (ii) Securities shall have been registered pursuant to an effective Registration Statement under the Securities Act and shall contain no legend thereon with respect to restrictions on transfer pursuant to the Securities Act. The Issuers agree to use its their reasonable best efforts to cause such keep the Exchange Offer Registration Statement open for at least 20 business days (or longer if required by applicable law) after the date notice of the Exchange Offer is mailed to be declared effective under Holders and to consummate the Securities Act by the SEC Exchange Offer on or prior to the 180th day Consummation Date. The Exchange Offer will be registered under the Securities Act on the appropriate form (the "Exchange Registration Statement") and will comply with all applicable tender offer rules and regulations under the Exchange Act. If after such Exchange Registration Statement is initially declared effective by the Closing TimeSEC and prior to the consummation of the Exchange Offer, (iii) use its reasonable best efforts the Exchange Offer or the issuance of the Exchange Securities thereunder is interfered with by any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court such Exchange Registration Statement shall be deemed not to have such Registration Statement remain become effective until for purposes of this Agreement. Each Holder who participates in the closing Exchange Offer will be deemed to represent that any Exchange Securities received by it will be acquired in the ordinary course of its business, that at the time of the consummation of the Exchange Offer and (iv) commence such Holder will have no arrangement with any person to participate in the Exchange Offer and use its reasonable best efforts to issue distribution of the Exchange Securities in exchange for all Registrable Securities (other than the Private Exchange Securities, if issued) properly tendered prior thereto in the Exchange Offer not later than 225 days after the Closing Time. Upon the effectiveness violation of the Exchange Offer Registration Statementprovisions of the Securities Act, the Issuer shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Securities (other than Private Exchange Securities, if issued) for Exchange Securities (assuming that such Holder is not an affiliate of the Issuer within the meaning of Rule 405 under the Securities Act and is not a broker-dealer tendering Registrable Securities acquired directly from the Issuer or an affiliate of the Issuer for its own account, acquires the Exchange Securities in the ordinary course of such Holder’s business and has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of “distributing” (Issuers within the meaning of the Securities Act) . Upon consummation of the Exchange SecuritiesOffer in accordance with this Section 2, the provisions of this Agreement (other than the first four sentences of this Section 2(a)) shall continue to apply, mutatis mutandis, solely with such respect to Registrable Securities that are Private Exchange SecuritiesSecurities and Exchange Securities held by Participating Broker-Dealers, from and after their receipt, having the Issuers shall have no limitations or restrictions on their transfer under the further obligation to register Registrable Securities Act (other than Private Exchange Securities and under state other than Exchange Securities as to which clause (c)(1)(i) hereof applies) pursuant to Section 3 of this Agreement. No securities or “blue sky” laws. In connection with other than the Exchange OfferSecurities shall be included in the Exchange Registration Statement, except to the Issuer shall:extent required by contractual obligations in effect on the Issue Date.

Exchange Offer. To the extent not prohibited by any applicable law or applicable SEC policyinterpretation of the staff of the SEC, the Issuer Company shall, for the benefit of the Holders and Holders, at the Issuer’s cost Company's cost, use its best efforts to (i) file cause to be filed with the SEC within 90 60 days after the Closing Time an Exchange Offer Registration Statement on an appropriate form under the Securities Act covering the offer by the Issuer to the Holders to exchange all of the Registrable Securities (other than Private Exchange Securities, if issued) for a like principal amount of Exchange SecuritiesOffer, (ii) use its reasonable best efforts to cause such Exchange Offer Registration Statement to be declared effective under the Securities Act by the SEC on or prior to not later than the 180th day date which is 120 days after the Closing Time, (iii) use its reasonable best efforts to have keep such Exchange Offer Registration Statement remain effective until the closing consummation of the Exchange Offer and (iv) commence cause the Exchange Offer and use its reasonable best efforts to issue Exchange Securities in exchange for all Registrable Securities (other than the Private Exchange Securities, if issued) properly tendered prior thereto in the Exchange Offer be consummated not later than 225 150 days after the Closing Time. The Exchange Securities will be issued under the Indenture. Upon the effectiveness of the Exchange Offer Registration Statement, the Issuer Company shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Securities (other than Private Exchange Securities, if issued) for a like principal amount of Exchange Securities (assuming that such Holder is not an affiliate of the Issuer Company within the meaning of Rule 405 under the Securities Act and is not a broker-dealer tendering Registrable Securities acquired directly from the Issuer or an affiliate of the Issuer Company for its own account, acquires the Exchange Securities in the ordinary course of such Holder’s 's business and has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of “distributing” (within the meaning of the Securities Act) distributing the Exchange Securities), with ) to transfer such Exchange Securities, Securities from and after their receipt, having no receipt without any limitations or restrictions on their transfer under the Securities Act and under state securities or “blue sky” sky laws. In connection with the Exchange Offer, the Issuer Company shall:

Exchange Offer. To Each of the extent not prohibited by any applicable law or applicable SEC policy, Company and the Issuer Guarantor shall, for the benefit of the Holders and Holders, at the IssuerCompany’s cost and the Guarantor's cost, (iA) use its reasonable best efforts to prepare and, as soon as practicable within 180 days following the Closing Date file with the SEC within 90 days after the Closing Time an Exchange Offer Registration Statement on an appropriate form under the Securities 1933 Act covering with respect to a proposed Exchange Offer and the offer by the Issuer issuance and delivery to the Holders to Holders, in exchange all of for the Registrable Securities (other than Private Exchange Securities), if issued) for 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 SEC on or prior to the 180th day after within 270 days of the Closing TimeDate, (iiiC) use its reasonable best efforts to have such keep the Exchange Offer Registration Statement remain effective until the closing of the Exchange Offer and Offer, (ivD) commence the Exchange Offer and use its reasonable best efforts to issue Exchange Securities in exchange for all Registrable Securities (other than the Private Exchange Securities, if issued) properly tendered prior thereto in cause the Exchange Offer to be completed not later than 225 300 days after following the Closing TimeDate, (E) provided that the Preferred Securities meet the minimum listing requirements of the New York Stock Exchange at the time an Exchange Offer Registration Statement is declared effective, use their reasonable best efforts to list the Preferred Securities on the New York Stock Exchange within 30 days following the Exchange Offer Registration Statement being declared effective, and (F) for a period of 90 days following the consummation of the exchange offer, to make available a prospectus meeting the requirements of the 1933 Act to any such participating broker-dealer for use in connection with any resale of any exchange notes acquired in the exchange offer. If the Company has not completed the Exchange Offer within 365 days of the Closing Date, then the Company will file as promptly as practicable a Shelf Registration Statement (as described in Section 2.2 hereof). The Exchange Securities will be issued under the Registrar and Transfer Agency Agreement. Upon the effectiveness of the Exchange Offer Registration Statement, the Issuer Company and the Guarantor shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Securities (other than Private Exchange Securities, if issued) for Exchange Securities (assuming that such Holder (a) is not an affiliate of the Issuer within the meaning of “affiliate” (as such term is defined in Rule 405 under the Securities Act and 1000 Xxx) of the Company or the Guarantor (b) is not a broker-dealer tendering Registrable Securities acquired directly from the Issuer Company or an affiliate of the Issuer Guarantor for its own account, acquires (c) acquired the Exchange Securities in the ordinary course of such Holder’s business and (d) has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of “distributing” (within the meaning of the Securities Act) distributing the Exchange Securities), with ) to transfer such Exchange Securities, Securities from and after their receipt, having no receipt without any limitations or restrictions on their transfer under the Securities 1933 Act and or under state securities or “blue sky” sky laws. Exchange Securities will be issued under the Exchange Offer as evidence of the same continuing rights and preferences under the Preferred Securities and the Guarantee. Under no circumstances will the surrender of the Preferred Securities and the issue of Exchange Securities constitute new securities or obligate the Company and the Guarantor to redeem the Preferred Securities. In connection with the Exchange Offer, the Issuer Company and the Guarantor shall:

Exchange Offer. To (a) The Issuers agree to file with the extent not prohibited by SEC, on or before the Filing Date, an offer to exchange (the "Exchange Offer") any applicable law or applicable SEC policy, the Issuer shall, for the benefit and all of the Holders Registrable Securities for a like aggregate principal amount of senior subordinated debt securities of the Company which are identical to the Notes and at are guaranteed, jointly and severally, by each of the Issuer’s cost Guarantors with terms identical to the Guarantees (the "Exchange Securities") (and which are entitled to the benefits of a trust indenture that is substantially identical to the Indenture (other than such changes as are necessary to comply with any requirements of the SEC to effect or maintain the qualification of such trust indenture under the TIA) and which has been qualified under the TIA), except that the Exchange Securities shall have been registered pursuant to an effective Registration Statement under the Securities Act and shall contain no restrictive legend thereon. The Exchange Offer will be registered under the Securities Act on the appropriate form (the "Exchange Offer Registration Statement") and will comply with all applicable tender offer rules and regulations under the Exchange Act. Each of the Issuers agrees to use its best efforts (i) file with to cause the SEC within 90 days after the Closing Time an Exchange Offer Registration Statement to become effective and to commence the Exchange Offer on an appropriate form under the Securities Act covering the offer by the Issuer or prior to the Holders Effectiveness Date, (ii) to keep the Exchange Offer open for 35 days (or longer if required by applicable law) (the last day of such period, the "Expiration Date") and (iii) to exchange Exchange Securities for all Notes validly tendered and not withdrawn pursuant to the Exchange Offer on or prior to the fifth day following the Expiration Date. Each Holder who participates in the Exchange Offer will be deemed to represent that any Exchange Securities received by it will be acquired in the ordinary course of its business, that at the time of the Upon consummation of the Exchange Offer in accordance with this Section 2, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Registrable Securities that are Private Exchange Securities, Exchange Securities to which Section 2(c)(v) is applicable and Exchange Securities held by Participating Broker-Dealers, and the Issuers shall have no further obligation to register Registrable Securities (other than Private Exchange Securities, if issued) for a like principal amount of Exchange Securities, (ii) use its reasonable best efforts to cause such Exchange Offer Registration Statement to be declared effective under the Securities Act by the SEC on or prior to the 180th day after the Closing Time, (iii) use its reasonable best efforts to have such Registration Statement remain effective until the closing of the Exchange Offer and (iv) commence the Exchange Offer and use its reasonable best efforts to issue other than Exchange Securities in exchange for all Registrable Securities (as to which Section 2(c)(v) hereof applies) pursuant to Section 3 of this Agreement. No securities other than the Private Exchange Securities, if issued) properly tendered prior thereto Securities shall be included in the Exchange Offer not later than 225 days after the Closing Time. Upon the effectiveness of the Exchange Offer Registration Statement, the Issuer shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Securities (other than Private Exchange Securities, if issued) for Exchange Securities (assuming that such Holder is not an affiliate of the Issuer within the meaning of Rule 405 under the Securities Act and is not a broker-dealer tendering Registrable Securities acquired directly from the Issuer or an affiliate of the Issuer for its own account, acquires the Exchange Securities in the ordinary course of such Holder’s business and has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of “distributing” (within the meaning of the Securities Act) the Exchange Securities), with such Exchange Securities, from and after their receipt, having no limitations or restrictions on their transfer under the Securities Act and under state securities or “blue sky” laws. In connection with the Exchange Offer, the Issuer shall:.

Exchange Offer. To the extent not prohibited by any applicable law or applicable SEC policy, the Issuer The Issuers shall, for the benefit of the Holders and Holders, at the Issuer’s cost Issuers' cost, (iA) prepare and, as soon as practicable but not later than 45 days following the Closing Date, file with the SEC within 90 days after the Closing Time an Exchange Offer Registration Statement on an appropriate form under the Securities 1933 Act covering with respect to a proposed Exchange Offer and the offer by the Issuer issuance and delivery to the Holders to Holders, in exchange all of for the Registrable Transfer Restricted Securities (other than Private Exchange Securities), if issued) for 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 the SEC on or prior to the 180th day after 150 days from the Closing TimeDate, (iiiC) use its their reasonable best efforts to have such keep the Exchange Offer Registration Statement remain effective until the closing of the Exchange Offer and (ivD) commence the Exchange Offer and use its their reasonable best efforts to issue Exchange Securities in exchange for all Registrable Securities (other than the Private Exchange Securities, if issued) properly tendered prior thereto in cause the Exchange Offer not later than 225 to be consummated on or prior to 30 business days after following the Closing Timedate on which the Exchange Offer Registration Statement was declared effective by the SEC. The Exchange Securities will be issued under the Indenture. Upon the effectiveness of the Exchange Offer Registration Statement, the Issuer Issuers shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Transfer Restricted Securities (other than Private Exchange Securities, if issued) for Exchange Securities (assuming that such Holder (a) is not an affiliate of the Issuer Issuers within the meaning of Rule 405 under the Securities Act and 1933 Act, (b) is not a broker-dealer tendering Registrable Transfer Restricted Securities acquired directly from the Issuer or an affiliate of the Issuer Issuers for its own account, acquires (c) acquired the Exchange Securities in the ordinary course of such Holder’s 's business and (d) has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of “distributing” (within the meaning of the Securities Act) distributing the Exchange Securities), with ) and to transfer such Exchange Securities, Securities from and after their receipt, having no receipt without any limitations or restrictions on their transfer under the Securities 1933 Act and under state securities or “blue sky” sky laws. In connection with the Exchange Offer, the Issuer Issuers shall:

Exchange Offer. To The Company and the extent not prohibited by any applicable law or applicable SEC policy, the Issuer Subsidiary Guarantors shall, for the benefit of the Holders and Holders, at the IssuerCompany’s cost and Subsidiary Guarantors’ cost, (iA) file with the SEC within 90 days after the Closing Time an Exchange Offer Registration Statement on an appropriate form under the Securities Act covering the offer by the Issuer to the Holders to exchange all of the Registrable Securities (other than Private Exchange Securities, if issued) for a like principal amount of Exchange Securities, (ii) use its reasonable best efforts to cause such Exchange Offer Registration Statement to be declared effective under the Securities Act by with the SEC on or prior to the 180th 120th day after following the Closing TimeDate, which Exchange Offer Registration Statement shall be on an appropriate form under the 1933 Act and shall relate to a proposed Exchange Offer (and only to an Exchange Offer and not to the registration of the offer or sale of any other securities) and the issuance and delivery to the Holders who so elect, in exchange for the Transfer Restricted Notes (other than Private Exchange Notes), of a like principal amount of Exchange Notes, (iiiB) use its reasonable their best efforts to have such Registration Statement remain effective until the closing of the Exchange Offer and Registration Statement declared effective by the SEC under the 1933 Act on or prior to the 180th day following the Closing Date, (ivC) commence the Exchange Offer promptly after the Exchange Offer Registration Statement is declared effective, (D) keep the Exchange Offer open for acceptance for not less than 20 business days after notice thereof is mailed to Holders (or longer if required by applicable law) (such period referred to herein as the “Exchange Period”) and consummate the Exchange Offer no later than 30 business days following the date on which the Exchange Offer Registration Statement is declared effective by the SEC, (E) use its reasonable their best efforts to issue issue, promptly after the end of the Exchange Securities Period, Exchange Notes in exchange for all Registrable Securities (other than the Private Exchange Securities, if issued) Notes that have been properly tendered prior thereto in for exchange during the Exchange Period and (F) use their best efforts to maintain the effectiveness of the Exchange Offer not later than 225 days after Registration Statement during the Closing TimeExchange Period and thereafter until such time as the Company has issued Exchange Notes in exchange for all Transfer Restricted Notes that have been properly tendered for exchange during the Exchange Period. Upon the effectiveness of the Exchange Offer Registration Statement, the Issuer Company and the Subsidiary Guarantors shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Securities (other than Private Exchange Securities, if issued) Transfer Restricted Notes for Exchange Securities Notes (assuming that such Holder makes certain representations and warranties to the Company, including representations that (a) it is not an affiliate of the Issuer Company within the meaning of Rule 405 under the Securities Act and 1933 Act, (b) any Exchange Notes to be received by it will be acquired in the ordinary course of its business, (c) if such Holder is not a broker-dealer tendering Registrable Securities acquired directly from dealer, that it is not engaged in, and does not intend to engage in, the Issuer or an affiliate distribution of the Issuer Exchange Notes, (d) if such Holder is a broker-dealer that will receive Exchange Notes for its own accountaccount in exchange for Transfer Restricted Notes acquired as a result of market-making or other trading activities, acquires the Exchange Securities that such broker-dealer will deliver a prospectus in the ordinary course connection with any resale of such Holder’s business Exchange Notes, and (e) it has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of “distributing” (within the meaning distribution of the Securities Act) Transfer Restricted Notes or the Exchange Securities), with Notes) to transfer such Exchange Securities, Notes from and after their receipt, having no receipt without any limitations or restrictions on their transfer under the Securities 1933 Act and under state securities or “blue sky” sky laws. In connection with the Exchange Offer, the Issuer shallCompany and the Subsidiary Guarantors shall additionally:

Exchange Offer. (i) To the extent not prohibited by any applicable law or applicable SEC policypolicy of the SEC, the Issuer Issuers shall, for the benefit of the Holders and Holders, at the Issuer’s cost Company's cost, (iA) prepare and, as soon as practicable but not later than 120 days after the Issue Date, file with the SEC within 90 days after the Closing Time an Exchange Offer Registration Statement on an appropriate form under the Securities Act covering the offer by the Issuer Issuers to the Holders to exchange all of the Registrable Securities (other than Private Exchange Securities, if issued) for a like principal amount of Exchange Securities, (iiB) use its reasonable their best efforts to cause such Exchange Offer Registration Statement to be declared effective under the Securities Act by the SEC on or prior to not later than the 180th day date which is 180 days after the Closing TimeIssue Date, (iiiC) use its reasonable their best efforts to have keep such Registration Statement remain effective until the closing of the Exchange Offer and (ivD) use their best efforts to commence the Exchange Offer and use its reasonable best efforts and, on or prior to 240 days after the Issue Date, issue Exchange Securities in exchange for all Registrable Securities (other than the Private Exchange Securities, if issued) properly tendered prior thereto in the Exchange Offer not later than 225 days after the Closing TimeOffer. Upon the effectiveness of the Exchange Offer Registration Statement, the Issuer Issuers shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Securities (other than Private Exchange Securities, if issued) for Exchange Securities (assuming that such Holder (A) is not an affiliate of the Issuer Issuers within the meaning of Rule 405 under the Securities Act or, if such Holder is an affiliate, that it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable, (B) is not a broker-dealer tendering Registrable Transfer Restricted Securities acquired directly from the Issuer or an affiliate of the Issuer Issuers for its own account, acquires (C) acquired the Exchange Securities in the ordinary course of such Holder’s 's business and (D) has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of “distributing” distributing (within the meaning of the Securities Act) the Exchange Securities), with ) and to transfer such Exchange Securities, Securities from and after their receipt, having no receipt without any limitations or restrictions on their transfer under the Securities Act and under state securities or “blue sky” sky laws. In connection with the Exchange Offer, the Issuer shall:.

Exchange Offer. (a) To the extent not prohibited by any applicable law or applicable SEC policyinterpretation of the staff of the SEC, the Issuer shallIssuers shall (A) prepare and, for on or prior to 45 days after (the benefit "Exchange Offer Filing Date") the date of original issuance of the Holders and at Preferred Stock (the Issuer’s cost (i) file "Issue Date"), file, or cause to be filed, with the SEC within 90 days after the Closing Time an Exchange Offer a Registration Statement on an appropriate form under the Securities Act covering the with respect to an offer by the Issuer Company to the Holders to exchange all holders of the Registrable Securities (other than Private Exchange SecuritiesPreferred Stock to issue and deliver to such holders, if issued) in exchange for Preferred Stock, a like principal amount number of shares of Exchange SecuritiesPreferred Stock, (iiB) use its reasonable their best efforts to cause such the Registration Statement relating to the Exchange Offer Registration Statement to be declared effective by the SEC under the Securities Act by the SEC on or prior to the 180th 120th day after the Closing TimeIssue Date, (iii) use its reasonable best efforts to have such Registration Statement remain effective until the closing of the Exchange Offer and (ivC) commence the Exchange Offer and use its reasonable their best efforts to issue issue, on or prior to the Consummation Date, the Exchange Securities in exchange for all Registrable Securities (other than Preferred Stock. The offer and sale of the Private Exchange Securities, if issued) properly tendered prior thereto in Preferred Stock pursuant to the Exchange Offer shall be registered pursuant to the Securities Act on an appropriate form (the "Exchange Registration Statement") and duly registered or 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 Registration Statement will also register any deemed offering of the Debentures by the Issuers pursuant to the Exchange Offer. The Exchange Offer shall not later be subject to any condition, other than 225 days after that the Closing TimeExchange Offer does not violate any applicable law or interpretation of the staff of the SEC. Upon the effectiveness consummation of the Exchange Offer Registration Statementin accordance with this Section 2, the Issuer Issuers shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Securities (have no further registration obligations other than with respect to (i) Private Exchange SecuritiesPreferred Stock, (ii) Exchange Preferred Stock held by Participating Broker-Dealers, (iii) Preferred Stock or Exchange Preferred Stock as to which Section 3(a)(iii) hereof applies and (iv) if issued) for Exchange Securities (assuming that such Holder is not an affiliate required, registration of the Issuer within the meaning of Rule 405 under the Securities Act and is not a broker-dealer tendering Registrable Securities acquired directly from the Issuer or an affiliate issuance of the Issuer for its own accountDebentures as contemplated by Section 3(c). Other than in connection with a deemed offering of the Debentures required by this Section 2(a), acquires the Exchange Securities in the ordinary course of such Holder’s business and has no arrangements or understandings with any Person to participate securities shall be included in the Exchange Offer for the purpose of “distributing” (within the meaning of the Securities Act) Registration Statement other than the Exchange Securities), with such Exchange Securities, from and after their receipt, having no limitations or restrictions on their transfer under the Securities Act and under state securities or “blue sky” laws. In connection with the Exchange Offer, the Issuer shall:Preferred Stock.

Exchange Offer. To the extent not prohibited by -------------- any applicable law or applicable SEC policyinterpretations of the staff of the SEC, the Issuer Company and the Guarantors shall, for the benefit of the Holders and Holders, at the Issuer’s cost Company's expense, (i) file cause to be filed with the SEC within 90 30 days after the Closing Time an Exchange Offer Registration Statement on an appropriate form under the Securities Act covering the offer by the Issuer Company and the Guarantors to the Holders to exchange any and all of the Registrable Securities (other than Private Exchange Securities, if issued) for a like principal amount of Exchange SecuritiesNotes, (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 SEC on or prior to not later than the 180th day date which is 90 days after the Closing Time, (iii) use its their reasonable best efforts to have such Registration Statement remain effective until the closing of the Exchange Offer and (iv) commence the Exchange Offer and use its their reasonable best efforts to issue Exchange Securities in exchange for all Registrable Securities (other than the Private Exchange Securities, if issued) properly tendered prior thereto in cause the Exchange Offer to be consummated not later than 225 130 days after the Closing Time. The Exchange Notes will be issued under the Indenture. Upon the effectiveness of the Exchange Offer Registration Statement, the Issuer Company and the Guarantors shall promptly as soon as practicable commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Securities (other than Private Exchange Securities, if issued) for Exchange Securities Notes (assuming that such Holder is not an affiliate of the Issuer Company or any Guarantor within the meaning of Rule 405 under the Securities Act and is not a broker-dealer tendering Registrable Securities acquired directly from the Issuer Company or an any Guarantor or any affiliate of the Issuer Company or any Guarantor for its own account, acquires the Exchange Securities in the ordinary course of such Holder’s business and has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of “distributing” distributing (within the meaning of the Securities Act) the Exchange Securities), with Notes) to transfer such Exchange Securities, Notes from and after their receipt, having no subject to the prospectus delivery requirements of Participating Broker-Dealers as contemplated by Section 3(s) hereof, without any limitations or restrictions on their transfer under the Securities Act and or under state securities or “blue sky” sky laws. In connection with the Exchange Offer, the Issuer Company and the Guarantors shall:

Exchange Offer. To the extent not prohibited by any applicable law or applicable SEC policy, the Issuer shall, for the benefit of the Holders and at the Issuer’s cost (ia) The Company agrees to file with the SEC within 90 days after Commission no later than the Closing Time Filing Date, an Exchange Offer Registration Statement on an appropriate form under the Securities Act covering the offer by the Issuer to the Holders to exchange (the “Exchange Offer”) any and all of the Registrable Securities Notes (other than Private Exchange SecuritiesNotes, if issuedany) for a like aggregate principal amount of debt securities of the Company which are identical in all material respects to the Notes (the “Exchange SecuritiesNotes”) (and which are entitled to the benefits of the Indenture or a trust indenture which is identical in all material respects to the Indenture (other than such changes to the Indenture or any such identical trust indenture as are necessary to comply with any requirements of the Commission to effect or maintain the qualification thereof under the TIA) and which, in either case, has been qualified under the TIA), except that the Exchange Notes shall have been registered pursuant to an effective Registration Statement under the Securities Act and shall contain no restrictive legend thereon. The Exchange Offer shall be registered under the Securities Act on the appropriate form (iithe “Exchange Registration Statement”) and shall comply with all applicable tender offer rules and regulations under the Exchange Act. The Company agrees to use its reasonable best efforts to (x) cause such the Exchange Offer Registration Statement to be declared effective under the Securities Act on or before the Effectiveness Date; (y) keep the Exchange Offer open for at least 20 Business Days (or longer if required by applicable law) after the SEC date that notice of the Exchange Offer is first mailed to Holders; and (z) consummate the Exchange Offer on or prior to the 180th 30th day after following the Closing Time, (iii) use its reasonable best efforts to have such date on which the Exchange Registration Statement remain is declared effective until (or if such day is not a Business Day, then the closing next succeeding Business Day). If after such Exchange Registration Statement is initially declared effective by the Commission, the Exchange Offer or the issuance of the Exchange Offer and (iv) commence Notes thereunder is interfered with by any stop order, injunction or other order or requirement of the Commission or any other governmental agency or court, such Exchange Offer and use its reasonable best efforts Registration Statement shall be deemed not to issue Exchange Securities in exchange have become effective for all Registrable Securities purposes of this Agreement. Each Holder (other than the Private Exchange Securities, if issuedAffiliates) properly tendered prior thereto who participates in the Exchange Offer not later than 225 days after the Closing Time. Upon the effectiveness of the will be required to represent that any Exchange Offer Registration Statement, the Issuer shall promptly commence the Exchange Offer, Notes received by it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Securities (other than Private Exchange Securities, if issued) for Exchange Securities (assuming that such Holder is not an affiliate of the Issuer within the meaning of Rule 405 under the Securities Act and is not a broker-dealer tendering Registrable Securities will be acquired directly from the Issuer or an affiliate of the Issuer for its own account, acquires the Exchange Securities in the ordinary course of its business, that at the time of the consummation of the Exchange Offer, such Holder’s business Holder does not and has no arrangements will not have any arrangement or understandings understanding with any Person to participate in the distribution of the Exchange Offer for the purpose of “distributing” (within the meaning Notes in violation of the Securities Act) , that such Holder is not an Affiliate, and any additional representations that in the written opinion of counsel to the Company are necessary under then-existing interpretations of the Commission in order for the Exchange Securities), with such Exchange Securities, from and after their receipt, having no limitations or restrictions on their transfer under the Securities Act and under state securities or “blue sky” lawsRegistration Statement to be declared effective. In connection with Upon consummation of the Exchange OfferOffer in accordance with this Section 2, the Issuer shall:provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Registrable Notes that are Private Exchange Notes and Exchange Notes held by Participating Broker-Dealers, and the Company shall have no further obligation to register Registrable Notes (other than Private Exchange Notes and other than in respect of any Exchange Notes as to which clause 2(c)(iv) hereof applies) pursuant to Section 3 of this Agreement.

Exchange Offer. To the extent not prohibited by any applicable -------------- law or applicable SEC policy, the Issuer Issuers shall, for the benefit of the Holders and Holders, at the Issuer’s Issuers' cost (i) file with the SEC within 90 60 days after the Closing Time an Exchange Offer Registration Statement on an appropriate form under the Securities Act covering the offer by the Issuer Company to the Holders to exchange all of the Registrable Securities (other than Private Exchange Securities, if issued) for a like principal amount of Exchange Securities, (ii) use its reasonable best efforts to cause such Exchange Offer Registration Statement to be declared effective under the Securities Act by the SEC on or prior to not later than the 180th day date which is 120 days after the Closing Time, (iii) use its commercially reasonable best efforts to have such Registration Statement remain effective until the closing of the Exchange Offer and (iv) commence the Exchange Offer and use its commercially reasonable best efforts to issue Exchange Securities in exchange for all Registrable Securities (other than the Private Exchange Securities, if issued) properly tendered prior thereto in the Exchange Offer not later than 225 30 days after the Closing Timedate on which the Exchange Offer Registration Statement was declared effective by the SEC. Upon the effectiveness of the Exchange Offer Registration Statement, the Issuer Issuers shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Securities (other than Private Exchange Securities, if issued) for Exchange Securities (assuming that such Holder is not an affiliate of the Issuer Company within the meaning of Rule 405 under the Securities Act and is not a broker-dealer tendering Registrable Securities acquired directly from the Issuer or an affiliate of the Issuer Issuers for its own account, acquires the Exchange Securities in the ordinary course of such Holder’s 's business and has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of “distributing” distributing (within the meaning of the Securities Act) the Exchange Securities), with ) to transfer such Exchange Securities, Securities from and after their receipt, having no receipt without any limitations or restrictions on their transfer under the Securities Act and under state securities or “blue sky” sky laws. In connection with the Exchange Offer, the Issuer Issuers shall:

Exchange Offer. To Except as provided in Section 2.2 and to the -------------- extent not prohibited by any applicable law or applicable SEC policyinterpretation of the staff of the SEC, the Issuer Company and the Parent shall, for the benefit of the Holders and Holders, at the Issuer’s cost of the Company and the Parent, (iA) prepare and, as soon as practicable but not later than 120 days following the Closing Date, file with the SEC within 90 days after the Closing Time an Exchange Offer Registration Statement on an appropriate form under the Securities 1933 Act covering with respect to a proposed Exchange Offer and the offer by the Issuer issuance and delivery to the Holders to Holders, in exchange all of for the Registrable Securities (other than Private Exchange Securities), if issued) for 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 the SEC on or prior to the 180th day after within 210 days of the Closing TimeDate, (iiiC) use its their reasonable best efforts to have such keep the Exchange Offer Registration Statement remain effective until the closing of the Exchange Offer and (ivD) commence the Exchange Offer and use its their reasonable best efforts to issue Exchange Securities in exchange for all Registrable Securities (other than the Private Exchange Securities, if issued) properly tendered prior thereto in cause the Exchange Offer to be consummated not later than 225 45 days after the Closing Timeeffective date of the Exchange Offer Registration Statement. The Exchange Securities will be issued under the Indenture. Upon the effectiveness of the Exchange Offer Registration Statement, the Issuer Company and the Parent shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Securities (other than Private Exchange Securities, if issued) for Exchange Securities (assuming that such Holder (a) is not an affiliate of the Issuer Company within the meaning of Rule 405 under the Securities Act and 1933 Act, (b) is not a broker-dealer tendering Registrable Securities acquired directly from the Issuer or an affiliate of the Issuer Company for its own account, acquires (c) acquired the Exchange Securities in the ordinary course of such Holder’s 's business and (d) has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of “distributing” (within the meaning of the Securities Act) distributing the Exchange Securities), with ) to transfer such Exchange Securities, Securities from and after their receipt, having no receipt without any limitations or restrictions on their transfer under the Securities 1933 Act and under state securities or “blue sky” sky laws. In connection with the Exchange Offer, the Issuer Company and the Parent shall:

Exchange Offer. To the extent not prohibited by any applicable law or applicable SEC policy, the Issuer shall, for the benefit of the Holders and at the Issuer’s cost (ia) The Issuers agree to file with the SEC within 90 days as soon as practicable after the Closing Time Date, but in no event later than the Filing Date, an Exchange Offer Registration Statement on an appropriate form under the Securities Act covering the offer by the Issuer to the Holders to exchange (the "Exchange Offer") any and all of the Registrable Securities for a like aggregate principal amount of debt securities of the Company which are identical in all material respects to the Notes and guaranteed by the Guarantors with terms identical in all material respects to the Guarantees (the "Exchange Securities") (and which are entitled to the benefits of a trust indenture which is identical in all material respects to the Indenture (other than Private such changes as are necessary to comply with any requirements of the SEC to effect or maintain the qualification of such trust indenture under the TIA) and which has been qualified under the TIA), except that the Exchange Securities, if issued) for a like principal amount of Exchange Securities, (ii) Securities shall have been registered pursuant to an effective Registration Statement under the Securities Act and shall contain no restrictive legend thereon. The Issuers agree to use its their reasonable best efforts to cause such keep the Exchange Offer Registration Statement open for at least 20 business days (or longer if required by applicable law) after the date notice of the Exchange offer is mailed to be declared effective under Holders and to consummate the Securities Act by the SEC Exchange Offer on or prior to the 180th day Consummation Date. The Exchange Offer will be registered under the Securities Act on the appropriate form (the "Exchange Registration Statement") and will comply with all applicable tender offer rules and regulations under the Exchange Act. If after such Exchange Registration Statement is initially declared effective by the Closing TimeSEC, (iii) use its reasonable best efforts the Exchange Offer or the issuance of the Exchange Securities thereunder is interfered with by any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court such Exchange Registration Statement shall be deemed not to have such Registration Statement remain become effective until for purposes of this Agreement. Each Holder who participates in the closing Exchange Offer will be deemed to represent that any Exchange Securities received by it will be acquired in the ordinary course of its business, that at the time of the consummation of the Exchange Offer and (iv) commence such Holder will have no arrangement with any person to participate in the Exchange Offer and use its reasonable best efforts to issue distribution of the Exchange Securities in exchange for all Registrable Securities (other than the Private Exchange Securities, if issued) properly tendered prior thereto in the Exchange Offer not later than 225 days after the Closing Time. Upon the effectiveness violation of the Exchange Offer Registration Statementprovisions of the Securities Act, the Issuer shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Securities (other than Private Exchange Securities, if issued) for Exchange Securities (assuming that such Holder is not an affiliate of the Issuer Company within the meaning of Rule 405 501(b) of Regulation D under the Securities Act and is not a broker-dealer tendering such Holder has full power and authority to exchange the Registrable Securities acquired directly from in exchange for the Issuer or an affiliate Exchange Securities. Upon consummation of the Issuer for its own accountExchange Offer in accordance with this Section 2, acquires the provisions of this Agreement shall continue to apply, mutatis, mutandis, solely with respect to Registrable Securities that are Private Exchange Securities and Exchange Securities held by Participating Broker-Dealers, and the Issuers shall have no further obligation to register Registrable Securities (other than Private Exchange Securities and other than Exchange Securities as to which clause (c)(1)(i) hereof applies) pursuant to Section 3 of this Agreement. No securities other than the Exchange Securities in the ordinary course of such Holder’s business and has no arrangements or understandings with any Person to participate shall be included in the Exchange Offer for the purpose of “distributing” (within the meaning of the Securities Act) the Exchange Securities), with such Exchange Securities, from and after their receipt, having no limitations or restrictions on their transfer under the Securities Act and under state securities or “blue sky” laws. In connection with the Exchange Offer, the Issuer shall:Registration Statement.

Exchange Offer. To The Issuer and the extent not prohibited by any applicable law or applicable SEC policy, the Issuer Guarantors shall, for the benefit of the Holders and Holders, at the Issuer’s cost cost, (iA) file prepare and use all commercially reasonable efforts to file, as soon as practicable but not later than 120 days following the Closing Date, with the SEC within 90 days after the Closing Time an Exchange Offer Registration Statement on an appropriate form under the Securities 1933 Act covering with respect to a proposed Exchange Offer and the offer by the Issuer issuance and delivery to the Holders to Holders, in exchange all of for the Registrable Transfer Restricted Securities (other than Private Exchange Securities), if issued) for of a like principal amount of Exchange Securities, (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 (or within 270 days of the Closing Date in the event the Exchange Offer Registration Statement is reviewed by the SEC on or prior to the 180th day after the Closing TimeSEC), (iiiC) use its all commercially reasonable best efforts to have such keep the Exchange Offer Registration Statement remain effective until the closing of the Exchange Offer and (ivD) commence use all commercially reasonable efforts to cause the Exchange Offer and use its reasonable best efforts to issue Exchange Securities in exchange for all Registrable Securities be consummated not later than 30 business days (other than the Private Exchange Securitiesor longer, if issuedrequired by the federal securities laws) properly tendered prior thereto in following the date on which the Exchange Offer not later than 225 days after Registration Statement was declared effective by the Closing TimeSEC. The Exchange Securities will be issued under the Indenture. Upon the effectiveness of the Exchange Offer Registration Statement, the Issuer 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 Transfer Restricted Securities (other than Private Exchange Securities, if issued) for Exchange Securities (assuming that such Holder (a) is not an affiliate of the Issuer within the meaning of Rule 405 under the Securities Act and 1933 Act, (b) is not a broker-dealer tendering Registrable Transfer Restricted Securities acquired directly from the Issuer or an affiliate of the Issuer for its own account, acquires (c) acquired the Exchange Securities in the ordinary course of such Holder’s business and (d) has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of “distributing” (within the meaning of the Securities Act) distributing the Exchange Securities), with ) to transfer such Exchange Securities, Securities from and after their receipt, having no receipt without any limitations or restrictions on their transfer under the Securities 1933 Act and under state securities or “blue sky” sky laws. In connection with the Exchange Offer, the Issuer and the Guarantors shall:

Exchange Offer. To the extent not prohibited by any applicable law or applicable SEC policyinterpretation of the staff of the SEC, the Issuer Company and the Parent shall, for the benefit of the Holders and Holders, at the Issuer’s cost of the Company and the Parent, (iA) prepare and, as soon as practicable but not later than 135 days following the Closing Date, file with the SEC within 90 days after the Closing Time an Exchange Offer Registration Statement on an appropriate form under the Securities 1933 Act covering with respect to a proposed Exchange Offer and the offer by the Issuer issuance and delivery to the Holders to Holders, in exchange all of for the Registrable Securities (other than Private Exchange Securities), if issued) for 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 the SEC on or prior to the 180th day after within 180 days of the Closing TimeDate, (iiiC) use its their reasonable best efforts to have such keep the Exchange Offer Registration Statement remain effective until the closing of the Exchange Offer and (ivD) commence the Exchange Offer and use its their reasonable best efforts to issue Exchange Securities in exchange for all Registrable Securities (other than the Private Exchange Securities, if issued) properly tendered prior thereto in cause the Exchange Offer to be consummated not later than 225 45 days after the Closing Timeeffective date of the Exchange Offer Registration Statement. The Exchange Securities will be issued under the Indenture. Upon the effectiveness of the Exchange Offer Registration Statement, the Issuer Company and the Parent shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Securities (other than Private Exchange Securities, if issued) for Exchange Securities (assuming that such Holder (a) is not an affiliate of the Issuer Company within the meaning of Rule 405 under the Securities Act and 1933 Act, (b) is not a broker-dealer tendering Registrable Securities acquired directly from the Issuer or an affiliate of the Issuer Company for its own account, acquires (c) acquired the Exchange Securities in the ordinary course of such Holder’s 's business and (d) has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of “distributing” (within the meaning of the Securities Act) distributing the Exchange Securities), with ) to transfer such Exchange Securities, Securities from and after their receipt, having no receipt without any limitations or restrictions on their transfer under the Securities 1933 Act and under state securities or “blue sky” sky laws. In connection with the Exchange Offer, the Issuer Company and the Parent shall:

Exchange Offer. (i) To the extent not prohibited by any applicable law or applicable SEC policypolicy of the SEC, the Issuer Company shall, for the benefit of the Holders and Holders, at the Issuer’s cost Company's cost, (iA) use their reasonable best efforts to prepare and, as soon as practicable but not later than 90 days after the Issue Date, file with the SEC within 90 days after the Closing Time an Exchange Offer Registration Statement on an appropriate form under the Securities Act covering the offer by the Issuer Company to the Holders to exchange all of the Registrable Securities (other than Private Exchange Securities, if issued) for a like principal amount of Exchange Securities, (iiB) use its their reasonable best efforts to cause such Exchange Offer Registration Statement to be declared effective under the Securities Act by the SEC on or prior not later than the date which is 210 days after the Issue Date, (C) use their reasonable best efforts to (x) to include in the Exchange Registration Statement a prospectus for use in any resales by any Holder of Exchange Securities that is a broker-dealer and (y) to keep such Registration Statement effective for a period beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Closing Time, Exchange Offer has been completed or such time as such broker-dealers no longer own any Transfer Restricted Securities and (iiiD) use its reasonable their best efforts to have such Registration Statement remain effective until the closing of the Exchange Offer and (iv) commence the Exchange Offer and use its reasonable best efforts and, on or prior to 240 days after the Issue Date, issue Exchange Securities in exchange for all Registrable Securities (other than the Private Exchange Securities, if issued) properly tendered prior thereto in the Exchange Offer not later than 225 days after the Closing TimeOffer. Upon the effectiveness of the Exchange Offer Registration Statement, the Issuer Company shall promptly promptly, but no later than 5 days after such registration statement has become effective, commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Securities (other than Private Exchange Securities, if issued) for Exchange Securities (assuming that such Holder is not an affiliate of the Issuer Company within the meaning of Rule 405 under the Securities Act or, if it is an affiliate, that it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable, and is not a broker-dealer tendering Registrable Transfer Restricted Securities acquired directly from the Issuer or an affiliate of the Issuer Company for its own account, acquires acquired the Exchange Securities in the ordinary course of such Holder’s 's business and has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of “distributing” distributing (within the meaning of the Securities Act) the Exchange Securities), with ) and to transfer such Exchange Securities, Securities from and after their receipt, having no receipt without any limitations or restrictions on their transfer under the Securities Act and under state securities or “blue sky” sky laws. In connection with the Exchange Offer, the Issuer shall:.

Exchange Offer. To the extent not prohibited by any applicable law or applicable SEC policy, the Issuer The Operating Partnership shall, for the benefit of the Holders and Holders, at the Issuer’s cost Operating Partnership's cost, (iA) file with the SEC within use its reasonable best efforts to prepare and, as soon as practicable but not later than 90 days after the Closing Time Date, file with the Commission an Exchange Offer Registration Statement on an appropriate form under the Securities Act covering with respect to a proposed Exchange Offer and the offer by the Issuer issuance and delivery to the Holders to Holders, in exchange all of for the Registrable Securities (other than Private Exchange Securities), if issued) for 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 Act by the SEC on or prior to the 180th day after within 135 days of the Closing TimeDate, (iiiC) use its reasonable best efforts to have such keep the Exchange Offer Registration Statement remain effective until the closing of the Exchange Offer Offer, and (ivD) commence the Exchange Offer and use its reasonable best efforts to issue Exchange Securities in exchange for all Registrable Securities (other than the Private Exchange Securities, if issued) properly tendered prior thereto in cause the Exchange Offer to be consummated not later than 225 180 days after following the Closing TimeDate. The Exchange Securities will be issued under the Indenture. Upon the effectiveness of the Exchange Offer Registration Statement, the Issuer Operating Partnership shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Securities (other than Private Exchange Securities, if issued) for Exchange Securities (assuming that such Holder (a) is not an affiliate of the Issuer Operating Partnership within the meaning of Rule 405 under the Securities Act and Act, (b) is not a broker-dealer tendering Registrable Securities acquired directly from the Issuer or an affiliate of the Issuer Operating Partnership for its own account, acquires (c) acquired the Exchange Securities in the ordinary course of such Holder’s business and 's business, or (d) has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of “distributing” (within the meaning of the Securities Act) distributing the Exchange Securities), with ) to transfer such Exchange Securities, Securities from and after their receipt, having no receipt without any limitations or restrictions on their transfer under the Securities Act and under state securities or “blue sky” sky laws. In connection with the Exchange Offer, the Issuer Operating Partnership shall:

Exchange Offer. To the extent not prohibited by any applicable law or applicable SEC policyinterpretation of the staff of the SEC, the Issuer Issuers shall, for the benefit of the Holders and Holders, at the Issuer’s cost Issuers' cost, use their best efforts to (i) file cause to be filed with the SEC within 90 45 days after the Closing Time an Exchange Offer Registration Statement on an appropriate form under the Securities Act covering the offer by the Issuer Issuers to the Holders to exchange all of the Registrable Securities (other than Private Exchange Securities, if issued) for a like principal amount of Exchange Securities, (ii) use its reasonable best efforts to cause have such Exchange Offer Registration Statement to be declared effective under the Securities Act by the SEC on or prior to not later than the 180th day date which is 120 days after the Closing Time, (iii) use its reasonable best efforts to have such Registration Statement remain effective until the closing of the Exchange Offer and (iv) commence cause the Exchange Offer to be consummated following the effectiveness of the Exchange Offer Registration Statement and use its reasonable best efforts to issue issue, on or prior to 30 Business Days after the date on which the Exchange Offer Registration Statement was declared effective by the SEC, Exchange Securities in exchange for all Registrable Securities (other than the Private Exchange Securities, if issued) properly tendered prior thereto in the Exchange Offer not later than 225 days after the Closing TimeOffer. Upon the effectiveness of the Exchange Offer Registration Statement, the Issuer Issuers shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Securities (other than Private Exchange Securities, if issued) for Exchange Securities (assuming that such Holder is not an affiliate of the Issuer Issuers within the meaning of Rule 405 under the Securities Act and is not a broker-dealer tendering Registrable Securities acquired directly from the Issuer or an affiliate of the Issuer Issuers for its own account, acquires the Exchange Securities in the ordinary course of such Holder’s 's business and has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of “distributing” distributing (within the meaning of the Securities Act) the Exchange Securities), with ) and to transfer such Exchange Securities, Securities from and after their receipt, having no receipt without any limitations or restrictions on their transfer under the Securities Act and under state securities or “blue sky” sky laws. In connection with the Exchange Offer, the Issuer Issuers shall:

Exchange Offer. To the extent not prohibited by any applicable law or applicable SEC policy, the Issuer shall, for the benefit (a) Each of the Holders and at the Issuer’s cost (i) Issuers agrees to file with the SEC within 90 days after no later than the Closing Time Filing Date an Exchange Offer Registration Statement on an appropriate form under the Securities Act covering the offer by the Issuer to the Holders to exchange (the "Exchange Offer") any and all of the Registrable Securities Notes (other than the Private Exchange Notes, if any) for a like aggregate principal amount of debt securities of the Company, guaranteed by the Guarantors, which are identical in all material respects to the Notes (the "Exchange Notes") (and which are entitled to the benefits of the Indenture or a trust indenture which is identical in all material respects to the Indenture (other than such changes to the Indenture or any such identical trust indenture as are necessary to comply with any requirements of the SEC to effect or maintain the qualification thereof under the TIA) and which, in either case, has been qualified under the TIA), except that the Exchange Notes (other than Private Exchange SecuritiesNotes, if issuedany) for a like principal amount of shall have been registered pursuant to an effective Registration Statement under the Securities Act and shall contain no restrictive legend thereon. The Exchange Securities, Offer shall be registered under the Securities Act on the appropriate form (iithe "Exchange Registration Statement") and shall comply with all applicable tender offer rules and regulations under the Exchange Act. The Issuers agree to use its reasonable their best efforts to (x) cause such the Exchange Offer Registration Statement to be declared effective under the Securities Act on or before the Effectiveness Date; (y) keep the Exchange Offer open for at least 20 business days (or longer if required by applicable law) after the SEC date that notice of the Exchange Offer is mailed to the Holders; and (z) consummate the Exchange Offer on or prior to the 180th 225th day following the Issue Date. If after the Closing Time, (iii) use its reasonable best efforts to have such Exchange Registration Statement remain is declared effective until by the closing SEC, the Exchange Offer or the issuance of the Exchange Offer and (iv) commence Notes thereunder is interfered with by any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court, such Exchange Offer and use its reasonable best efforts Registration Statement shall be deemed not to issue Exchange Securities in exchange have become effective for all Registrable Securities (other than the Private Exchange Securities, if issued) properly tendered prior thereto purposes of this Agreement. Each Holder who participates in the Exchange Offer not later than 225 days after the Closing Time. Upon the effectiveness of the will be required to represent that any Exchange Offer Registration Statement, the Issuer shall promptly commence the Exchange Offer, Notes received by it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Securities (other than Private Exchange Securities, if issued) for Exchange Securities (assuming that such Holder is not an affiliate of the Issuer within the meaning of Rule 405 under the Securities Act and is not a broker-dealer tendering Registrable Securities will be acquired directly from the Issuer or an affiliate of the Issuer for its own account, acquires the Exchange Securities in the ordinary course of its business, that at the time of the consummation of the Exchange Offer such Holder’s business and has Holder will have no arrangements arrangement or understandings understanding with any Person to participate in the distribution of the Exchange Offer for Notes in violation of the purpose provisions of “distributing” (the Securities Act, and that such Holder in not an "affiliate" of any of the Issuers within the meaning of the Securities Act) . Upon consummation of the Exchange Securities)Offer in accordance with this Section 2, with such the Issuers shall have no further obligation to register Registrable Notes (other than Private Exchange Securities, from Notes and after their receipt, having no limitations or restrictions on their transfer under the Securities Act and under state other than in respect of any Exchange Notes as to which clause 2(c)(v) hereof applies) pursuant to Section 3 hereof. No securities or “blue sky” laws. In connection with other than the Exchange Offer, Notes shall be included in the Issuer shall:Exchange Registration Statement.

Exchange Offer. To the extent not prohibited by any applicable law or applicable SEC policy, the Issuer shall, for the benefit of the Holders and at the Issuer’s cost (ia) The Company agrees to use its best efforts to file with the SEC within 90 days as soon as practicable after the Closing Time Closing, but in no event later than the Filing Date, an offer to exchange (the "EXCHANGE OFFER") any and all of the Notes for a like aggregate principal amount of debt securities of the Company which are identical to the Notes (the "EXCHANGE NOTES") (and which are entitled to the benefits of the Indenture or a trust indenture which is substantially identical to the Indenture (other than such changes to the Indenture or any such identical trust indenture as are necessary to comply with any requirements of the SEC to effect or maintain the qualification thereof under the TIA) and which, in either case, has been qualified under the TIA), except that the Exchange Notes shall have been registered pursuant to an effective Registration Statement under the Securities Act. The Exchange Offer Registration Statement will be registered under the Securities Act on an appropriate form (the "EXCHANGE REGISTRATION STATEMENT") and will comply with all applicable tender offer rules and regulations under the Securities Act covering the offer by the Issuer Exchange Act. The Company agrees to the Holders to exchange all of the Registrable Securities (other than Private Exchange Securities, if issued) for a like principal amount of Exchange Securities, (ii) use its reasonable best efforts to (x) cause such the Exchange Offer Registration Statement to be declared become effective under the Securities Act on or before the Effectiveness Date; (y) keep the Exchange Offer open for at least 30 days (or longer if required by applicable law) after the SEC date that notice of the Exchange Offer is mailed to Holders; and (z) consummate the Exchange Offer on or prior to the 180th 60th day after following the Closing Time, (iii) use its reasonable best efforts to have such date on which the Exchange Registration Statement remain effective until the closing of the Exchange Offer and (iv) commence the Exchange Offer and use its reasonable best efforts to issue Exchange Securities in exchange for all Registrable Securities (other than the Private Exchange Securities, if issued) properly tendered prior thereto is declared effective. Each Holder who participates in the Exchange Offer not later than 225 days after will be required to represent that any Exchange Notes received by it will be acquired in the Closing Time. Upon ordinary course of its business, that at the effectiveness time of the consummation of the Exchange Offer Registration Statement, offer such Holder will have no arrangement or understanding with any person to participate in the Issuer shall promptly commence distribution of the Exchange OfferNotes, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Securities (other than Private Exchange Securities, if issued) for Exchange Securities (assuming that such Holder is not an affiliate of the Issuer Company within the meaning of Rule 405 promulgated under the Securities Act or if it is such an affiliate, that it will comply with the registration and is not a broker-dealer tendering Registrable Securities acquired directly from the Issuer or an affiliate of the Issuer for its own account, acquires the Exchange Securities in the ordinary course of such Holder’s business and has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of “distributing” (within the meaning prospectus delivery requirements of the Securities Act) , to the extent applicable. Upon consummation of the Exchange Securitiesoffer in accordance with this Section 2, the provisions of this Agreement shall continue to apply, MUTATIS MUTANDIS, solely with respect to Registrable Notes that are Private Exchange Notes and Exchange Notes held by Participating Broker-Dealers (as defined below), with such and the Company shall have no further obligation to register Registrable Notes (other than Private Exchange Securities, from Notes and after their receipt, having no limitations or restrictions on their transfer under the Securities Act and under state securities or “blue sky” laws. In connection with the Exchange Offer, the Issuer shall:Notes held by Participating Broker-Dealers) pursuant to Section 3 of this Agreement.

Exchange Offer. To the extent not prohibited by any applicable law or applicable SEC policy, the Issuer shall, for the benefit of the Holders and at the Issuer’s cost (ia) The Issuers agree to file with the SEC within 90 days as soon as practicable after the Closing Time Date, but in no event later than the Filing Date, an Exchange Offer Registration Statement on an appropriate form under the Securities Act covering the offer by the Issuer to the Holders to exchange (the "Exchange Offer") any and all of the Registrable Securities for a like aggregate principal amount of debt securities of the Company which are identical in all material respects to the Notes and guaranteed by the Guarantor with terms identical in all material respects to the Guarantee (the "Exchange Securities") (and which are entitled to the benefits of a trust indenture which is identical in all material respects to the Indenture (other than Private such changes as are necessary to comply with any requirements of the SEC to effect or maintain the qualification of such trust indenture under the TIA) and which has been qualified under the TIA), except that the Exchange Securities, if issued) for a like principal amount of Exchange Securities, (ii) Securities shall have been registered pursuant to an effective Registration Statement under the Securities Act and shall contain no restrictive legend thereon. The Issuers agree to use its their reasonable best efforts to cause such keep the Exchange Offer Registration Statement open for at least 30 business days (or longer if required by applicable law) after the date notice of the Exchange Offer is mailed to be declared effective under Holders and to consummate the Securities Act by the SEC Exchange Offer on or prior to the 180th day Effectiveness Date. The Exchange Offer will be registered under the Securities Act on the appropriate form (the "Exchange Registration Statement") and will comply with all applicable tender offer rules and regulations under the Exchange Act. If after such Exchange Registration Statement is initially declared effective by the Closing TimeSEC, (iii) use its reasonable best efforts the Exchange Offer or the issuance of the Exchange Securities thereunder is interfered with by any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court such Exchange Registration Statement shall be deemed not to have such Registration Statement remain become effective until for purposes of this Agreement. Each Holder who participates in the closing Exchange Offer will be deemed to represent that any Exchange Securities received by it will be acquired in the ordinary course of its business, that at the time of the consummation of the Exchange Offer and (iv) commence such Holder will have no arrangement with any person to participate in the Exchange Offer and use its reasonable best efforts to issue distribution of the Exchange Securities in exchange for all Registrable Securities (other than the Private Exchange Securities, if issued) properly tendered prior thereto in the Exchange Offer not later than 225 days after the Closing Time. Upon the effectiveness violation of the Exchange Offer Registration Statementprovisions of the Securities Act, the Issuer shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Securities (other than Private Exchange Securities, if issued) for Exchange Securities (assuming that such Holder is not an affiliate of the Issuer Company within the meaning of Rule 405 501(b) of Regulation D under the Securities Act and is not a broker-dealer tendering such Holder has full power and authority to exchange the Registrable Securities acquired directly from in exchange for the Issuer or an affiliate Exchange Securities. Upon consummation of 7 -6- the Issuer for its own accountExchange Offer in accordance with this Section 2, acquires the provisions of this Agreement shall continue to apply, mutatis, mutandis, solely with respect to Registrable Securities that are Private Exchange Securities and Exchange Securities held by Participating Broker-Dealers, and the Issuers shall have no further obligation to register Registrable Securities (other than Private Exchange Securities and other than Exchange Securities as to which clause (c)(1)(i) hereof applies) pursuant to Section 3 of this Agreement. No securities other than the Exchange Securities in the ordinary course of such Holder’s business and has no arrangements or understandings with any Person to participate shall be included in the Exchange Offer for the purpose of “distributing” (within the meaning of the Securities Act) the Exchange Securities), with such Exchange Securities, from and after their receipt, having no limitations or restrictions on their transfer under the Securities Act and under state securities or “blue sky” laws. In connection with the Exchange Offer, the Issuer shall:Registration Statement.

Exchange Offer. In lieu of filing the Shelf Registration Statement described in Section 2.2 (but not in lieu of the Shelf Registration Statement required in respect of Private Exchange Securities), the Issuers may effect an Exchange Offer pursuant to this Section 2.1. To effect an Exchange Offer, the Issuers shall, to the extent not prohibited by any applicable law or applicable SEC policy, interpretation of the Issuer shallstaff of the SEC, for the benefit of the Holders and Holders, at the Issuer’s cost Issuers’ cost, (iA) prepare and use their reasonable best efforts to file with the SEC within 90 days after the Closing Time an Exchange Offer Registration Statement on an appropriate form under with respect to a proposed Exchange Offer and the Securities Act covering the offer by the Issuer issuance and delivery to the Holders to Holders, in exchange all of for the Registrable Securities (other than Private Exchange Securities) in the form of Second Lien Notes, if issued) for of a like principal amount of Exchange Securities described in clause (a) of the definition thereof, for Registerable Securities (other than Private Exchange Securities) in the form of Third Lien Notes, of a like principal amount of Exchange Securities described in clause (b) of the definition thereof and for Registerable Securities (other than Private Exchange Securities) in the form of Unsecured Notes, of a like principal amount of Exchange Securities described in clause (c) of the definition thereof by the later of (i) March 31, 2009 and (ii) 90 days after the date on which the Notes were first issued, (B) use its their commercially reasonable best efforts to cause such the Exchange Offer Registration Statement to be declared effective under the Securities 1933 Act by the SEC on or prior to the 180th day later of (i) June 30, 2009 and (ii) 90 days after the Closing Timefiling of the Exchange Offer Registration Statement, (iiiC) use its reasonable their best efforts to have such keep the Exchange Offer Registration Statement remain effective until the closing of the Exchange Offer and (ivD) commence use their best efforts to cause the Exchange Offer and use its reasonable best efforts to issue Exchange Securities in exchange for all Registrable Securities (other be consummated not later than 45 days following the Private Exchange Securities, if issued) properly tendered prior thereto in effectiveness of the Exchange Offer not later than 225 days after Registration Statement; provided, however, that the Closing Timetime periods set forth in clause (A) above may be extended at the written request of a majority of the Joint Lead Arrangers delivered on or prior to the date of delivery of the Sale Notice (as defined in the Bridge Agreement) in which case the time period in clause (B) will be extended by an equivalent period. Upon the effectiveness of the Exchange Offer Registration Statement, the Issuer Issuers shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Securities (other than Private Exchange Securities, if issued) for Exchange Securities (assuming that such Holder (a) is not an affiliate Affiliate of the Issuer within the meaning of Rule 405 under the Securities Act and any Issuer, (b) is not a broker-dealer tendering Registrable Securities acquired directly from the Issuer or an affiliate of the Issuer Issuers for its own account, acquires (c) acquired the Exchange Securities in the ordinary course of such Holder’s business and (d) has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of “distributing” (within the meaning of the Securities Act) distributing the Exchange Securities), with ) to transfer such Exchange Securities, Securities from and after their receipt, having no receipt without any limitations or restrictions on their transfer under the Securities 1933 Act and under state securities or “blue sky” sky laws. In connection with the Exchange Offer, the Issuer Issuers shall:

Exchange Offer. To the extent not prohibited by any applicable law or applicable SEC policypolicy of the SEC, the Issuer Issuers shall, for the benefit of the Holders and Holders, at the Issuer’s cost Company's cost, (iA) prepare and, as soon as practicable but not later than 90 days following the Closing Date, file with the SEC within 90 days after the Closing Time an Exchange Offer Registration Statement on an appropriate form under the Securities 1933 Act covering with respect to a proposed Exchange Offer and the offer by the Issuer issuance and delivery to the Holders to Holders, in exchange all of for the Registrable Securities (other than Private Exchange Securities), if issued) for 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 the SEC on or prior to the 180th day after within 180 days of the Closing TimeDate, (iiiC) use its their reasonable best efforts to have such keep the Exchange Offer Registration Statement remain effective until the closing of the Exchange Offer and (ivD) commence use their best efforts to cause the Exchange Offer and use its reasonable best efforts to issue Exchange Securities in exchange for all Registrable Securities (other than the Private Exchange Securities, if issued) properly tendered prior thereto in the Exchange Offer be consummated not later than 225 210 days after following the Closing TimeDate. The Exchange Securities will be issued under the Indenture. Upon the effectiveness of the Exchange Offer Registration Statement, the Issuer Issuers shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Securities (other than Private Exchange Securities, if issued) for Exchange Securities (assuming that such Holder (a) is not an affiliate of the any Issuer within the meaning of Rule 405 under the Securities Act and 1933 Act, (b) is not a broker-dealer tendering Registrable Securities acquired directly from the an Issuer (or an affiliate Affiliate of the Issuer such Issuer) for its own account, acquires (c) acquired the Exchange Securities in the ordinary course of such Holder’s 's business and (d) has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of “distributing” (within the meaning of the Securities Act) distributing the Exchange Securities), with ) to transfer such Exchange Securities, Securities from and after their receipt, having no receipt without any limitations or restrictions on their transfer under the Securities 1933 Act and under state securities or “blue sky” sky laws. In connection with the Exchange Offer, the Issuer Issuers shall:

Exchange Offer. To the extent not prohibited by any applicable law or applicable SEC policy, the (a) The Issuer shall, for the benefit of the Holders and at the Issuer’s cost (i) agrees to file with the SEC within 90 days as soon as practicable after the Closing Time Date, but in no event later than the Filing Date, an offer to exchange (the "Exchange Offer"), any and all of the Transfer Restricted Notes for a like aggregate principal amount of debt securities of the Issuer (the "Exchange Notes"), which Exchange Notes will be (i) substantially identical in all material respects to the Notes, except that such Exchange Notes will not contain terms with respect to transfer restrictions, (ii) entitled to the benefits of the Indenture or a trust indenture which is identical to the Indenture (other than such changes to the Indenture or any such identical trust indenture as are necessary to comply with any requirements of the SEC to effect or maintain the qualification thereof under the TIA), and which, in either case, has been qualified under the TIA, and (iii) registered pursuant to an effective Registration Statement in compliance with the Securities Act. The Exchange Offer will be registered pursuant to the Securities Act on an appropriate form of Registration Statement (the "Exchange Offer Registration Statement"), and will comply with all applicable tender offer rules and regulations promulgated pursuant to the Exchange Act and shall be duly registered or qualified pursuant to all applicable state securities or Blue Sky laws. The Exchange Offer shall not be subject to any condition, other than that the Exchange Offer does not violate any applicable law, policy or interpretation of the staff of the SEC. No securities shall be included in the Exchange Offer Registration Statement on an appropriate form under the Securities Act covering the offer by the Issuer to the Holders to exchange all of the Registrable Securities (other than Private the Exchange Securities, if issued) for a like principal amount of Exchange Securities, (ii) Notes. The Issuer agrees to use its reasonable best efforts to (x) cause such the Exchange Offer Registration Statement to be declared become effective under pursuant to the Securities Act by the SEC on or prior to before the 180th day Effectiveness Target Date; and (y) keep the Exchange Offer open for not less than 20 Business Days (or such longer period required by applicable law), after the Closing Time, (iii) use its reasonable best efforts to have such Registration Statement remain effective until date that the closing notice of the Exchange Offer and (iv) commence the Exchange Offer and use its reasonable best efforts referred to issue Exchange Securities in exchange for all Registrable Securities (other than the Private Exchange Securities, if issued) properly tendered prior thereto below is mailed to Holders. Each Holder who participates in the Exchange Offer not later than 225 days after will be required to represent that any Exchange Notes received by it will be acquired in the Closing Time. Upon ordinary course of its business, that at the effectiveness time of the consummation of the Exchange Offer Registration Statement, such Holder will have no arrangement or understanding with any person to participate in the Issuer shall promptly commence distribution of the Exchange OfferNotes, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Securities (other than Private Exchange Securities, if issued) for Exchange Securities (assuming that such Holder is not an affiliate "affiliate" of the Issuer within the meaning of Rule 405 under of the Securities Act (or that if it is such an affiliate, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable). Each Holder that is not a brokerParticipating Broker-dealer tendering Registrable Securities acquired directly from Dealer will be required to represent that it is not engaged in, and does not intend to engage in, the Issuer or an affiliate distribution of the Issuer Exchange Notes. Each Holder that (i) is a Participating Broker-Dealer and (ii) will receive Exchange Notes for its own account, acquires account in exchange for the Exchange Securities Transfer Restricted Notes that it acquired as the result of market-making or other trading activities will be required to acknowledge that it will deliver a Prospectus as required by law in the ordinary course connection with any resale of such Holder’s business and has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of “distributing” (within the meaning Notes. Upon consummation of the Securities Act) the Exchange Securities), Ex- change Offer in accordance with such Exchange Securities, from and after their receipt, having no limitations or restrictions on their transfer under the Securities Act and under state securities or “blue sky” laws. In connection with the Exchange Offerthis Agreement, the Issuer shall:shall have no further obligation to register Transfer Restricted Notes pursuant to Section 3 of this Agreement.

Exchange Offer. To the extent not prohibited by any applicable law law, SEC rules, regulations or applicable SEC policyinterpretations thereof by the Staff of the SEC, the Issuer Company shall, for the benefit of the Holders and Holders, at the Issuer’s cost Company's cost, (iA) use its commercially reasonable efforts to prepare and, as soon as practicable but not later than 180 days following the Closing Date, file with the SEC within 90 days after the Closing Time an Exchange Offer Registration Reg- istration Statement on an appropriate form under the Securities 1933 Act covering with respect to a proposed Exchange Offer and the offer by the Issuer issuance and delivery to the Holders to Holders, in exchange all of for the Registrable Securities (other than Private Exchange Securities), if issued) for 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 SEC on or prior to the 180th day after within 270 days of the Closing TimeDate, (iiiC) use its commercially reasonable best efforts to have such keep the Exchange Offer Registration Statement remain effective until the closing of the Exchange Offer and (ivD) commence use its commercially reasonable efforts to cause the Exchange Offer and use its reasonable best efforts to issue Exchange Securities in exchange for all Registrable Securities (other be consummated not later than 315 days following the Private Exchange Securities, if issued) properly tendered prior thereto in Closing Date. If the Company has not consummated the Exchange Offer not later than 225 within 315 days of the Closing Date, then the Company will use commercially reasonable efforts to file a Shelf Registration Statement (as described in Section 2.2 hereof) with the SEC on or prior to the 345th day after the Closing TimeDate. The Exchange Securities will be issued under the Indenture. Upon the effectiveness of the Exchange Offer Registration Statement, the Issuer Company shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Securities (other than Private Exchange Securities, if issued) for Exchange Securities (assuming that such Holder (a) is not an affiliate of the Issuer Company within the meaning of Rule 405 under the Securities Act and 1933 Act, (b) is not a broker-dealer tendering Registrable Securities acquired directly from the Issuer or an affiliate of the Issuer Company for its own account, acquires (c) acquired the Exchange Securities in the ordinary course of such Holder’s 's business and (d) has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of “distributing” (within the meaning of the Securities Act) distributing the Exchange Securities), with ) to transfer such Exchange Securities, Securities from and after their receipt, having no receipt without any limitations or restrictions on their transfer under the Securities 1933 Act and under state securities or “blue sky” sky laws. Exchange Securities will be issued under the Exchange Offer as evidence of the same continuing indebtedness under the Securities. Under no circumstances will the surrender of the Securities and the issue of Exchange Securities constitute new indebtedness or obligate the Company to repay the principal amount of the Securities. In connection with the Exchange Offer, the Issuer Company and Guarantor shall:

Exchange Offer. To The Company and the extent not prohibited by any applicable law or applicable SEC policy, the Issuer Subsidiary Guarantors shall, for the benefit of the Holders and Holders, at the Issuer’s cost Company's and Subsidiary Guarantors' cost, (iA) file with the SEC within 90 days after the Closing Time an Exchange Offer Registration Statement on an appropriate form under the Securities Act covering the offer by the Issuer to the Holders to exchange all of the Registrable Securities (other than Private Exchange Securities, if issued) for a like principal amount of Exchange Securities, (ii) use its reasonable best efforts to cause such Exchange Offer Registration Statement to be declared effective under the Securities Act by with the SEC on or prior to the 180th 120th day after following the Closing TimeDate, which Exchange Offer Registration Statement shall be on an appropriate form under the 1933 Act and shall relate to a proposed Exchange Offer and the issuance and delivery to the Holders who so elect, in exchange for the Transfer Restricted Notes (other than Private Exchange Notes), of a like principal amount of Exchange Notes, (iiiB) use its reasonable their best efforts to have such Registration Statement remain effective until the closing of the Exchange Offer and Registration Statement declared effective by the SEC under the 1933 Act on or prior to the 180th day following the Closing Date, (ivC) commence the Exchange Offer promptly after the Exchange Offer Registration Statement is declared effective, (D) keep the Exchange Offer open for acceptance for not less than 20 business days after notice thereof is mailed to Holders (or longer if required by applicable law) (such period referred to herein as the "EXCHANGE PERIOD") and consummate the Exchange Offer no later than 30 business days following the date on which the Exchange Offer Registration Statement is declared effective by the SEC, (E) use its reasonable their best efforts to issue issue, promptly after the end of the Exchange Securities Period, Exchange Notes in exchange for all Registrable Securities (other than the Private Exchange Securities, if issued) Notes that have been properly tendered prior thereto in for exchange during the Exchange Period and (F) use their best efforts to maintain the effectiveness of the Exchange Offer not later than 225 days after Registration Statement during the Closing TimeExchange Period and thereafter until such time as the Company has issued Exchange Notes in exchange for all Transfer Restricted Notes that have been properly tendered for exchange during the Exchange Period. The Exchange Notes will be issued under the Indenture. Upon the effectiveness of the Exchange Offer Registration Statement, the Issuer Company and the Subsidiary Guarantors shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Securities (other than Private Exchange Securities, if issued) Transfer Restricted Notes for Exchange Securities Notes (assuming that such Holder makes certain representations and warranties to the Company, including representations that (a) it is not an affiliate of the Issuer Company within the meaning of Rule 405 under the Securities Act and 1933 Act, (b) any Exchange Notes to be received by it will be acquired in the ordinary course of its business, (c) if such Holder is not a broker-dealer tendering Registrable Securities acquired directly from dealer, that it is not engaged in, and does not intend to engage in, the Issuer or an affiliate distribution of the Issuer Exchange Notes, (d) if such Holder is a broker-dealer that will receive Exchange Notes for its own accountaccount in exchange for Transfer Restricted Notes acquired as a result of market-making or other trading activities, acquires the Exchange Securities that such broker-dealer will deliver a prospectus in the ordinary course connection with any resale of such Holder’s business Exchange Notes, and (e) it has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of “distributing” (within the meaning distribution of the Securities Act) Transfer Restricted Notes or the Exchange Securities), with Notes) to transfer such Exchange Securities, Notes from and after their receipt, having no receipt without any limitations or restrictions on their transfer under the Securities 1933 Act and under state securities or “blue sky” sky laws. In connection with the Exchange Offer, the Issuer shallCompany and the Subsidiary Guarantors shall additionally:

Exchange Offer. To the extent not prohibited by any applicable law or applicable SEC policy, the Issuer shall, for the benefit of the Holders and at the Issuer’s cost (ia) The Obligors agree to use their best efforts to file with the SEC within 90 days as soon as practicable after the Closing Time Closing, but in no event later than the Filing Date, an offer to exchange (the "EXCHANGE OFFER") any and all of the Notes for a like aggregate principal amount at maturity of debt securities of the Obligors which are identical to the Notes (the "EXCHANGE NOTES") (and which are entitled to the benefits of the Indenture or a trust indenture which is substantially identical to the Indenture (other than such changes to the Indenture or any such identical trust indenture as are necessary to comply with any requirements of the SEC to effect or maintain the qualification thereof under the TIA) and which, in either case, has been qualified under the TIA), except that the Exchange Notes shall have been registered pursuant to an effective Registration Statement under the Securities Act. The Exchange Offer Registration Statement will be registered under the Securities Act on an appropriate form (the "EXCHANGE REGISTRATION STATEMENT") and will comply with all applicable tender offer rules and regulations under the Securities Act covering the offer by the Issuer Exchange Act. The Obligors agree to the Holders to exchange all of the Registrable Securities (other than Private Exchange Securities, if issued) for a like principal amount of Exchange Securities, (ii) use its reasonable their best efforts to (x) cause such the Exchange Offer Registration Statement to be declared become effective under the Securities Act on or before the Effectiveness Date; (y) keep the Exchange Offer open for at least 30 days (or longer if required by applicable law) after the SEC date that notice of the Exchange Offer is mailed to Holders; and (z) consummate the Exchange Offer on or prior to the 180th day after following the Closing TimeIssue Date. Each Holder who participates in the Exchange Offer will be required to represent that any Exchange Notes received by it will be acquired in the ordinary course of its business, (iii) use its reasonable best efforts to have such Registration Statement remain effective until that at the closing time of the consummation of the Exchange Offer and (iv) commence the Exchange Offer and use its reasonable best efforts such Holder will have no arrangement or understanding with any person to issue Exchange Securities in exchange for all Registrable Securities (other than the Private Exchange Securities, if issued) properly tendered prior thereto participate in the Exchange Offer not later than 225 days after the Closing Time. Upon the effectiveness distribution of the Exchange Offer Registration StatementNotes, the Issuer shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Securities (other than Private Exchange Securities, if issued) for Exchange Securities (assuming that such Holder is not an affiliate of the Issuer Obligors within the meaning of Rule 405 promulgated under the Securities Act or if it is such an affiliate, that it will comply with the registration and is not a broker-dealer tendering Registrable Securities acquired directly from the Issuer or an affiliate of the Issuer for its own account, acquires the Exchange Securities in the ordinary course of such Holder’s business and has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of “distributing” (within the meaning prospectus delivery requirements of the Securities Act) , to the extent applicable. Upon consummation of the Exchange SecuritiesOffer in accordance with this Section 2, the provisions of this Agreement shall continue to ap- ply, MUTATIS MUTANDIS, solely with respect to Registrable Notes that are Private Exchange Notes and Exchange Notes held by Participating Broker-Dealers (as defined below), with such and the Obligors shall have no further obligation to register Registrable Notes (other than Private Exchange Securities, from Notes and after their receipt, having no limitations or restrictions on their transfer under the Securities Act and under state securities or “blue sky” laws. In connection with the Exchange Offer, the Issuer shall:Notes held by Participating Broker-Dealers) pursuant to Section 3 of this Agreement.

Exchange Offer. To the extent not prohibited by any applicable law or applicable SEC policy, the Issuer shall, for the benefit Each of the Holders and at the Issuer’s cost (i) Issuers agrees to file with the SEC within 90 days after no later than the Closing Time Filing Date, an Exchange Offer Registration Statement on an appropriate form under the Securities Act covering the offer by the Issuer to the Holders to exchange (the "Exchange Offer") any and all of the Registrable Securities Notes (other than Private Exchange SecuritiesNotes, if issuedany) for a like aggregate principal amount of debt securities of the Company, guaranteed by the Guarantors, which are identical in all material respects to the Notes (the "Exchange SecuritiesNotes") (and which are entitled to the benefits of the Indenture or a trust indenture which is identical in all material respects to the Indenture (other than such changes to the Indenture or any such identical trust indenture as are necessary to comply with any requirements of the SEC to effect or maintain the qualification thereof under the TIA) and which, in either case, has been qualified under the TIA), except that the Exchange Notes shall have been registered pursuant to an effective Registration Statement under the Securities Act and shall contain no restrictive legend thereon. The Exchange Offer shall be registered under the Securities Act on the appropriate form (iithe "Exchange Registration Statement") and shall comply with all applicable tender offer rules and regulations under the Exchange Act. Each of the Issuers agrees to use its reasonable best efforts to (x) cause such the Exchange Offer Registration Statement to be declared effective under the Securities Act on or before the Effectiveness Date; (y) keep the Exchange Offer open for at least 20 Business Days (or longer if required by applicable law) after the SEC date that notice of the Exchange Offer is first mailed to Holders; and (z) consummate the Exchange Offer on or prior to the 180th 60th day following the date on which the Exchange Registration Statement is declared effective. If after such Exchange Registration Statement is initially declared effective by the Closing TimeSEC, (iii) use its reasonable best efforts the Exchange Offer or the issuance of the Exchange Notes thereunder is interfered with by any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court, such Exchange Registration Statement shall be deemed not to have such Registration Statement remain become effective until for purposes of this Agreement. Each Holder who participates in the closing Exchange Offer will be required to represent that any Exchange Notes received by it will be acquired in the ordinary course of its business, that at the time of the consummation of the Exchange Offer and (iv) commence the Exchange Offer and use its reasonable best efforts such Holder will have no arrangement or understanding with any Person to issue Exchange Securities in exchange for all Registrable Securities (other than the Private Exchange Securities, if issued) properly tendered prior thereto participate in the Exchange Offer not later than 225 days after the Closing Time. Upon the effectiveness distribution of the Exchange Offer Registration StatementNotes, the Issuer shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Securities (other than Private Exchange Securities, if issued) for Exchange Securities (assuming that such Holder is not an affiliate of the Issuer within the meaning of Rule 405 under the Securities Act and is not a broker-dealer tendering Registrable Securities acquired directly from the Issuer or an affiliate any of the Issuer for its own account, acquires the Exchange Securities in the ordinary course of such Holder’s business and has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of “distributing” (Issuers within the meaning of the Securities Act) , and any additional representations that in the written opinion of counsel to the Issuers are necessary under then-existing interpretations of the SEC in order for the Exchange Securities), with such Exchange Securities, from and after their receipt, having no limitations or restrictions on their transfer under the Securities Act and under state securities or “blue sky” lawsRegistration Statement to be declared effective. In connection with Upon consummation of the Exchange OfferOffer in accordance with this Section 2, the Issuer shall:provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Registrable Notes that are Private Exchange Notes and Exchange Notes held by Participating Broker-Dealers, and the Issuers shall have no further obligation to register Registrable Notes (other than Private Exchange Notes and other than in respect of any Exchange Notes as to which clause 2(c)(iv) hereof applies) pursuant to Section 3 of this Agreement.

Exchange Offer. To The Co-Issuers and the extent not prohibited by any applicable law or applicable SEC policy, the Issuer Guarantors shall, for the benefit of the Holders and Holders, at the Issuer’s cost Co-Issuers’ and the Guarantors’ cost, (iA) prepare and file with the SEC within 90 no later than 30 days after the Closing Time Date, an Exchange Offer Registration Statement on an appropriate form under the Securities 1933 Act covering with respect to a proposed Exchange Offer and the offer by the Issuer issuance and delivery to the Holders to Holders, in exchange all of for the Registrable Securities (other than Private Exchange Securities), if issued) for 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 not later than 90 days (150 days if the registration statement is subjected to a review by the SEC on or prior to the 180th day staff) after the Closing TimeDate, (iiiC) use its their commercially reasonable best efforts to have such keep the Exchange Offer Registration Statement remain effective until the closing of the Exchange Offer and Offer, (ivD) commence use their commercially reasonable efforts to cause the Exchange Offer and use its reasonable best efforts to issue Exchange Securities in exchange for all Registrable Securities (other than the Private Exchange Securities, if issued) properly tendered prior thereto in the Exchange Offer be consummated not later than 225 120 days (180 days if the registration statement is subjected to a review by the SEC staff) after the Closing Time. Upon Date, and (E) upon the effectiveness of the Exchange Offer Registration Statement, the Issuer shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Securities (other than Private Exchange Securities, if issued) for Exchange Securities (assuming provided that such Holder (a) is not an affiliate of the either Co-Issuer within the meaning of Rule 405 under the Securities Act and 1933 Act, (b) is not a broker-dealer tendering Registrable Securities acquired directly from the Issuer or an affiliate of the Issuer Co-Issuers for its own account, acquires (c) acquired the Exchange Securities in the ordinary course of such Holder’s business and (d) has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of “distributing” (within the meaning of the Securities Act) distributing the Exchange Securities), with ) to transfer such Exchange Securities, Securities from and after their receipt, having no receipt without any limitations or restrictions on their transfer under the Securities 1933 Act and under state securities or “blue sky” sky laws. In connection with the Exchange Offer, the Issuer Co-Issuers and the Guarantors shall:

Exchange Offer. To Except as provided in Section 2.2 and to the extent not prohibited by any applicable law or applicable SEC policyinterpretation of the staff of the SEC, the Issuer Company and the Parent shall, for the benefit of the Holders and Holders, at the Issuer’s cost of the Company and the Parent, (iA) prepare and, as soon as practicable but not later than 135 days following the Closing Date, file with the SEC within 90 days after the Closing Time an Exchange Offer Registration Statement on an appropriate form under the Securities 1933 Act covering with respect to a proposed Exchange Offer and the offer by the Issuer issuance and delivery to the Holders to Holders, in exchange all of for the Registrable Securities (other than Private Exchange Securities), if issued) for 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 the SEC on or prior to the 180th day after within 180 days of the Closing TimeDate, (iiiC) use its their reasonable best efforts to have such keep the Exchange Offer Registration Statement remain effective until the closing of the Exchange Offer and (ivD) commence the Exchange Offer and use its their reasonable best efforts to issue Exchange Securities in exchange for all Registrable Securities (other than the Private Exchange Securities, if issued) properly tendered prior thereto in cause the Exchange Offer to be consummated not later than 225 45 days after the Closing Timeeffective date of the Exchange Offer Registration Statement. The Exchange Securities will be issued under the Indenture. Upon the effectiveness of the Exchange Offer Registration Statement, the Issuer Company and the Parent shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Securities (other than Private Exchange Securities, if issued) for Exchange Securities (assuming that such Holder (a) is not an affiliate of the Issuer Company within the meaning of Rule 405 under the Securities Act and 1933 Act, (b) is not a broker-dealer tendering Registrable Securities acquired directly from the Issuer or an affiliate of the Issuer Company for its own account, acquires (c) acquired the Exchange Securities in the ordinary course of such Holder’s 's business and (d) has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of “distributing” (within the meaning of the Securities Act) distributing the Exchange Securities), with ) to transfer such Exchange Securities, Securities from and after their receipt, having no receipt without any limitations or restrictions on their transfer under the Securities 1933 Act and under state securities or “blue sky” sky laws. In connection with the Exchange Offer, the Issuer Company and the Parent shall:

Exchange Offer. To the extent not prohibited by any applicable law or applicable SEC policy, the Issuer Company shall, for the benefit of the Holders and Holders, at the Issuer’s Company's cost (i) file with the SEC within 90 60 days after the Closing Time an Exchange Offer Registration Statement on an appropriate form under the Securities Act covering the offer by the Issuer Company to the Holders to exchange all of the Registrable Securities (other than Private Exchange Securities, if issued) for a like principal amount of Exchange Securities, (ii) use its reasonable best efforts to cause such Exchange Offer Registration Statement to be declared effective under the Securities Act by the SEC on or prior to not later than the 180th day date which is 120 days after the Closing Time, (iii) use its reasonable best efforts to have such Registration Statement remain effective until the closing of the Exchange Offer and (iv) commence the Exchange Offer and use its reasonable best efforts to issue Exchange Securities in exchange for all Registrable Securities (other than the Private Exchange Securities, if issued) properly tendered prior thereto in the Exchange Offer not later than 225 30 days after the Closing Timedate on which the Exchange Offer Registration Statement was declared effective by the SEC. Upon the effectiveness of the Exchange Offer Registration Statement, the Issuer Company shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Securities (other than Private Exchange Securities, if issued) for Exchange Securities (assuming that such Holder is not an affiliate of the Issuer Company within the meaning of Rule 405 under the Securities Act and is not a broker-dealer tendering Registrable Securities acquired directly from the Issuer or an affiliate of the Issuer Company for its own account, acquires the Exchange Securities in the ordinary course of such Holder’s 's business and has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of “distributing” distributing (within the meaning of the Securities Act) the Exchange Securities), with ) to transfer such Exchange Securities, Securities from and after their receipt, having no receipt without any limitations or restrictions on their transfer under the Securities Act and under state securities or “blue sky” sky laws. In connection with the Exchange Offer, the Issuer Company shall:

Exchange Offer. To (i) The Company and the extent not prohibited by any applicable law or applicable SEC policy, the Issuer Guarantors shall, for the benefit of the Holders and Holders, at the Issuer’s cost Company's cost, unless the Exchange offer would not be permitted by applicable law or SEC policy, (iA) prepare and, as soon as practicable but not later than 180 days following the Closing Date, file with the SEC within 90 days after the Closing Time an Exchange Offer Registration Statement on an appropriate form under the Securities Act covering 1933 Act, with respect to a proposed Exchange Offer and the offer by the Issuer issuance and delivery to the Holders to Holders, in exchange all of for the Registrable Securities (other than Private Exchange Securities), if issued) for of a like principal amount of Exchange Securities, (iiB) use its reasonable their best efforts to cause such the Exchange Offer Registration Statement to be declared effective under the Securities 1933 Act by the SEC on or prior to the 180th day after within 240 days of the Closing TimeDate, (iiiC) use its reasonable their best efforts to have such keep the Exchange Offer Registration Statement remain effective until the closing of the Exchange Offer and (ivD) commence use their best efforts to cause the Exchange Offer and use its reasonable best efforts to issue Exchange Securities in exchange for all Registrable Securities (other than the Private Exchange Securities, if issued) properly tendered prior thereto in the Exchange Offer be consummated not later than 225 270 days after following the Closing TimeDate. The Exchange Securities will be issued under the Indenture. Upon the effectiveness of the Exchange Offer Registration Statement, the Issuer Company and the Guarantors shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder holder eligible and electing to exchange Registrable Securities (other than Private Exchange Securities, if issued) for Exchange Securities (assuming that such Holder (a) is not an affiliate of the Issuer Company within the meaning of Rule 405 under the Securities Act and 1933 Act, (b) is not a broker-dealer tendering Registrable Securities acquired directly from the Issuer Company or an affiliate of the Issuer Guarantors for its own account, acquires (c) acquired the Exchange Securities in the ordinary course of such Holder’s 's business and (d) has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of “distributing” (within the meaning of the Securities Act) distributing the Exchange Securities), with ) to transfer such Exchange Securities, Securities from and after their receipt, having no receipt without any limitations or restrictions on their transfer under the Securities 1933 Act and under state securities or “blue sky” laws. In connection with sky laws other than the Exchange Offer, the Issuer shall:prospectus delivery requirement applicable to a broker-dealer.

Exchange Offer. To The Company shall (A) prepare and, as soon as practicable but not later than 90 calendar days following the extent not prohibited by any applicable law or applicable SEC policyClosing Date, the Issuer shall, for the benefit of the Holders and at the Issuer’s cost (i) file with the SEC within 90 days after the Closing Time an Exchange Offer Registration Statement on an appropriate form under with respect to a proposed Exchange Offer and the Securities Act covering the offer by the Issuer issuance and delivery to the Holders to Holders, in exchange all of for the Registrable Securities (other than Private Exchange SecuritiesNotes of each series, if issued) for a like principal amount of Exchange SecuritiesNotes 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 the SEC on or prior to the 180th day after not later than 150 calendar days following the Closing TimeDate, (iiiC) use its reasonable best efforts to have such keep the Exchange Offer Registration Statement remain effective until the closing of the Exchange Offer and (ivD) commence the Exchange Offer and use its reasonable best efforts to issue Exchange Securities in exchange for all Registrable Securities (other than the Private Exchange Securities, if issued) properly tendered prior thereto in cause the Exchange Offer not later than 225 to be consummated within 270 calendar days after following the Closing TimeDate. The Exchange Notes will be issued under the Indenture. Upon the effectiveness of the Exchange Offer Registration Statement, the Issuer Company shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Securities (other than Private Exchange Securities, if issued) Notes for Exchange Securities Notes (assuming that such Holder (a) is not an affiliate of the Issuer Company within the meaning of Rule 405 under the Securities Act and 1933 Act, (b) is not a broker-dealer tendering Registrable Securities Notes acquired directly from the Issuer or an affiliate of the Issuer Company for its own account, acquires (c) acquired the Exchange Securities Notes in the ordinary course of such Holder’s 's business and (d) has no arrangements or understandings with any Person person to participate in the Exchange Offer for the purpose of “distributing” (within the meaning of the Securities Act) distributing the Exchange Securities), with Notes) to transfer such Exchange Securities, Notes from and after their receipt, having no receipt without any limitations or restrictions on their transfer under the Securities 1933 Act and without material restrictions under state the securities laws of a substantial proportion of the several states of the United States. The Exchange Notes will be issued under the Exchange Offer as evidence of the same continuing indebtedness under the Registrable Notes. Under no circumstances will the surrender of the Registrable Notes and the issue of the Exchange Notes constitute new indebtedness or “blue sky” lawsobligate the Company to repay the principal amount of the Registrable Notes in connection with the Exchange Offer. In connection with the Exchange Offer, the Issuer Company shall:

Exchange Offer. To (a) The Issuer and the extent not prohibited by any applicable law or applicable SEC policy, the Issuer shall, for the benefit of the Holders and at the Issuer’s cost Company shall (i) prepare and, as soon as practicable but not later than 45 days following the Closing Date, file with the SEC within 90 days after the Closing Time an Exchange Offer Registration Statement on an appropriate form under with respect to a proposed Exchange Offer and the Securities Act covering the offer by the Issuer issuance and delivery to the Holders to Holders, in exchange all of for the Registrable Securities (other than Private Exchange Securities, if issued) for a like principal amount of Exchange Securities, which will have terms identical in all material respects to the Notes (except that the Exchange Notes will not contain terms with respect to transfer restrictions or interest rate increases as described herein), (ii) use its reasonable their best efforts to cause such the Exchange Offer Registration Statement to be declared effective under the Securities 1933 Act by the SEC on or prior to the 180th day after within 135 days following the Closing TimeDate, (iii) use its reasonable their best efforts to have such keep the Exchange Offer Registration Statement remain effective until the closing of the Exchange Offer Offer, and (iv) commence use their best efforts to cause the Exchange Offer and use its reasonable best efforts to issue Exchange Securities in exchange for all Registrable Securities (other than the Private Exchange Securities, if issued) properly tendered prior thereto in the Exchange Offer be consummated not later than 225 165 days after following the Closing TimeDate. Upon The Exchange Securities will be issued under the Indenture. Promptly upon the effectiveness of the Exchange Offer Registration Statement, the Issuer shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Securities (other than Private Exchange Securities, if issued) for Exchange Securities (assuming that such Holder (A) is not an affiliate of the Issuer within the meaning of Rule 405 under the Securities Act and 1933 Act, (B) is not a broker-dealer tendering Registrable Securities acquired directly from the Issuer or an affiliate of the Issuer for its own account, acquires (C) acquired the Exchange Securities in the ordinary course of such Holder’s business 's business, and (D) has no arrangements or understandings with any Person person to participate in the Exchange Offer for the purpose of “distributing” (within the meaning of the Securities Act) distributing the Exchange Securities), with ) to transfer such Exchange Securities, Securities from and after their receipt, having no receipt without any limitations or restrictions on their transfer under the Securities 1933 Act and without material restrictions under state the securities or “blue sky” laws. In connection with laws of a substantial proportion of the Exchange Offer, several states of the Issuer shall:United States.

Exchange Offer. To the extent not prohibited by any applicable law or applicable SEC policy, the Issuer The Company shall, for the benefit of the Holders and Holders, at the Issuer’s cost Company's cost, (i) unless the Exchange Offer would not be permitted by applicable law or SEC policy, file with the SEC within 90 60 days after the Closing Time an Exchange Offer Registration Statement on an appropriate form under the Securities Act covering the offer by the Issuer Company to the Holders to exchange all of the Registrable Securities Transfer Restricted Notes (other than Private Exchange Securities, if issuedNotes (as defined below)) for a like principal amount of Exchange SecuritiesNotes, (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 SEC on or prior to the 180th day not later than 150 days after the Closing TimeTime (the "Target Effectiveness Date"), (iii) use its reasonable best efforts to 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 reasonable best efforts to issue issue, on or prior to the 30th Business Day after the date on which the Exchange Securities Offer Registration Statement was declared effective by the SEC (the "Target Consummation Date"), Exchange Notes in exchange for all Registrable Securities (other than the Private Exchange Securities, if issued) properly Notes tendered prior thereto in the Exchange Offer not later than 225 days after the Closing TimeOffer. Upon the effectiveness of the Exchange Offer Registration Statement, the Issuer Company shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Securities (other than Private Exchange Securities, if issued) Transfer Restricted Notes for Exchange Securities Notes (assuming that such Holder is not an affiliate of the Issuer Company within the meaning of Rule 405 under the Securities Act and is not a broker-dealer tendering Registrable Securities Transfer Restricted Notes acquired directly from the Issuer or an affiliate of the Issuer Company for its own account, acquires the Exchange Securities Notes in the ordinary course of such Holder’s 's business and has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of “distributing” distributing (within the meaning of the Securities Act) the Exchange Securities), with Notes) and to transfer such Exchange Securities, Notes from and after their receipt, having no receipt without any limitations or restrictions on their transfer under the Securities Act and under state securities or “blue sky” sky laws. 8 In connection with the Exchange Offer, the Issuer Company shall:

Exchange Offer. To The Company and the extent not prohibited by any applicable law or applicable SEC policy, the Issuer Subsidiary Guarantors shall, for the benefit of the Holders and Holders, at the Issuer’s cost Company's and Subsidiary Guarantors' cost, (iA) file with the SEC within 90 days after the Closing Time an Exchange Offer Registration Statement on an appropriate form under the Securities Act covering the offer by the Issuer to the Holders to exchange all of the Registrable Securities (other than Private Exchange Securities, if issued) for a like principal amount of Exchange Securities, (ii) use its reasonable best efforts to cause such Exchange Offer Registration Statement to be declared effective under the Securities Act by with the SEC on or prior to the 180th 135th day after following the Closing TimeDate, which Exchange Offer Registration Statement shall be on an appropriate form under the 1933 Act and shall relate to a proposed Exchange Offer and the issuance and delivery to the Holders who so elect, in exchange for the Transfer Restricted Notes (other than Private Exchange Notes), of a like principal amount of Exchange Notes, (iiiB) use its reasonable their best efforts to have such Registration Statement remain effective until the closing of the Exchange Offer and Registration Statement declared effective by the SEC under the 1933 Act on or prior to the 180th day following the Closing Date, (ivC) commence the Exchange Offer promptly after the Exchange Offer Registration Statement is declared effective, (D) keep the Exchange Offer open for acceptance for not less than 20 business days after notice thereof is mailed to Holders (or longer if required by applicable law) (such period referred to herein as the "EXCHANGE PERIOD") and consummate the Exchange Offer no later than 30 business days following the date on which the Exchange Offer Registration Statement is declared effective by the SEC, (E) use its reasonable their best efforts to issue issue, promptly after the end of the Exchange Securities Period, Exchange Notes in exchange for all Registrable Securities (other than the Private Exchange Securities, if issued) Notes that have been properly tendered prior thereto in for exchange during the Exchange Period and (F) use their best efforts to maintain the effectiveness of the Exchange Offer not later than 225 days after Registration Statement during the Closing TimeExchange Period and thereafter until such time as the Company has issued Exchange Notes in exchange for all Transfer Restricted Notes that have been properly tendered for exchange during the Exchange Period. The Exchange Notes will be issued under the Existing Indenture, as amended by the Supplemental Indenture, and will be of the same class and series, and have the same CUSIP, as the Company's $225.0 million aggregate principal amount 5-7/8% Senior Notes due 2014 issued under the Existing Indenture (the "EXISTING NOTES"). Upon the effectiveness of the Exchange Offer Registration Statement, the Issuer Company and the Subsidiary Guarantors shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Securities (other than Private Exchange Securities, if issued) Transfer Restricted Notes for Exchange Securities Notes (assuming that such Holder makes certain representations and warranties to the Company, including representations that (a) it is not an affiliate of the Issuer Company within the meaning of Rule 405 under the Securities Act and 1933 Act, (b) any Exchange Notes to be received by it will be acquired in the ordinary course of its business, (c) if such Holder is not a broker-dealer tendering Registrable Securities acquired directly from dealer, that it is not engaged in, and does not intend to engage in, the Issuer or an affiliate distribution of the Issuer Exchange Notes, (d) if such Holder is a broker-dealer that will receive Exchange Notes for its own accountaccount in exchange for Transfer Restricted Notes acquired as a result of market-making or other trading activities, acquires the Exchange Securities that such broker-dealer will deliver a prospectus in the ordinary course connection with any resale of such Holder’s business Exchange Notes, and (e) it has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of “distributing” (within the meaning distribution of the Securities Act) Transfer Restricted Notes or the Exchange Securities), with Notes) to transfer such Exchange Securities, Notes from and after their receipt, having no receipt without any limitations or restrictions on their transfer under the Securities 1933 Act and under state securities or “blue sky” sky laws. In connection with the Exchange Offer, the Issuer shallCompany and the Subsidiary Guarantors shall additionally:

Exchange Offer. To the extent not prohibited by any applicable law or applicable SEC policy, the Issuer The Company shall, for the benefit of the Holders and Holders, at the Issuer’s cost Company's cost, (i) unless the Exchange Offer would not be permitted by applicable law or SEC policy, file with the SEC within 90 days nine months after the Closing Time an Exchange Offer Registration Statement on an appropriate form under the Securities Act covering the offer by the Issuer Company to the Holders to exchange all of the Registrable Securities Transfer Restricted Notes (other than Private Exchange Securities, if issuedNotes (as defined below)) for a like principal amount of Exchange SecuritiesNotes, (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 SEC on or prior to not later than the 180th day date which is 13 months after the Closing TimeTime (the "Target Effectiveness Date"), (iii) use its reasonable best efforts to 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 reasonable best efforts to issue issue, on or prior to the 21st Business Day after the date on which the Exchange Securities Offer Registration Statement was declared effective by the SEC (the "Target Consummation Date"), Exchange Notes in exchange for all Registrable Securities (other than the Private Exchange Securities, if issued) properly Notes tendered prior thereto in the Exchange Offer not later than 225 days after the Closing TimeOffer. Upon the effectiveness of the Exchange Offer Registration Statement, the Issuer Company shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Securities (other than Private Exchange Securities, if issued) Transfer Restricted Notes for Exchange Securities Notes (assuming that such Holder is not an affiliate of the Issuer Company within the meaning of Rule 405 under the Securities Act and is not a broker-dealer tendering Registrable Securities Transfer Restricted Notes acquired directly from the Issuer or an affiliate of the Issuer Company for its own account, acquires the Exchange Securities Notes in the ordinary course of such Holder’s 's business and has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of “distributing” distributing (within the meaning of the Securities Act) the Exchange Securities), with Notes) and to transfer such Exchange Securities, Notes from and after their receipt, having no receipt without any limitations or restrictions on their transfer under the Securities Act and under state securities or “blue sky” sky laws. In connection with the Exchange Offer, the Issuer Company shall:

Exchange Offer. To the extent not prohibited by any applicable law or applicable SEC policyinterpretation of the staff of the SEC, the Issuer Issuers shall, for the benefit of the Holders and Holders, at the Issuer’s cost Issuers' cost, use their best efforts to (i) file cause to be filed with the SEC within 90 60 days after the Closing Time an Exchange Offer Registration Statement on an appropriate form under the Securities Act covering the offer by the Issuer Issuers to the Holders to exchange all of the Registrable Securities (other than Private Exchange Securities, if issued) for a like principal amount of Exchange Securities, (ii) use its reasonable best efforts to cause have such Exchange Offer Registration Statement to be declared effective under the Securities Act by the SEC on or prior to not later than the 180th day date which is 120 days after the Closing Time, (iii) use its reasonable best efforts to have such Registration Statement remain effective until the closing of the Exchange Offer and (iv) commence cause the Exchange Offer and use its reasonable best efforts to issue Exchange Securities in exchange for all Registrable Securities (other than the Private Exchange Securities, if issued) properly tendered prior thereto in the Exchange Offer be consummated not later than 225 150 days after the Closing Time. The Exchange Securities will be issued under the Indenture. Upon the effectiveness of the Exchange Offer Registration Statement, the Issuer Issuers shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer is to enable each Holder eligible and electing to exchange Registrable Securities (other than Private Exchange Securities, if issued) for Exchange Securities (assuming that such Holder is not an affiliate of the Issuer Issuers within the meaning of Rule 405 under the Securities Act and is not a broker-dealer tendering Registrable Securities acquired directly from the Issuer or an affiliate of the Issuer Issuers for its own account, acquires the Exchange Securities in the ordinary course of such Holder’s 's business and has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of “distributing” distributing (within the meaning of the Securities Act) the Exchange Securities), with ) and to transfer such Exchange Securities, Securities from and after their receipt, having no receipt without any limitations or restrictions on their transfer under the Securities Act and under state securities or “blue sky” sky laws. In connection with the Exchange Offer, the Issuer Issuers shall:

Exchange Offer. To (a) The Company agrees (to the extent not prohibited by any applicable law or applicable SEC policy, the Issuer shall, for the benefit interpretations of the Holders and at the Issuer’s cost (iSEC) to file with the SEC within 90 days as soon as practicable after the Closing Time Date, but in no event later than the Filing Date, an Exchange Offer Registration Statement on an appropriate form under the Securities Act covering the offer by the Issuer to the Holders to exchange (the "Exchange Offer") any and all of the Registrable Securities for a like aggregate principal amount of debt securities of the Company which are identical in all material respects to the Notes (the "Exchange Securities") (and which are entitled to the benefits of a trust indenture which is substantially identical in all material respects to the Indenture (other than Private such changes as are necessary to comply with any requirements of the SEC to effect or maintain the qualification of such trust indenture under the TIA) and which has been qualified under the TIA), except that the Exchange Securities, if issued) for a like principal amount of Exchange Securities, (ii) Securities shall have been registered pursuant to an effective Registration Statement under the Securities Act and shall contain no restrictive legend thereon. The Company agrees to use its reasonable best efforts to cause such keep the Exchange Offer Registration Statement open for at least 30 business days (or longer if required by applicable law) after the date notice of the Exchange Offer is mailed to be declared effective under Holders and to consummate the Securities Act by the SEC Exchange Offer on or prior to the 180th day Effectiveness Date. The Exchange Offer will be registered under the Securities Act on the appropriate form (the "Exchange Registration Statement") and will comply with all applicable tender offer rules and regulations under the Exchange Act. If after such Exchange Registration Statement is initially declared effective by the Closing TimeSEC, (iii) use its reasonable best efforts the Exchange Offer or the issuance of the Exchange Securities thereunder is interfered with by any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court such Exchange Registration Statement shall be deemed not to have such Registration Statement remain become effective until for purposes of this Agreement. Each Holder who participates in the closing Exchange Offer will be deemed to represent that any Exchange Securities received by it will be acquired in the ordinary course of its business, that at the time of the consummation of the Exchange Offer and (iv) commence such Holder will have no arrangement with any person to participate in the Exchange Offer and use its reasonable best efforts to issue distribution of the Exchange Securities in exchange for all Registrable Securities (other than the Private Exchange Securities, if issued) properly tendered prior thereto in the Exchange Offer not later than 225 days after the Closing Time. Upon the effectiveness violation of the Exchange Offer Registration Statementprovisions of the Securities Act, the Issuer shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Securities (other than Private Exchange Securities, if issued) for Exchange Securities (assuming that such Holder is not an affiliate of the Issuer within the meaning of Rule 405 under the Securities Act and is not a broker-dealer tendering Registrable Securities acquired directly from the Issuer or an affiliate of the Issuer for its own account, acquires the Exchange Securities in the ordinary course of such Holder’s business and has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of “distributing” (Company within the meaning of the Securities Act) . Upon consummation of the Exchange Securities)Offer in accordance with this Section 2, the provisions of this Agreement shall continue to apply, mutatis, mutandis, solely with such respect to Registrable Securities that are Private Exchange SecuritiesSecurities and Exchange Securities held by Participating Broker-Dealers, from and after their receipt, having the Company shall have no limitations or restrictions on their transfer under the further obligation to register Registrable Securities Act (other than Private Exchange Securities and under state other than Exchange Securities as to which clause 2(c)(v) hereof applies) pursuant to Section 3 of this Agreement. No securities or “blue sky” laws. In connection with other than the Exchange Offer, Securities shall be included in the Issuer shall:Exchange Registration Statement.

Exchange Offer. To the extent not prohibited by any applicable law or applicable SEC policy, the Issuer shall, for the benefit (a) Each of the Holders and at the Issuer’s cost (i) Issuers agrees to file with the SEC within 90 days after no later than the Closing Time Filing Date an Exchange Offer Registration Statement on an appropriate form under the Securities Act covering the offer by the Issuer to the Holders to exchange (the "Exchange Offer") any and all of the Registrable Securities Notes (other than the Private Exchange Notes, if any) for a like aggregate principal amount of debt securities of the Company, guaranteed by the Guarantors, which are identical in all material respects to the Notes (the "Exchange Notes") (and which are entitled to the benefits of the Indenture or a trust indenture which is identical in all material respects to the Indenture (other than such changes to the Indenture or any such identical trust indenture as are necessary to comply with any requirements of the SEC to effect or maintain the qualification thereof under the TIA) and which, in either case, has been qualified under the TIA), except that the Exchange Notes (other than Private Exchange SecuritiesNotes, if issuedany) for a like principal amount of shall have been registered pursuant to an effective Registration Statement under the Securities Act and shall contain no restrictive legend thereon. The Exchange Securities, Offer shall be registered under the Securities Act on the appropriate form (iithe "Exchange Registration Statement") and shall comply with all applicable tender offer rules and regulations under the Exchange Act. The Issuers agree to use its reasonable their best efforts to (x) cause such the Exchange Offer Registration Statement to be declared effective under the Securities Act no later than the 90th day after the Filing Date; (y) keep the Exchange Offer open for at least 30 business days (or longer if required by applicable law) after the SEC date that notice of the Exchange Offer is mailed to the Holders; and (z) consummate the Exchange Offer on or prior to the 180th 120th day following the Filing Date. If after the Closing Time, (iii) use its reasonable best efforts to have such Exchange Registration Statement remain is declared effective until by the closing SEC, the Exchange Offer or the issuance of the Exchange Offer and (iv) commence Notes thereunder is interfered with by any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court, such Exchange Offer and use its reasonable best efforts Registration Statement shall be deemed not to issue Exchange Securities have become effective for purposes of this Agreement until such stop order, injunction or other order or requirement is no longer in exchange for all Registrable Securities (other than the Private Exchange Securities, if issued) properly tendered prior thereto effect. Each Holder who participates in the Exchange Offer not later than 225 days after the Closing Time. Upon the effectiveness of the will be required to represent that any Exchange Offer Registration Statement, the Issuer shall promptly commence the Exchange Offer, Notes received by it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Securities (other than Private Exchange Securities, if issued) for Exchange Securities (assuming that such Holder is not an affiliate of the Issuer within the meaning of Rule 405 under the Securities Act and is not a broker-dealer tendering Registrable Securities will be acquired directly from the Issuer or an affiliate of the Issuer for its own account, acquires the Exchange Securities in the ordinary course of its business, that at the time of the consummation of the Exchange Offer such Holder’s business and has Holder will have no arrangements arrangement or understandings understanding with any Person to participate in the distribution of the Exchange Offer for Notes in violation of the purpose provisions of “distributing” (the Securities Act, and that such Holder in not an "affiliate" of any of the Issuers within the meaning of the Securities Act) . Upon consummation of the Exchange Securities)Offer in accordance with this Section 2, with such the Issuers shall have no further obligation to register Registrable Notes (other than Private Exchange Securities, from Notes and after their receipt, having no limitations or restrictions on their transfer under the Securities Act and under state other than in respect of any Exchange Notes as to which clause 2(c)(v) hereof applies) pursuant to Section 3 hereof. No securities or “blue sky” laws. In connection with other than the Exchange Offer, Notes shall be included in the Issuer shall:Exchange Registration Statement.

Exchange Offer. (a) To the extent not prohibited by any applicable law or applicable SEC policyinterpretation of the staff of the SEC, the Issuer shall, for the benefit of the Holders and Holders, at the Issuer’s cost 's cost, (i) prepare and, as soon as practicable but not later than 120 days after the date of this Agreement, file with the SEC within 90 days after the Closing Time an Exchange Offer Registration Statement on an appropriate form under the Securities 1933 Act covering with respect to a proposed Exchange Offer and the offer by the Issuer issuance and delivery to the Holders to Holders, in exchange all of for the Registrable Securities (other than Securities purchased from the Issuer and continued to be held by any one of the Initial Purchasers and Private Exchange SecuritiesSecurities issued in exchange therefor), if issued) for of a like principal amount of Exchange Securities, (ii) use its reasonable best efforts to cause such the Exchange Offer Registration Statement to be declared effective under the Securities 1933 Act by the SEC on or prior to the 180th day within 180 days after the Closing Timedate of this Agreement, (iii) use its reasonable best efforts to have such keep the Exchange Offer Registration Statement remain effective until the closing of the Exchange Offer and (iv) commence use its best efforts to cause the Exchange Offer and use its reasonable best efforts to issue Exchange Securities in exchange for all Registrable Securities (other than the Private Exchange Securities, if issued) properly tendered prior thereto in the Exchange Offer be consummated not later than 225 215 days after the Closing Timedate of this Agreement. The Exchange Securities will be issued under the Indenture. Upon the effectiveness of the Exchange Offer Registration Statement, the Issuer shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Securities (other than Private Exchange Securities, if issued) for Exchange Securities (assuming that such Holder (i) is not an affiliate of the Issuer within the meaning of Rule 405 under the Securities Act and 1933 Act, (ii) is not a broker-dealer tendering Registrable Securities acquired directly from the Issuer or an affiliate of the Issuer for its own account, acquires (iii) acquired the Exchange Securities in the ordinary course of such Holder’s 's business and (iv) has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of “distributing” (within the meaning of the Securities Act) distributing the Exchange Securities), with ) to transfer such Exchange Securities, Securities from and after their receipt, having no receipt without any limitations or restrictions on their transfer under the Securities 1933 Act and under state securities or “blue sky” sky laws. In connection with the Exchange Offer, the Issuer shall:.

Exchange Offer. To the extent not prohibited by any applicable law or applicable SEC policy, the Issuer The Operating Partnership shall, for the benefit of the Holders and Holders, at the IssuerOperating Partnership’s cost cost, (iA) file with the SEC within use its reasonable best efforts to prepare and, as soon as practicable but not later than 90 days after the Closing Time Date, file with the SEC an Exchange Offer Registration Statement on an appropriate form under the Securities 1933 Act covering with respect to a proposed Exchange Offer and the offer by the Issuer issuance and delivery to the Holders to Holders, in exchange all of for the Registrable Securities (other than Private Exchange Securities), if issued) for 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 SEC on or prior to the 180th day after within 150 days of the Closing TimeDate, (iiiC) use its reasonable best efforts to have such keep the Exchange Offer Registration Statement remain effective until the closing of the Exchange Offer Offer, and (ivD) commence the Exchange Offer and use its reasonable best efforts to issue Exchange Securities in exchange for all Registrable Securities (other than the Private Exchange Securities, if issued) properly tendered prior thereto in cause the Exchange Offer to be consummated not later than 225 180 days after following the Closing TimeDate. The Exchange Securities shall be issued under the Indenture. Upon the effectiveness of the Exchange Offer Registration Statement, the Issuer Operating Partnership shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Securities (other than Private Exchange Securities, if issued) for Exchange Securities (assuming that such Holder (a) is not an affiliate of the Issuer Operating Partnership within the meaning of Rule 405 under the Securities Act and 1933 Act, (b) is not a broker-dealer tendering Registrable Securities acquired directly from the Issuer or an affiliate of the Issuer Operating Partnership for its own account, acquires (c) acquired the Exchange Securities in the ordinary course of such Holder’s business and business, or (d) has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of “distributing” (within the meaning of the Securities Act) distributing the Exchange Securities), with ) to transfer such Exchange Securities, Securities from and after their receipt, having no receipt without any limitations or restrictions on their transfer under the Securities 1933 Act and under state securities or “blue sky” sky laws. In connection with the Exchange Offer, the Issuer Operating Partnership shall:

Exchange Offer. (a) To the extent not prohibited by any applicable law or applicable SEC policyinterpretation of the staff of the SEC, the Issuer Company shall, for the benefit of the Holders and Holders, at the Issuer’s cost Company's cost, (i) prepare and, as soon as practicable but not later than 90 days after the date of this Agreement, file with the SEC within 90 days after the Closing Time an Exchange Offer Registration Statement on an appropriate form under the Securities 1933 Act covering with respect to a proposed Exchange Offer and the offer by the Issuer issuance and delivery to the Holders to Holders, in exchange all of for the Registrable Securities (other than Securities purchased from the Company and continued to be held by any one of the Initial Purchasers and Private Exchange SecuritiesSecurities issued in exchange therefor), if issued) for of a like principal amount of Exchange Securities, (ii) use its reasonable best efforts to cause such the Exchange Offer Registration Statement to be declared effective under the Securities 1933 Act by the SEC on or prior to the 180th day within 150 days after the Closing Timedate of this Agreement, (iii) use its reasonable best efforts to have such keep the Exchange Offer Registration Statement remain effective until the closing of the Exchange Offer and (iv) commence the Exchange Offer and use its reasonable best efforts to issue issue, on or prior to 35 days after the date on which the Exchange Offer Registration Statement was declared effective by the SEC, the Exchange Securities in exchange for all Registrable Securities (other than the Private Exchange Securities, if issued) properly tendered prior thereto in the Exchange Offer not later than 225 days after Offer. The Exchange Securities will be issued under the Closing TimeIndenture. Upon the effectiveness of the Exchange Offer Registration Statement, the Issuer Company shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Securities (other than Private Exchange Securities, if issued) for Exchange Securities (assuming that such Holder (i) is not an affiliate of the Issuer Company within the meaning of Rule 405 under the Securities Act and 1933 Act, (ii) is not a broker-dealer tendering Registrable Securities acquired directly from the Issuer Company or an affiliate of the Issuer Company for its own account, acquires (iii) acquired the Exchange Securities in the ordinary course of such Holder’s 's business and (iv) has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of “distributing” (within the meaning of the Securities Act) distributing the Exchange Securities), with ) and to transfer such Exchange Securities, Securities from and after their receipt, having no receipt without any limitations or restrictions on their transfer under the Securities 1933 Act and under state securities or “blue sky” sky laws. In connection with the Exchange Offer, the Issuer shall:.

Exchange Offer. To If, on the extent Outside Date, all of the Securities are not prohibited by any applicable law or applicable SEC policyFreely Tradable, the Issuer Co-Issuers and the Guarantors shall, for the benefit of the Holders and Holders, at the Issuer’s cost Co-Issuers’ and the Guarantors’ cost, (iA) prepare and file with the SEC within 90 days no later than the 30th day after the Closing Time Outside Date, an Exchange Offer Registration Statement on an appropriate form under with respect to a proposed Exchange Offer and the Securities Act covering the offer by the Issuer issuance and delivery to the Holders to Holders, in exchange all of for the Registrable Securities (other than Private Exchange Securities), if issued) for 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 not later than the SEC on or prior to the 180th 120th day after the Closing TimeOutside Date, (iiiC) use its their commercially reasonable best efforts to have such keep the Exchange Offer Registration Statement remain effective until the closing of the Exchange Offer and Offer, (ivD) commence use their commercially reasonable efforts to cause the Exchange Offer and use its reasonable best efforts to issue Exchange Securities in exchange for all Registrable Securities (other than the Private Exchange Securities, if issued) properly tendered prior thereto in the Exchange Offer be consummated not later than 225 days the 150th day after the Closing Time. Upon Outside Date, and (E) upon the effectiveness of the Exchange Offer Registration Statement, the Issuer shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Securities (other than Private Exchange Securities, if issued) for Exchange Securities (assuming provided that such Holder (a) is not an affiliate of the either Co-Issuer within the meaning of Rule 405 under the Securities Act and 1933 Act, (b) is not a broker-dealer tendering Registrable Securities acquired directly from the Issuer or an affiliate of the Issuer Co-Issuers for its own account, acquires (c) acquired the Exchange Securities in the ordinary course of such Holder’s business and (d) has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of “distributing” (within the meaning of the Securities Act) distributing the Exchange Securities), with ) to transfer such Exchange Securities, Securities from and after their receipt, having no receipt without any limitations or restrictions on their transfer under the Securities 1933 Act and under state securities or “blue sky” sky laws. In connection with If all of the Securities are Freely Tradable as of the Outside Date, then the Co-Issuers and the Guarantors shall not be required to prepare, file or cause to be declared effective the Exchange OfferOffer Registration Statement or consummate the Exchange Offer and shall not be liable to the Initial Purchasers, the Issuer Holders or any other Person for any failure to do so. If an Exchange Offer Registration Statement is filed and declared effective, pursuant to the foregoing paragraph, the Co-Issuers and the Guarantors shall:

Exchange Offer. To the extent not prohibited by any applicable law or applicable SEC policy, the Issuer shall, for the benefit of the Holders and at the Issuer’s cost (i) prepare and file with the SEC within 90 days after the Closing Time an Exchange Offer Registration Statement on an appropriate form under the Securities Act covering the offer by the Issuer to the Holders to exchange all of the Registrable Securities (other than Private Exchange SecuritiesNotes, if issued) for a like principal amount of Exchange Securities, (ii) use its reasonable best efforts to cause such Exchange Offer Registration Statement to be declared effective under the Securities Act by the SEC on or prior to the 180th day after the Closing TimeSEC, (iii) use its reasonable best efforts to have such Registration Statement remain effective until the closing of the Exchange Offer Offer, and (iv) commence the Exchange Offer and use its reasonable best efforts to consummate the Exchange Offer and issue Exchange Securities in exchange for all Registrable Securities (other than the Private Exchange SecuritiesNotes, if issued) properly tendered prior thereto in the Exchange Offer not later than 225 440 days after the Closing TimeTime (or if the 440th day is not a Business Day, the first Business Day thereafter). Upon the effectiveness of the Exchange Offer Registration Statement, the Issuer shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Securities (other than Private Exchange SecuritiesNotes, if issued) for Exchange Securities (assuming that such Holder is not an affiliate of the Issuer within the meaning of Rule 405 under the Securities Act and is not a broker-dealer tendering Registrable Securities acquired directly from the Issuer or an affiliate of the Issuer for its own account, acquires the Exchange Securities in the ordinary course of such Holder’s business and has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of “distributing” (within the meaning of the Securities Act) the Exchange Securities), with such Exchange Securities, from and after their receipt, having no limitations or restrictions on their transfer under the Securities Act and under state securities or “blue sky” laws. In connection with the Exchange Offer, the Issuer shall:

Exchange Offer. To the extent not prohibited by any applicable law or applicable SEC policy, the Issuer shall, for the benefit (a) Each of the Holders and at the Issuer’s cost (i) Issuers agrees to use its best efforts to file with the SEC within 90 days as soon as practicable after the Closing Time Closing, but in no event later than the Filing Date, an offer to exchange (the "Exchange Offer") any and all of the Registrable Notes for a like aggregate 8 principal amount of debt securities of the Company, guaranteed by the Guarantors, which are identical to the Notes (the "Exchange Notes") (and which are entitled to the benefits of the Indenture or a trust indenture which is substantially identical to the Indenture (other than such changes to the Indenture or any such identical trust indenture as are necessary to comply with any requirements of the SEC to effect or maintain the qualification thereof under the TIA) and which, in either case, has been qualified under the TIA), except that the Exchange Notes shall have been registered pursuant to an effective Registration Statement under the Securities Act. The Exchange Offer Registration Statement on an appropriate form will be registered under the Securities Act covering on the appropriate form (the "Exchange Registration Statement") and will comply with all applicable tender offer by rules and regulations under the Issuer to the Holders to exchange all Exchange Act. Each of the Registrable Securities (other than Private Exchange Securities, if issued) for a like principal amount of Exchange Securities, (ii) Issuers agrees to use its reasonable best efforts to (x) cause such the Exchange Offer Registration Statement to be declared become effective under the Securities Act on or before the Effectiveness Date; (y) keep the Exchange Offer open for at least 30 days (or longer if required by applicable law) after the SEC date that notice of the Exchange Offer is mailed to Holders; and (z) consummate the Exchange Offer on or prior to the 180th 60th day after following the Closing Time, (iii) use its reasonable best efforts to have such date on which the Exchange Registration Statement remain effective until is declared effective. Each Holder who participates in the closing Exchange Offer will be required to represent that any Exchange Notes received by it will be acquired in the ordinary course of its business, that at the time of the consummation of the Exchange Offer and (iv) commence the Exchange Offer and use its reasonable best efforts such Holder will have no arrangement or understanding with any person to issue Exchange Securities in exchange for all Registrable Securities (other than the Private Exchange Securities, if issued) properly tendered prior thereto participate in the Exchange Offer not later than 225 days after the Closing Time. Upon the effectiveness distribution of the Exchange Offer Registration StatementNotes, the Issuer shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Securities (other than Private Exchange Securities, if issued) for Exchange Securities (assuming that such Holder is not an affiliate of any of the Issuer Issuers within the meaning of Rule 405 promulgated under the Securities Act or if it is such an affiliate, that it will comply with the registration and is not a broker-dealer tendering Registrable Securities acquired directly from the Issuer or an affiliate of the Issuer for its own account, acquires the Exchange Securities in the ordinary course of such Holder’s business and has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of “distributing” (within the meaning prospectus delivery requirements of the Securities Act) , to the extent applicable. Upon consummation of the Exchange SecuritiesOffer in accordance with this Section 2, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Registrable Notes that are Private Exchange Notes and Exchange Notes held by Participating Broker-Dealers (as defined below), with such and the Issuers shall have no further obligation to register Registrable Notes (other than Private Exchange Securities, from and after their receipt, having no limitations or restrictions on their transfer under the Securities Act and under state securities or “blue sky” laws. In connection with the Exchange Offer, the Issuer shall:Notes) pursuant to Section 3 of this Agreement.

Exchange Offer. To The Company and the extent not prohibited by any applicable law or applicable SEC policy, the Issuer Subsidiary Guarantors shall, for the benefit of the Holders and Holders, at the IssuerCompany’s cost and Subsidiary Guarantors’ cost, (iA) file with the SEC within 90 days after the Closing Time an Exchange Offer Registration Statement on an appropriate form under the Securities Act covering the offer by the Issuer to the Holders to exchange all of the Registrable Securities (other than Private Exchange Securities, if issued) for a like principal amount of Exchange Securities, (ii) use its reasonable best efforts to cause such Exchange Offer Registration Statement to be declared effective under the Securities Act by with the SEC on or prior to the 180th 75th day after following the Closing TimeDate, which Exchange Offer Registration Statement shall be on an appropriate form under the 1933 Act and shall relate to a proposed Exchange Offer and the issuance and delivery to the Holders who so elect, in exchange for the Transfer Restricted Notes (other than Private Exchange Notes), of a like principal amount of Exchange Notes, (iiiB) use its reasonable their best efforts to have such Registration Statement remain effective until the closing of the Exchange Offer and Registration Statement declared effective by the SEC under the 1933 Act on or prior to the 120th day following the Closing Date, (ivC) commence the Exchange Offer promptly after the Exchange Offer Registration Statement is declared effective, (D) keep the Exchange Offer open for acceptance for not less than 20 business days after notice thereof is mailed to Holders (or longer if required by applicable law) (such period referred to herein as the “Exchange Period”) and consummate the Exchange Offer no later than 30 business days following the date on which the Exchange Offer Registration Statement is declared effective by the SEC, (E) use its reasonable their best efforts to issue issue, promptly after the end of the Exchange Securities Period, Exchange Notes in exchange for all Registrable Securities (other than the Private Exchange Securities, if issued) Notes that have been properly tendered prior thereto in for exchange during the Exchange Period and (F) use their best efforts to maintain the effectiveness of the Exchange Offer not later than 225 days after Registration Statement during the Closing TimeExchange Period and thereafter until such time as the Company has issued Exchange Notes in exchange for all Transfer Restricted Notes that have been properly tendered for exchange during the Exchange Period. The Exchange Notes will be issued under the Indenture. Upon the effectiveness of the Exchange Offer Registration Statement, the Issuer Company and the Subsidiary Guarantors shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Securities (other than Private Exchange Securities, if issued) Transfer Restricted Notes for Exchange Securities Notes (assuming that such Holder makes certain representations and warranties to the Company, including representations that (a) it is not an affiliate of the Issuer Company within the meaning of Rule 405 under the Securities Act and 1933 Act, (b) any Exchange Notes to be received by it will be acquired in the ordinary course of its business, (c) if such Holder is not a broker-dealer tendering Registrable Securities acquired directly from dealer, that it is not engaged in, and does not intend to engage in, the Issuer or an affiliate distribution of the Issuer Exchange Notes, (d) if such Holder is a broker-dealer that will receive Exchange Notes for its own accountaccount in exchange for Transfer Restricted Notes acquired as a result of market-making or other trading activities, acquires the Exchange Securities that such broker-dealer will deliver a prospectus in the ordinary course connection with any resale of such Holder’s business Exchange Notes, and (e) it has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of “distributing” (within the meaning distribution of the Securities Act) Transfer Restricted Notes or the Exchange Securities), with Notes) to transfer such Exchange Securities, Notes from and after their receipt, having no receipt without any limitations or restrictions on their transfer under the Securities 1933 Act and under state securities or “blue sky” sky laws. In connection with the Exchange Offer, the Issuer shallCompany and the Subsidiary Guarantors shall additionally:

Exchange Offer. To the extent not prohibited by any applicable law or applicable SEC policypolicy of the SEC, the Issuer Issuers shall, for the benefit of the Holders and Holders, at the Issuer’s cost Issuers' cost, (i) file cause to be filed with the SEC within 90 120 days after the Closing Time Issue Date an Exchange Offer Registration Statement on an appropriate form under the Securities Act covering the offer by the Issuer Issuers to the Holders to exchange all of the Registrable Transfer Restricted Securities (other than Private Exchange Securities, if issued) for a like principal amount of Exchange Securities, (ii) use its their commercially reasonable best efforts to cause have such Exchange Offer Registration Statement to be declared effective under the Securities Act by the SEC on or prior to not later than the 180th day date which is 180 days after the Closing TimeIssue Date, (iii) use its their commercially reasonable best efforts to have such Registration Statement remain effective until the closing of the Exchange Offer and (iv) use their commercially reasonable best efforts to commence the Exchange Offer and use its reasonable best efforts and, on or prior to 210 days after the Issue Date, issue Exchange Securities in exchange for all Registrable Securities (other than the Private Exchange Securities, if issued) properly tendered prior thereto in the Exchange Offer not later than 225 days after the Closing TimeOffer. Upon the effectiveness of the Exchange Offer Registration Statement, the Issuer Issuers shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Transfer Restricted Securities (other than Private Exchange Securities, if issued) for Exchange Securities (assuming that such Holder is not an affiliate of the Issuer Issuers within the meaning of Rule 405 under the Securities Act and is not a broker-dealer tendering Registrable Transfer Restricted Securities acquired directly from the Issuer or an affiliate of the Issuer Issuers for its own account, acquires the Exchange Securities in the ordinary course of such Holder’s 's business and has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of “distributing” distributing (within the meaning of the Securities Act) the Exchange Securities), with ) and to transfer such Exchange Securities, Securities from and after their receipt, having no receipt without any limitations or restrictions on their transfer under the Securities Act and under state securities or “blue sky” sky laws. In connection with the Exchange Offer, the Issuer Issuers shall:

Exchange Offer. To (a) The Company and the extent not prohibited by any applicable law or applicable SEC policy, the Issuer shall, for the benefit of the Holders and at the Issuer’s cost (i) Guarantors shall file with the SEC within 90 days after no later than the Closing Time Filing Date an Exchange Offer Registration Statement on an appropriate form under the Securities Act covering the offer by the Issuer to the Holders to exchange (the "EXCHANGE OFFER") any and all of the Registrable Securities (other than Private Exchange Securities, if issued) for a like principal amount of Exchange Securities, (ii) use its reasonable best efforts to cause such Exchange Offer Registration Statement to be declared effective under the Securities Act by the SEC on or prior to the 180th day after the Closing Time, (iii) use its reasonable best efforts to have such Registration Statement remain effective until the closing of the Exchange Offer and (iv) commence the Exchange Offer and use its reasonable best efforts to issue Exchange Securities in exchange for all Registrable Securities (other than the Private Exchange Securities, if issuedany) properly tendered prior thereto for a like aggregate principal amount of debt securities of the Company that are identical in all material respects to the Securities (the "EXCHANGE SECURITIES") (and that are entitled to the benefits of the Indenture or a trust indenture that is identical in all material respects to the Indenture (other than such changes to the Indenture or any such identical trust indenture as are necessary to comply with any requirements of the SEC to effect or maintain the qualification thereof under the TIA) and that, in either case, has been qualified under the TIA), except that the Exchange Offer not later than 225 days after the Closing Time. Upon the effectiveness of the Exchange Offer Registration Statement, the Issuer shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Securities (other than Private Exchange Securities, if issuedany) shall have been registered pursuant to an effective Registration Statement under the Securities Act and shall contain no restrictive legend thereon. The Exchange Offer shall be registered under the Securities Act on the appropriate form (the "EXCHANGE REGISTRATION STATEMENT") and shall comply with all applicable tender offer rules and regulations under the Exchange Act. The Company and the Guarantors agree to use their respective reasonable best efforts to (x) cause the Exchange Registration Statement to be declared effective under the Securities Act on or before the Effectiveness Date; (y) keep the Exchange Offer open for at least 20 business days (or longer if required by applicable law) after the date that notice of the Exchange Offer is mailed to Holders; and (z) consummate the Exchange Offer on or prior to the 190th day following the Issue Date. If after such Exchange Registration Statement is declared effective by the SEC, the Exchange Offer or the issuance of the Exchange Securities (assuming thereunder is interfered with by any stop order, injunction or other order or re- quirement of the SEC or any other governmental agency or court, such Exchange Registration Statement shall be deemed not to have become effective for purposes of this Agreement. Each Holder who participates in the Exchange Offer will be required to represent in writing that any Exchange Securities received by it will be acquired in the ordinary course of its business, that at the time of the consummation of the Exchange Offer such Holder will have no arrangement or understanding with any Person to participate in the distribution of the Exchange Securities in violation of the provisions of the Securities Act and that such Holder is not an affiliate of the Issuer Company or the Guarantors within the meaning of Rule 405 under the Securities Act and is not a broker-dealer tendering acting on behalf of any persons or entities who could not truthfully make the foregoing representations. Upon consummation of the Exchange Offer in accordance with this Section 2, the provisions of this Agreement shall continue to apply, MUTATIS MUTANDIS, solely with respect to Registrable Securities acquired directly from that are Private Exchange Securities and Exchange Securities held by Participating Broker-Dealers, and the Issuer or an affiliate Company shall have no further obligation to register Registrable Securities (other than Private Exchange Securities and other than in respect of the Issuer for its own account, acquires any Exchange Securities as to which clause 2(c)(v) hereof applies) pursuant to Section 3 hereof. No securities other than the Exchange Securities in the ordinary course of such Holder’s business and has no arrangements or understandings with any Person to participate shall be included in the Exchange Offer for the purpose of “distributing” (within the meaning of the Securities Act) the Exchange Securities), with such Exchange Securities, from and after their receipt, having no limitations or restrictions on their transfer under the Securities Act and under state securities or “blue sky” laws. In connection with the Exchange Offer, the Issuer shall:Registration Statement.

Exchange Offer. To the extent not prohibited by any applicable law or applicable SEC policy, the Issuer The Company shall, for the benefit of the Holders and Holders, at the Issuer’s cost Company's cost, (iA) use its reasonable best efforts to file with the SEC within 90 days after the Closing Time an Exchange Offer Registration Statement within 120 days of the Closing Date on an appropriate form under the Securities 1933 Act covering with respect to a proposed Exchange Offer and the offer by the Issuer issuance and delivery to the Holders to Holders, in exchange all of for the Registrable Securities (other than Private Exchange Securities), if issued) for 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 SEC on or prior to the 180th day after within 180 days of the Closing TimeDate, (iiiC) use its reasonable best efforts to have such keep the Exchange Offer Registration Statement remain effective until the closing of the Exchange Offer and Offer, (ivD) commence the Exchange Offer and use its reasonable best efforts to issue Exchange Securities in exchange for all Registrable Securities (other than the Private Exchange Securities, if issued) properly tendered prior thereto in cause the Exchange Offer to be consummated not later than 225 210 days after following the Closing TimeDate and (E) for a period of 90 days following the consummation of the Exchange Offer, to make available a prospectus meeting the requirements of the 1933 Act to any such participating broker-dealer for use in connection with any resale of any exchange notes acquired in the exchange offer. If the Company has not consummated the Exchange Offer within 210 days of the Closing Date, then the Company will file as promptly as practicable a Shelf Registration Statement (as described in Section 2.2 hereof). The Exchange Securities will be issued under the Indenture. Upon the effectiveness of the Exchange Offer Registration Statement, the Issuer Company shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Securities (other than Private Exchange Securities, if issued) for Exchange Securities (assuming that such Holder (a) is not an affiliate of the Issuer within the meaning of "affiliate" (as such term is defined in Rule 405 under the Securities Act and 0000 Xxx) of the Company (b) is not a broker-dealer tendering Registrable Securities acquired directly from the Issuer or an affiliate of the Issuer Company for its own account, acquires (c) acquired the Exchange Securities in the ordinary course of such Holder’s 's business and (d) has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of “distributing” (within the meaning of the Securities Act) distributing the Exchange Securities), with ) to transfer such Exchange Securities, Securities from and after their receipt, having no receipt without any limitations or restrictions on their transfer under the Securities 1933 Act and or under state securities or “blue sky” sky laws. Exchange Securities will be issued under the Exchange Offer as evidence of the same continuing indebtedness under the Securities. Under no circumstances will the surrender of the Securities and the issue of Exchange Securities constitute new indebtedness or obligate the Company to repay the principal amount of the Securities. In connection with the Exchange Offer, the Issuer Company shall:

Exchange Offer. To the extent not prohibited by any applicable law or applicable SEC policypolicy of the SEC, the Issuer Issuers shall, for the benefit of the Holders and Holders, at the Issuer’s cost Issuers' cost, (i) file cause to be filed with the SEC within 90 60 days after the Closing Time Issue Date an Exchange Offer Registration Statement on an appropriate form under the Securities Act covering the offer by the Issuer Issuers to the Holders to exchange all of the Registrable Transfer Restricted Securities (other than Private Exchange Securities, if issued) for a like principal amount of Exchange Securities, (ii) use its reasonable their best efforts to cause have such Exchange Offer Registration Statement to be declared effective under the Securities Act by the SEC on or prior to not later than the 180th day date which is 180 days after the Closing TimeIssue Date, (iii) use its reasonable their best efforts to have such Registration Statement remain effective until the closing of the Exchange Offer and (iv) use their best efforts to commence the Exchange Offer and use its reasonable best efforts and, on or prior to 210 days after the Issue Date, issue Exchange Securities in exchange for all Registrable Securities (other than the Private Exchange Securities, if issued) properly tendered prior thereto in the Exchange Offer not later than 225 days after the Closing TimeOffer. Upon the effectiveness of the Exchange Offer Registration Statement, the Issuer Issuers shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Transfer Restricted Securities (other than Private Exchange Securities, if issued) for Exchange Securities (assuming that such Holder is not an affiliate of the Issuer Issuers within the meaning of Rule 405 under the Securities Act and is not a broker-dealer tendering Registrable Transfer Restricted Securities acquired directly from the Issuer or an affiliate of the Issuer Issuers for its own account, acquires the Exchange Securities in the ordinary course of such Holder’s 's business and has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of “distributing” distributing (within the meaning of the Securities Act) the Exchange Securities), with ) and to transfer such Exchange Securities, Securities from and after their receipt, having no receipt without any limitations or restrictions on their transfer under the Securities Act and under state securities or “blue sky” sky laws. In connection with the Exchange Offer, the Issuer Issuers shall:

Exchange Offer. To the extent not prohibited by any applicable law or applicable SEC policy, the Issuer The Company shall, for the benefit of the Holders and Holders, at the Issuer’s cost Company's cost, (i) unless the Exchange Offer would not be permitted by applicable law or SEC policy, file with the SEC within 90 30 days after the Closing Time an Exchange Offer Registration Statement on an appropriate form under the Securities Act covering the offer by the Issuer Company to the Holders to exchange all of the Registrable Securities Transfer Restricted Notes (other than Private Exchange Securities, if issuedNotes (as defined below)) for a like principal amount of Exchange SecuritiesNotes, (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 SEC on or prior to the 180th day not later than 120 days after the Closing TimeTime (the "TARGET EFFECTIVENESS DATE"), (iii) use its reasonable best efforts to 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 reasonable best efforts to issue issue, on or prior to the 150th day after the Closing Time (the "TARGET CONSUMMATION Date"), Exchange Securities Notes in exchange for all Registrable Securities (other than the Private Exchange Securities, if issued) properly Notes tendered prior thereto in the Exchange Offer not later than 225 days after the Closing TimeOffer. Upon the effectiveness of the Exchange Offer Registration Statement, the Issuer 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 Securities (other than Private Exchange Securities, if issued) Transfer Restricted Notes for Exchange Securities Notes (assuming that such Holder is not an affiliate of the Issuer Company within the meaning of Rule 405 under the Securities Act and is not a broker-dealer tendering Registrable Securities Transfer Restricted Notes acquired directly from the Issuer or an affiliate of the Issuer Company for its own account, acquires the Exchange Securities Notes in the ordinary course of such Holder’s 's business and has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of “distributing” distributing (within the meaning of the Securities Act) the Exchange Securities), with Notes) and to transfer such Exchange Securities, Notes from and after their receipt, having no receipt without any limitations or restrictions on their transfer under the Securities Act and under state securities or “blue sky” sky laws. In connection with the Exchange Offer, the Issuer Company shall:

Exchange Offer. To the extent not prohibited by any applicable law or applicable SEC policy, the Issuer The Company shall, for the benefit of the Holders and Holders, at the Issuer’s cost Company's cost, (i) unless the Exchange Offer would not be permitted by applicable law or SEC policy, file with the SEC within 90 45 days after the Closing Time an Exchange Offer Registration Statement on an appropriate form under the Securities Act covering the offer by the Issuer Company to the Holders to exchange all of the Registrable Securities Transfer Restricted Notes (other than Private Exchange Securities, if issuedNotes (as defined below)) for a like principal amount of Exchange SecuritiesNotes, (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 SEC on or prior to the 180th day not later than 90 days after the Closing TimeTime (the "Target Effectiveness Date"), (iii) use its reasonable best efforts to 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 reasonable best efforts to issue issue, on or prior to the 30th Business Day after the date on which the Exchange Securities Offer Registration Statement was declared effective by the SEC (the "Target Consummation Date"), Exchange Notes in exchange for all Registrable Securities (other than the Private Exchange Securities, if issued) properly Notes tendered prior thereto in the Exchange Offer not later than 225 days after the Closing TimeOffer. Upon the effectiveness of the Exchange Offer Registration Statement, the Issuer Company shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Securities (other than Private Exchange Securities, if issued) Transfer Restricted Notes for Exchange Securities Notes (assuming that such Holder is not an affiliate of the Issuer Company within the meaning of Rule 405 under the Securities Act and is not a broker-dealer tendering Registrable Securities Transfer Restricted Notes acquired directly from the Issuer or an affiliate of the Issuer Company for its own account, acquires the Exchange Securities Notes in the ordinary course of such Holder’s 's business and has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of “distributing” distributing (within the meaning of the Securities Act) the Exchange Securities), with Notes) and to transfer such Exchange Securities, Notes from and after their receipt, having no receipt without any limitations or restrictions on their transfer under the Securities Act and under state securities or “blue sky” sky laws. In connection with the Exchange Offer, the Issuer Company shall:

Exchange Offer. To the extent not prohibited by any applicable law or applicable SEC policy, the Issuer The Operating Partnership shall, for the benefit of the Holders and Holders, at the Issuer’s cost Operating Partnership's cost, (iA) file with the SEC within use its reasonable best efforts to prepare and, as soon as practicable but not later than 90 days after the Closing Time Date, file with the SEC an Exchange Offer Registration Statement on an appropriate form under the Securities 1933 Act covering with respect to a proposed Exchange Offer and the offer by the Issuer issuance and delivery to the Holders to Holders, in exchange all of for the Registrable Securities (other than Private Exchange Securities), if issued) for 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 SEC on or prior to the 180th day after within 135 days of the Closing TimeDate, (iiiC) use its reasonable best efforts to have such keep the Exchange Offer Registration Statement remain effective until the closing of the Exchange Offer Offer, and (ivD) commence the Exchange Offer and use its reasonable best efforts to issue Exchange Securities in exchange for all Registrable Securities (other than the Private Exchange Securities, if issued) properly tendered prior thereto in cause the Exchange Offer to be consummated not later than 225 180 days after following the Closing TimeDate. The Exchange Securities will be issued under the Indenture. Upon the effectiveness of the Exchange Offer Registration Statement, the Issuer Operating Partnership shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Securities (other than Private Exchange Securities, if issued) for Exchange Securities (assuming that such Holder (a) is not an affiliate of the Issuer Operating Partnership within the meaning of Rule 405 under the Securities Act and 1933 Act, (b) is not a broker-dealer tendering Registrable Securities acquired directly from the Issuer or an affiliate of the Issuer Operating Partnership for its own account, acquires (c) acquired the Exchange Securities in the ordinary course of such Holder’s business 's business, and (d) has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of “distributing” (within the meaning of the Securities Act) distributing the Exchange Securities), with ) to transfer such Exchange Securities, Securities from and after their receipt, having no receipt without any limitations or restrictions on their transfer under the Securities 1933 Act and under state securities or “blue sky” sky laws. In connection with the Exchange Offer, the Issuer Operating Partnership shall:

Exchange Offer. To the extent not prohibited by any applicable law or applicable SEC policy, the Issuer The Operating Partnership shall, for the benefit of the Holders and Holders, at the Issuer’s cost Operating Partnership's cost, (iA) file with the SEC within use its reasonable best efforts to prepare and, as soon as practicable but not later than 90 days after the Closing Time Date, file with the SEC an Exchange Offer Registration Statement on an appropriate form under the Securities 1933 Act covering with respect to a proposed Exchange Offer and the offer by the Issuer issuance and delivery to the Holders to Holders, in exchange all of for the Registrable Securities (other than Private Exchange Securities), if issued) for 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 SEC on or prior to the 180th day after within 135 days of the Closing TimeDate, (iiiC) use its reasonable best efforts to have such keep the Exchange Offer Registration Statement remain effective until the closing of the Exchange Offer Offer, and (ivD) commence the Exchange Offer and use its reasonable best efforts to issue Exchange Securities in exchange for all Registrable Securities (other than the Private Exchange Securities, if issued) properly tendered prior thereto in cause the Exchange Offer to be consummated not later than 225 180 days after following the Closing TimeDate. The Exchange Securities will be issued under the Indenture. Upon the effectiveness of the Exchange Offer Registration Statement, the Issuer Operating Partnership shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Securities (other than Private Exchange Securities, if issued) for Exchange Securities (assuming that such Holder (a) is not an affiliate of the Issuer Operating Partnership within the meaning of Rule 405 under the Securities Act and 1933 Act, (b) is not a broker-dealer tendering Registrable Securities acquired directly from the Issuer or an affiliate of the Issuer Operating Partnership for its own account, acquires (c) acquired the Exchange Securities in the ordinary course of such Holder’s business and 's business, or (d) has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of “distributing” (within the meaning of the Securities Act) distributing the Exchange Securities), with ) to transfer such Exchange Securities, Securities from and after their receipt, having no receipt without any limitations or restrictions on their transfer under the Securities 1933 Act and under state securities or “blue sky” sky laws. In connection with the Exchange Offer, the Issuer Operating Partnership shall:

Exchange Offer. To The Company and the extent not prohibited by any applicable law or applicable SEC policy, the Issuer Subsidiary Guarantors shall, -------------- for the benefit of the Holders and Holders, at the Issuer’s cost Company's and Subsidiary Guarantors' cost, (iA) file with the SEC within 90 days after the Closing Time an Exchange Offer Registration Statement on an appropriate form under the Securities Act covering the offer by the Issuer to the Holders to exchange all of the Registrable Securities (other than Private Exchange Securities, if issued) for a like principal amount of Exchange Securities, (ii) use its reasonable best efforts to cause such Exchange Offer Registration Statement to be declared effective under the Securities Act by with the SEC on or prior to the 180th 75th day after following the Closing TimeDate, which Exchange Offer Registration Statement shall be on an appropriate form under the 1933 Act and shall relate to a proposed Exchange Offer and the issuance and delivery to the Holders who so elect, in exchange for the Transfer Restricted Notes (other than Private Exchange Notes), of a like principal amount of Exchange Notes, (iiiB) use its reasonable their best efforts to have such Registration Statement remain effective until the closing of the Exchange Offer and Registration Statement declared effective by the SEC under the 1933 Act on or prior to the 120th day following the Closing Date, (ivC) commence the Exchange Offer promptly after the Exchange Offer Registration Statement is declared effective, (D) keep the Exchange Offer open for acceptance for not less than 20 business days after notice thereof is mailed to Holders (or longer if required by applicable law) (such period referred to herein as the "Exchange Period") and consummate the Exchange Offer no later than 30 business days following the date on which the Exchange Offer Registration Statement is declared effective by the SEC, (E) use its reasonable their best efforts to issue issue, promptly after the end of the Exchange Securities Period, Exchange Notes in exchange for all Registrable Securities (other than the Private Exchange Securities, if issued) Notes that have been properly tendered prior thereto in for exchange during the Exchange Period and (F) use their best efforts to maintain the effectiveness of the Exchange Offer not later than 225 days after Registration Statement during the Closing TimeExchange Period and thereafter until such time as the Company has issued Exchange Notes in exchange for all Transfer Restricted Notes that have been properly tendered for exchange during the Exchange Period. The Exchange Notes will be issued under the Indenture. Upon the effectiveness of the Exchange Offer Registration Statement, the Issuer Company and the Subsidiary Guarantors shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Securities (other than Private Exchange Securities, if issued) Transfer Restricted Notes for Exchange Securities Notes (assuming that such Holder makes certain representations and warranties to the Company, including representations that (a) it is not an affiliate of the Issuer Company within the meaning of Rule 405 under the Securities Act and 1933 Act, (b) any Exchange Notes to be received by it will be acquired in the ordinary course of its business, (c) if such Holder is not a broker-dealer tendering Registrable Securities acquired directly from dealer, that it is not engaged in, and does not intend to engage in, the Issuer or an affiliate distribution of the Issuer Exchange Notes, (d) if such Holder is a broker-dealer that will receive Exchange Notes for its own accountaccount in exchange for Transfer Restricted Notes acquired as a result of market-making or other trading activities, acquires the Exchange Securities that such broker-dealer will deliver a prospectus in the ordinary course connection with any resale of such Holder’s business Exchange Notes, and (e) it has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of “distributing” (within the meaning distribution of the Securities Act) Transfer Restricted Notes or the Exchange Securities), with Notes) to transfer such Exchange Securities, Notes from and after their receipt, having no receipt without any limitations or restrictions on their transfer under the Securities 1933 Act and under state securities or “blue sky” sky laws. In connection with the Exchange Offer, the Issuer shall:Company and the Subsidiary Guarantors shall additionally: (a) utilize the services of the Depositary for the Exchange Offer;

Exchange Offer. To the extent not prohibited by any applicable law or applicable SEC policy, the Issuer The Company shall, for the benefit of the Holders and Holders, at the Issuer’s cost Company's cost, (i) unless the Exchange Offer would not be permitted by applicable law or SEC policy, file with the SEC within 90 60 days after the Closing Time an Exchange Offer Registration Statement on an appropriate form under the Securities Act covering the offer by the Issuer Company to the Holders to exchange all of the Registrable Securities Transfer Restricted Notes (other than Private Exchange Securities, if issuedNotes (as defined below)) for a like principal amount at maturity of Exchange SecuritiesNotes, (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 SEC on or prior to the 180th day not later than 150 days after the Closing TimeTime (the "Target Effectiveness Date"), (iii) use its reasonable best efforts to 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 reasonable best efforts to issue issue, on or prior to the 30th Business Day after the date on which the Exchange Securities Offer Registration Statement was declared effective by the SEC, Exchange Notes in exchange for all Registrable Securities (other than the Private Exchange Securities, if issued) properly Notes tendered prior thereto in the Exchange Offer not later than 225 days after the Closing TimeOffer. Upon the effectiveness of the Exchange Offer Registration Statement, the Issuer Company shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Securities (other than Private Exchange Securities, if issued) Transfer Restricted Notes for Exchange Securities Notes (assuming that such Holder is not an affiliate of the Issuer Company within the meaning of Rule 405 under the Securities Act and is not a broker-dealer tendering Registrable Securities Transfer Restricted Notes acquired directly from the Issuer or an affiliate of the Issuer Company for its own account, acquires the Exchange Securities Notes in the ordinary course of such Holder’s 's business and has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of “distributing” distributing (within the meaning of the Securities Act) the Exchange Securities), with Notes) and to transfer such Exchange Securities, Notes from and after their receipt, having no receipt without any limitations or restrictions on their transfer under the Securities Act and under state securities or “blue sky” sky laws. In connection with the Exchange Offer, the Issuer Company shall:

Exchange Offer. (i) To the extent not prohibited by any applicable law or applicable SEC policypolicy of the SEC, the Issuer Issuers shall, for the benefit of the Holders and Holders, at the Issuer’s cost Issuers' cost, (iA) use their reasonable best efforts to prepare and, as soon as practicable but not later than 90 days after the Issue Date, file with the SEC within 90 days after the Closing Time an Exchange Offer Registration Statement on an appropriate form under the Securities Act covering the offer by the Issuer Issuers to the Holders to exchange all of the Registrable Securities (other than Private Exchange Securities, if issued) for a like principal amount of Exchange Securities, (iiB) use its their reasonable best efforts to cause such Exchange Offer Registration Statement to be declared effective under the Securities Act by the SEC on or prior not later than the date which is 180 days after the Issue Date, (C) use their reasonable best efforts to (x) to include in the Exchange Registration Statement a prospectus for use in any resales by any Holder of Exchange Securities that is a broker-dealer and (y) to keep such Registration Statement effective for a period beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Closing Time, Exchange Offer has been completed or such time as such broker-dealers no longer own any Transfer Restricted Securities and (iiiD) use its reasonable their best efforts to have such Registration Statement remain effective until the closing of the Exchange Offer and (iv) commence the Exchange Offer and use its reasonable best efforts and, on or prior to 220 days after the Issue Date, issue Exchange Securities in exchange for all Registrable Securities (other than the Private Exchange Securities, if issued) properly tendered prior thereto in the Exchange Offer not later than 225 days after the Closing TimeOffer. Upon the effectiveness of the Exchange Offer Registration Statement, the Issuer Issuers shall promptly promptly, but no later than 5 days after such registration statement has become effective, commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Securities (other than Private Exchange Securities, if issued) for Exchange Securities (assuming that such Holder is not an affiliate of the Issuer Issuers within the meaning of Rule 405 under the Securities Act or, if it is an affiliate, that it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable, and is not a broker-dealer tendering Registrable Transfer Restricted Securities acquired directly from the Issuer or an affiliate of the Issuer Issuers for its own account, acquires acquired the Exchange Securities in the ordinary course of such Holder’s 's business and has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of “distributing” distributing (within the meaning of the Securities Act) the Exchange Securities), with ) and to transfer such Exchange Securities, Securities from and after their receipt, having no receipt without any limitations or restrictions on their transfer under the Securities Act and under state securities or “blue sky” sky laws. In connection with the Exchange Offer, the Issuer shall:.

Exchange Offer. To the extent not prohibited by any applicable law or applicable SEC policy, the Issuer The Company shall, for the benefit of the Holders and -------------- Holders, at the Issuer’s cost Company's cost, (i) unless the Exchange Offer would not be permitted by applicable law or SEC policy, file with the SEC within 90 60 days after the Closing Time Date an Exchange Offer Registration Statement on an appropriate form under the Securities Act covering the offer by the Issuer Company to the Holders to exchange all of the Registrable Securities Transfer Restricted Notes (other than Private Exchange Securities, if issuedNotes (as defined below)) for a like principal amount of Exchange SecuritiesNotes, (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 SEC on or prior to not later than the 180th day date which is 120 days after the Closing TimeDate (the "Target Effectiveness -------------------- Date"), (iii) use its reasonable best efforts to 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 reasonable best efforts to issue issue, on or prior to the date which is 30 days after the date on which the Exchange Securities Offer Registration Statement was declared effective by the SEC (the "Target Consummation Date"), Exchange Notes in exchange for all Registrable Securities (other than the Private Exchange Securities, if issued) properly ------------------------ Notes tendered prior thereto in the Exchange Offer not later than 225 days after the Closing TimeOffer. Upon the effectiveness of the Exchange Offer Registration Statement, the Issuer Company shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Securities (other than Private Exchange Securities, if issued) Transfer Restricted Notes for Exchange Securities Notes (assuming that such Holder is not an affiliate of the Issuer Company within the meaning of Rule 405 under the Securities Act and is not a broker-dealer tendering Registrable Securities Transfer Restricted Notes acquired directly from the Issuer or an affiliate of the Issuer Company for its own account, acquires the Exchange Securities Notes in the ordinary course of such Holder’s 's business and has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of “distributing” distributing (within the meaning of the Securities Act) the Exchange Securities), with Notes) and to transfer such Exchange Securities, Notes from and after their receipt, having no receipt without any limitations or restrictions on their transfer under the Securities Act and under state securities or “blue sky” sky laws. In connection with the Exchange Offer, the Issuer Company shall:

Exchange Offer. To the extent not prohibited by any applicable law or applicable SEC policylaw, the Issuer Company and the Guarantors shall, for the benefit of the Holders and Holders, at the Issuer’s cost Company's cost, (iA) prepare and, as soon as practicable but not later than 120 days following the Closing Date, file with the SEC within 90 days after the Closing Time an Exchange Offer Registration Statement on an appropriate form under the Securities 1933 Act covering with respect to a proposed Exchange Offer and the offer by the Issuer issuance and delivery to the Holders to Holders, in exchange all of for the Registrable Securities (other than Private Exchange Securities), if issued) for 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 the SEC on or prior to the 180th day after within 210 days following the Closing TimeDate, (iiiC) use its their reasonable best efforts to have such keep the Exchange Offer Registration Statement remain effective until the closing of the Exchange Offer and (ivD) commence the Exchange Offer and use its their reasonable best efforts to issue Exchange Securities in exchange for all Registrable Securities (other than the Private Exchange Securities, if issued) properly tendered prior thereto in cause the Exchange Offer to be consummated not later than 225 240 days after following the Closing TimeDate. The Exchange Securities will be issued under the applicable Indenture. Upon the effectiveness of the Exchange Offer Registration Statement, the Issuer Company and the Guarantors shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Securities (other than Private Exchange Securities, if issued) for Exchange Securities (assuming that such Holder (a) is not an affiliate of the Issuer Company or any of the Guarantors within the meaning of Rule 405 under the Securities Act and 1933 Act, (b) is not a broker-dealer tendering Registrable Securities acquired directly from the Issuer Company or an affiliate any of the Issuer Guarantors for its own account, acquires (c) acquired or will acquire the Exchange Securities in the ordinary course of such Holder’s 's business and (d) has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of “distributing” (within the meaning of the Securities Act) distributing the Exchange Securities), with ) to transfer such Exchange Securities, Securities from and after their receipt, having no receipt without any limitations or restrictions on their transfer under the Securities 1933 Act and under state securities or “blue sky” lawssky laws in the United States. In connection with the Exchange Offer, the Issuer Company and the Guarantors shall:

Exchange Offer. To the extent not prohibited by any applicable law or applicable SEC policy, the Issuer Company and the Bank shall, for the benefit of the Holders and Holders, at the Issuer’s Company's cost (i) use their best efforts to file with the SEC within 90 150 days after the Closing Time Issue Date an Exchange Offer Registration Statement on an appropriate form or forms under the Securities Act covering the offer by the Issuer Company to the Holders to exchange all of the Registrable Securities (other than Private Exchange Securities, if issued) for a like principal amount number of Exchange Securities, (ii) use its reasonable their best efforts to cause such Exchange Offer Registration Statement to be declared effective under the Securities Act by the SEC on or prior to the 180th day within 180 days after the Closing TimeIssue Date, (iii) use its reasonable their best efforts to have such Registration Statement remain effective until for no fewer than 30 days (or longer if required by applicable law) after the closing date notice of the Exchange Offer has been mailed to the Holders and (iv) commence the Exchange Offer and use its reasonable best efforts to issue Exchange Securities in exchange for all Registrable Securities (other than the Private Exchange Securities, if issued) properly tendered prior thereto in the Exchange Offer not later than 225 45 days after the Closing Timedate on which the Exchange Offer Registration Statement was declared effective by the SEC. Upon the effectiveness of the Exchange Offer Registration Statement, the Issuer Company and the Bank shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Securities (other than Private Exchange Securities, if issued) for Exchange Securities (assuming that such Holder is not an affiliate of the Issuer Company within the meaning of Rule 405 under the Securities Act and is not a broker-dealer tendering Registrable Securities acquired directly from the Issuer or an affiliate of the Issuer Company for its own accountaccount as a result of market making activities or other trading activities, acquires the Exchange Securities in the ordinary course of such Holder’s 's business and has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of “distributing” distributing (within the meaning of the Securities Act) the Exchange Securities), with ) to transfer such Exchange Securities, Securities from and after their receipt, having no receipt without any limitations or restrictions on their transfer under the Securities Act and without material restrictions under state securities or “blue sky” sky laws. In connection with the Exchange Offer, the Issuer Company and the Bank shall:

Exchange Offer. To the extent not prohibited by any applicable law or applicable SEC policy, the Issuer The Operating Partnership shall, for the benefit of the Holders and Holders, at the IssuerOperating Partnership’s cost cost, (iA) use its reasonable best efforts to prepare and, as soon as practicable but not later than 180 days after the Closing Date, file with the SEC within 90 days after the Closing Time an Exchange Offer Registration Statement on an appropriate form under the Securities 1933 Act covering with respect to a proposed Exchange Offer and the offer by the Issuer issuance and delivery to the Holders to Holders, in exchange all of for the Registrable Securities (other than Private Exchange Securities), if issued) for 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 SEC on or prior to the 180th day after within 210 days of the Closing TimeDate, (iiiC) use its reasonable best efforts to have such keep the Exchange Offer Registration Statement remain effective until the closing of the Exchange Offer Offer, and (ivD) commence the Exchange Offer and use its reasonable best efforts to issue Exchange Securities in exchange for all Registrable Securities (other than the Private Exchange Securities, if issued) properly tendered prior thereto in cause the Exchange Offer to be completed not later than 225 240 days after following the Closing TimeDate. The Exchange Securities shall be issued under the Indenture. Upon the effectiveness of the Exchange Offer Registration Statement, the Issuer Operating Partnership shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Securities (other than Private Exchange Securities, if issued) for Exchange Securities (assuming that such Holder (a) is not an affiliate of the Issuer Operating Partnership within the meaning of Rule 405 under the Securities Act and 1933 Act, (b) is not a broker-dealer tendering Registrable Securities acquired directly from the Issuer or an affiliate of the Issuer Operating Partnership for its own account, acquires (c) acquired the Exchange Securities in the ordinary course of such Holder’s business and business, or (d) has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of “distributing” (within the meaning of the Securities Act) distributing the Exchange Securities), with ) to transfer such Exchange Securities, Securities from and after their receipt, having no receipt without any limitations or restrictions on their transfer under the Securities 1933 Act and under state securities or “blue sky” sky laws. In connection with the Exchange Offer, the Issuer Operating Partnership shall:

Exchange Offer. To the extent not prohibited by any applicable law or applicable SEC policy, the Issuer shall, for the benefit of the Holders and at the Issuer’s cost (ia) The Issuers agree to use their best efforts to file with the SEC within 90 days as soon as practicable after the Closing Time Closing, but in no event later than the Filing Date, an offer to exchange (the "EXCHANGE OFFER") any and all of the Notes for a like aggregate principal amount at maturity of debt securities of the Obligors which are identical to the Notes (the "EXCHANGE NOTES") (and which are entitled to the benefits of the Indenture or a trust indenture which is substantially identical to the Indenture (other than such changes to the Indenture or any such identical trust indenture as are necessary to comply with any requirements of the SEC to effect or maintain the qualification thereof under the TIA) and which, in either case, has been qualified under the TIA), except that the Exchange Notes shall have been registered pursuant to an effective Registration Statement under the Securities Act. The Exchange Offer Registration Statement will be registered under the Securities Act on an appropriate form (the "EXCHANGE REGISTRATION STATEMENT") and will comply with all applicable tender offer rules and regulations under the Securities Act covering the offer by the Issuer Exchange Act. The Issuers agree to the Holders to exchange all of the Registrable Securities (other than Private Exchange Securities, if issued) for a like principal amount of Exchange Securities, (ii) use its reasonable their best efforts to (x) cause such the Exchange Offer Registration Statement to be declared become effective under the Securities Act on or before the Effectiveness Date; (y) keep the Exchange Offer open for at least 30 days (or longer if required by applicable law) after the SEC date that notice of the Exchange Offer is mailed to Holders; and (z) consummate the Exchange Offer on or prior to the 180th day after following the Closing TimeIssue Date. Each Holder who participates in the Exchange Offer will be required to represent that any Exchange Notes received by it will be acquired in the ordinary course of its business, (iii) use its reasonable best efforts to have such Registration Statement remain effective until that at the closing time of the consummation of the Exchange Offer and (iv) commence the Exchange Offer and use its reasonable best efforts such Holder will have no arrangement or understanding with any person to issue Exchange Securities in exchange for all Registrable Securities (other than the Private Exchange Securities, if issued) properly tendered prior thereto participate in the Exchange Offer not later than 225 days after the Closing Time. Upon the effectiveness distribution of the Exchange Offer Registration StatementNotes, the Issuer shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Securities (other than Private Exchange Securities, if issued) for Exchange Securities (assuming that such Holder is not an affiliate of the Issuer Obligors within the meaning of Rule 405 promulgated under the Securities Act or if it is such an affiliate, that it will comply with the registration and is not a broker-dealer tendering Registrable Securities acquired directly from the Issuer or an affiliate of the Issuer for its own account, acquires the Exchange Securities in the ordinary course of such Holder’s business and has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of “distributing” (within the meaning prospectus delivery requirements of the Securities Act) , to the extent applicable. Upon consummation of the Exchange SecuritiesOffer in accordance with this Section 2, the provisions of this Agreement shall continue to apply, MUTATIS MUTANDIS, solely with respect to Registrable Notes that are Private Exchange Notes and Exchange Notes held by Participating Broker-Dealers (as defined below), with such and the Issuers shall have no further obligation to register Registrable Notes (other than Private Exchange Securities, from Notes and after their receipt, having no limitations or restrictions on their transfer under the Securities Act and under state securities or “blue sky” laws. In connection with the Exchange Offer, the Issuer shall:Notes held by Participating Broker-Dealers) pursuant to Section 3 of this Agreement.

Exchange Offer. To the extent not prohibited by any applicable law or applicable SEC policy, the Issuer shall, for the benefit (a) Each of the Holders and at the Issuer’s cost (i) Issuers agrees to file with the SEC within 90 days after Commission no later than the Closing Time Filing Date, an Exchange Offer Registration Statement on an appropriate form under the Securities Act covering the offer by the Issuer to the Holders to exchange (the "Exchange Offer") any and all of the Registrable Securities Notes (other than Private Exchange SecuritiesNotes, if issuedany) for a like aggregate principal amount of debt securities of the Notes Issuers which are identical in all material respects to the Notes (the "Exchange SecuritiesNotes") (and which are entitled to the benefits of the Indenture or a trust indenture which is identical in all material respects to the Indenture (other than such changes to the Indenture or any such identical trust indenture as are necessary to comply with any requirements of the Commission to effect or maintain the qualification thereof under the TIA) and which, in either case, has been qualified under the TIA and which shall also be entitled to the benefits of the Guarantees of the Guarantors), except that the Exchange Notes shall have been registered pursuant to an effective Registration Statement under the Securities Act and shall contain no restrictive legend thereon. The Exchange Offer shall be registered under the Securities Act on the appropriate form (iithe "Exchange Registration Statement") and shall comply with all applicable tender offer rules and regulations under the Exchange Act. Each of the Issuers agrees to use its reasonable best efforts to (x) cause such the Exchange Offer Registration Statement to be declared effective under the Securities Act on or before the Effectiveness Date; (y) keep the Exchange Offer open for at least 30 days (or longer if required by applicable law) after the SEC date that notice of the Exchange Offer is first mailed to Holders; and (z) consummate the Exchange Offer on or prior to the 180th 35th day following the date on which the Exchange Registration Statement is declared effective. If after such Exchange Registration Statement is initially declared effective by the Closing TimeCommission, (iii) use its reasonable best efforts the Exchange Offer or the issuance of the Exchange Notes thereunder is interfered with by any stop order, injunction or other order or requirement of the Commission or any other governmental agency or court, such Exchange Registration Statement shall be deemed not to have such Registration Statement remain become effective until for purposes of this Agreement. Each Holder who participates in the closing Exchange Offer will be required to represent that any Exchange Notes received by it will be acquired in the ordinary course of its business, that at the time of the consummation of the Exchange Offer and (iv) commence the Exchange Offer and use its reasonable best efforts such Holder will have no arrangement or understanding with any Person to issue Exchange Securities in exchange for all Registrable Securities (other than the Private Exchange Securities, if issued) properly tendered prior thereto participate in the Exchange Offer not later than 225 days after the Closing Time. Upon the effectiveness distribution of the Exchange Offer Registration StatementNotes, the Issuer shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Securities (other than Private Exchange Securities, if issued) for Exchange Securities (assuming that such Holder is not an affiliate of the any Issuer within the meaning of Rule 405 under the Securities Act and is not a broker-dealer tendering Registrable Securities acquired directly from the Issuer or an affiliate of the Issuer for its own account, acquires the Exchange Securities in the ordinary course of such Holder’s business and has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of “distributing” (within the meaning of the Securities Act) , and any additional representations that in the written opinion of counsel to the Issuers are necessary under then-existing interpretations of the Commission in order for the Exchange Securities), with such Exchange Securities, from and after their receipt, having no limitations or restrictions on their transfer under the Securities Act and under state securities or “blue sky” lawsRegistration Statement to be declared effective. In connection with Upon consummation of the Exchange OfferOffer in accordance with this Section 2, the Issuer shall:provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Registrable Notes that are Private Exchange Notes and Exchange Notes held by Participating Broker-Dealers, and the Issuers shall have no further obligation to register Registrable Notes (other than Private Exchange Notes and other than in respect of any Exchange Notes as to which clause 2(c)(iv) hereof applies) pursuant to Section 3 of this Agreement.

Exchange Offer. To the extent not prohibited by any applicable law or applicable SEC policy, the Issuer The Operating Partnership shall, for the benefit of the Holders and Holders, at the Issuer’s cost Operating Partnership's cost, (iA) file with the SEC within use its reasonable best efforts to prepare and, as soon as practicable but not later than 90 days after the Closing Time Date, file with the SEC an Exchange Offer Registration Statement on an appropriate form under the Securities 1933 Act covering with respect to a proposed Exchange Offer and the offer by the Issuer issuance and delivery to the Holders to Holders, in exchange all of for the Registrable Securities (other than Private Exchange Securities), if issued) for 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 SEC on or prior to the 180th day after within 135 days of the Closing TimeDate, (iiiC) use its reasonable best efforts to have such keep the Exchange Offer Registration Statement remain effective until the closing of the Exchange Offer Offer, and (ivD) commence the Exchange Offer and use its reasonable best efforts to issue Exchange Securities in exchange for all Registrable Securities (other than the Private Exchange Securities, if issued) properly tendered prior thereto in cause the Exchange Offer to be consummated not later than 225 180 days after following the Closing TimeDate. The Exchange Securities shall be issued under the Indenture. Upon the effectiveness of the Exchange Offer Registration Statement, the Issuer Operating Partnership shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Securities (other than Private Exchange Securities, if issued) for Exchange Securities (assuming that such Holder (a) is not an affiliate of the Issuer Operating Partnership within the meaning of Rule 405 under the Securities Act and 1933 Act, (b) is not a broker-dealer tendering Registrable Securities acquired directly from the Issuer or an affiliate of the Issuer Operating Partnership for its own account, acquires (c) acquired the Exchange Securities in the ordinary course of such Holder’s business and 's business, or (d) has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of “distributing” (within the meaning of the Securities Act) distributing the Exchange Securities), with ) to transfer such Exchange Securities, Securities from and after their receipt, having no receipt without any limitations or restrictions on their transfer under the Securities 1933 Act and under state securities or “blue sky” Blue Sky laws. In connection with the Exchange Offer, the Issuer Operating Partnership shall:

Exchange Offer. To the extent not prohibited by any applicable law or applicable SEC policy, the Issuer shall, for the benefit (a) Each of the Holders and at the Issuer’s cost (i) Issuers agrees to file with the SEC within 90 days after Commission no later than the Closing Time Filing Date, an Exchange Offer Registration Statement on an appropriate form under the Securities Act covering the offer by the Issuer to the Holders to exchange (the "Exchange Offer") any and all of the Registrable Securities Notes (other than Private Exchange SecuritiesNotes, if issuedany) for a like aggregate principal amount of debt securities of the Notes Issuers which are identical in all material respects to the Notes (the "Exchange SecuritiesNotes") (and which are entitled to the benefits of the Indenture or a trust indenture which is identical in all material respects to the Indenture (other than such changes to the Indenture or any such identical trust indenture as are necessary to comply with any requirements of the Commission to effect or maintain the qualification thereof under the TIA) and which, in either case, has been qualified under the TIA and which shall also be entitled to the benefits of the Guarantees of the Guarantors), except that the Exchange Notes shall have been registered pursuant to an effective Registration Statement under the Securities Act and shall contain no restrictive legend thereon. The Exchange Offer shall be registered under the Securities Act on the appropriate form (iithe "Exchange Registration Statement") and shall comply with all applicable tender offer rules and regulations under the Exchange Act. Each of the Issuers agrees to use its reasonable best efforts to (x) cause such the Exchange Offer Registration Statement to be declared effective under the Securities Act on or before the Effectiveness Date; (y) keep the Exchange Offer open for at least 30 days (or longer if required by applicable law) after the SEC date that notice of the Exchange Offer is first mailed to Holders; and (z) consummate the Exchange Offer on or prior to the 180th 60th day following the date on which the Exchange Registration Statement is declared effective. If after such Exchange Registration Statement is initially declared effective by the Closing TimeCommission, (iii) use its reasonable best efforts the Exchange Offer or the issuance of the Exchange Notes thereunder is interfered with by any stop order, injunction or other order or requirement of the Commission or any other governmental agency or court, such Exchange Registration Statement shall be deemed not to have such Registration Statement remain become effective until for purposes of this Agreement. Each Holder who participates in the closing Exchange Offer will be required to represent that any Exchange Notes received by it will be acquired in the ordinary course of its business, that at the time of the consummation of the Exchange Offer and (iv) commence the Exchange Offer and use its reasonable best efforts such Holder will have no arrangement or understanding with any Person to issue Exchange Securities in exchange for all Registrable Securities (other than the Private Exchange Securities, if issued) properly tendered prior thereto participate in the Exchange Offer not later than 225 days after the Closing Time. Upon the effectiveness distribution of the Exchange Offer Registration StatementNotes, the Issuer shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Securities (other than Private Exchange Securities, if issued) for Exchange Securities (assuming that such Holder is not an affiliate of the any Issuer within the meaning of Rule 405 under the Securities Act and is not a broker-dealer tendering Registrable Securities acquired directly from the Issuer or an affiliate of the Issuer for its own account, acquires the Exchange Securities in the ordinary course of such Holder’s business and has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of “distributing” (within the meaning of the Securities Act) , and any additional representations that in the written opinion of counsel to the Issuers are necessary under then-existing interpretations of the Commission in order for the Exchange Securities), with such Exchange Securities, from and after their receipt, having no limitations or restrictions on their transfer under the Securities Act and under state securities or “blue sky” lawsRegistration Statement to be declared effective. In connection with Upon consummation of the Exchange OfferOffer in accordance with this Section 2, the Issuer shall:provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Registrable Notes that are Private Exchange Notes and Exchange Notes held by Participating Broker-Dealers, and the Issuers shall have no further obligation to register Registrable Notes (other than Private Exchange Notes and other than in respect of any Exchange Notes as to which clause 2(c)(iv) hereof applies) pursuant to Section 3 of this Agreement.

Exchange Offer. To The Co-Issuers and the extent not prohibited by any applicable law or applicable SEC policy, the Issuer Guarantors shall, for the benefit of the Holders and Holders, at the Issuer’s cost Co-Issuers’ and the Guarantors’ cost, (iA) prepare and file with the SEC within 90 no later than 45 days after the Closing Time Date, an Exchange Offer Registration Statement on an appropriate form under the Securities 1933 Act covering with respect to a proposed Exchange Offer and the offer by the Issuer issuance and delivery to the Holders to Holders, in exchange all of for the Registrable Securities (other than Private Exchange Securities), if issued) for 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 not later than 90 days (150 days if the registration statement is subjected to a review by the SEC on or prior to the 180th day staff) after the Closing TimeDate, (iiiC) use its their commercially reasonable best efforts to have such keep the Exchange Offer Registration Statement remain effective until the closing of the Exchange Offer and Offer, (ivD) commence use their commercially reasonable efforts to cause the Exchange Offer and use its reasonable best efforts to issue Exchange Securities in exchange for all Registrable Securities (other than the Private Exchange Securities, if issued) properly tendered prior thereto in the Exchange Offer be consummated not later than 225 120 days (180 days if the registration statement is subjected to a review by the SEC staff) after the Closing Time. Upon Date, and (E) upon the effectiveness of the Exchange Offer Registration Statement, the Issuer shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Securities (other than Private Exchange Securities, if issued) for Exchange Securities (assuming provided that such Holder (a) is not an affiliate of the either Co-Issuer within the meaning of Rule 405 under the Securities Act and 1933 Act, (b) is not a broker-dealer tendering Registrable Securities acquired directly from the Issuer or an affiliate of the Issuer Co-Issuers for its own account, acquires (c) acquired the Exchange Securities in the ordinary course of such Holder’s business and (d) has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of “distributing” (within the meaning of the Securities Act) distributing the Exchange Securities), with ) to transfer such Exchange Securities, Securities from and after their receipt, having no receipt without any limitations or restrictions on their transfer under the Securities 1933 Act and under state securities or “blue sky” sky laws. In connection with the Exchange Offer, the Issuer Co-Issuers and the Guarantors shall:

Exchange Offer. To the extent not prohibited by any applicable law or applicable SEC policy, the Issuer shall, for the benefit of the Holders and at the Issuer’s cost (ia) The Issuers agree to file with the SEC within 90 days after Commission, no later than the Closing Time an Exchange Offer Filing Date, a Registration Statement on with respect to an appropriate form under the Securities Act covering the offer by the Issuer to the Holders to exchange (the "Exchange Offer") any and all of the Registrable Securities Notes (other than Private Exchange SecuritiesNotes, if issuedany) for a like aggregate principal amount of debt securities of the Company which are identical in all material respects to the Notes (the "Exchange SecuritiesNotes") (and which are entitled to the benefits of the Indenture or a trust indenture which is identical in all material respects to the Indenture (including, without limitation, the guarantee provisions thereof) (iiother than such changes to the Indenture or any such identical trust indenture as are necessary to comply with any requirements of the Commission to effect or maintain the qualification thereof under the TIA) and which, in either case, has been qualified under the TIA), except that the Exchange Notes shall have been registered pursuant to an effective Registration Statement under the Securities Act and shall contain no restrictive legend thereon. The Exchange Offer shall be registered under the Securities Act on the appropriate form (the "Exchange Registration Statement") and shall comply with all applicable tender offer rules and regulations under the Exchange Act. Each of the Issuers agrees to use its reasonable best efforts to (x) cause such the Exchange Offer Registration Statement to be declared effective under the Securities Act on or before the Effectiveness Date; (y) keep the Exchange Offer open for at least 20 Business Days (or longer if required by applicable law) after the SEC date that notice of the Exchange Offer is first mailed to the Holders; and (z) consummate the Exchange Offer on or prior to the 180th 30th day following the date on which the Exchange Registration Statement is declared effective. If after such Exchange Registration Statement is initially declared effective by the Closing TimeCommission, (iii) use its reasonable best efforts the Exchange Offer or the issuance of the Exchange Notes thereunder is interfered with by any stop order, injunction or other order or requirement of the Commission or any other governmental agency or court, such Exchange Registration Statement shall be deemed not to have such Registration Statement remain effective become effective, for purposes of this Agreement, during the period of interference, until the closing Exchange Offer and issuance resume. Each Holder who participates in the Exchange Offer will be required to represent that any Exchange Notes received by it will be acquired in the ordinary course of its business, that at the time of the consummation of the Exchange Offer and (iv) commence the Exchange Offer and use its reasonable best efforts such Holder will have no arrangement or understanding with any Person to issue Exchange Securities in exchange for all Registrable Securities (other than the Private Exchange Securities, if issued) properly tendered prior thereto participate in the Exchange Offer not later than 225 days after the Closing Time. Upon the effectiveness distribution of the Exchange Offer Registration StatementNotes, the Issuer shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Securities (other than Private Exchange Securities, if issued) for Exchange Securities (assuming that such Holder is not an affiliate of the any Issuer within the meaning of Rule 405 under the Securities Act and is not a broker-dealer tendering Registrable Securities acquired directly from the Issuer or an affiliate of the Issuer for its own account, acquires the Exchange Securities in the ordinary course of such Holder’s business and has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of “distributing” (within the meaning of the Securities Act) , and any additional representations that in the opinion of counsel to the Issuers are necessary under then existing interpretations of the Commission in order for the Exchange Securities), with such Exchange Securities, from and after their receipt, having no limitations or restrictions on their transfer under the Securities Act and under state securities or “blue sky” lawsRegistration Statement to be declared effective. In connection with Upon consummation of the Exchange OfferOffer in accordance with this Section 2, the Issuer shall:provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Registrable Notes that are Private Exchange Notes and Exchange Notes held by Participating Broker-Dealers, if any, and the Issuers shall have no fur- ther obligation to register Registrable Notes (other than Private Exchange Notes and other than in respect of any Exchange Notes as to which clause 2(c)(iv) hereof applies) pursuant to Section 3 of this Agreement.