Common use of Registered Exchange Offer Clause in Contracts

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by applicable law or SEC policy, the Issuer and the Guarantors shall (i) cause the Exchange Offer Registration Statement to be filed with the SEC not later than 240 days after the Closing Date (such 240th day being the “Exchange Offer Filing Deadline”), (ii) use all commercially reasonable efforts to cause such Exchange Offer Registration Statement to be declared effective by the SEC not later than 330 days after the Closing Date (such 330th day being the “Exchange Offer Effectiveness Deadline”), and (iii) commence the Exchange Offer promptly following the declaration of effectiveness of such Exchange Offer Registration Statement and use all commercially reasonable efforts to Consummate the Exchange Offer on or prior to the date 30 Business Days (or longer if there is a change in the federal securities laws that requires an issuer exchange offer for its debt securities to remain open for more than 30 Business Days) after the Exchange Offer Registration Statement is declared effective (such date being the “Consummation Deadline”). The Exchange Offer shall be on the appropriate form permitting (x) registration of the Series B Notes to be offered in exchange for the Series A Notes that are Transfer Restricted Securities and (y) resales of Series B Notes by Broker-Dealers that tendered into the Exchange Offer Series A Notes that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Series A Notes acquired directly from the Issuer or any of its Affiliates) as contemplated by Section 3(c). (b) The Issuer and the Guarantors shall use all commercially reasonable efforts to cause the Exchange Offer Registration Statement to be effective continuously, and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days. The Issuer and the Guarantors shall cause the Exchange Offer to comply with all applicable securities laws. No securities other than the Series B Notes and related guarantees shall be included in the Exchange Offer Registration Statement. (c) The Issuer and the Guarantors shall include a “Plan of Distribution” section in the Prospectus contained in the Exchange Offer Registration Statement and indicate therein that any Broker-Dealer who holds Transfer Restricted Securities that were acquired for the account of such Broker-Dealer as a result of market-making activities or other trading activities (other than Series A Notes acquired directly from the Issuer or any of its Affiliates), may exchange such Transfer Restricted Securities pursuant to the Exchange Offer. Such “Plan of Distribution” section shall also contain all other information with respect to such sales by such Broker-Dealers that the SEC may require in order to permit such sales pursuant thereto, but such “Plan of Distribution” shall not name any such Broker-Dealer or disclose the amount of Transfer Restricted Securities held by any such Broker-Dealer, except to the extent required by the SEC as a result of a change in policy, rules or regulations after the date of this Agreement. Because any such Broker-Dealer may be deemed to be an “underwriter” within the meaning of the Act and must, therefore, deliver a prospectus meeting the requirements of the Act in connection with the initial sale of any Series B Notes received by such Broker-Dealer in the Exchange Offer, the Issuer and the Guarantors shall permit the use of the Prospectus contained in the Exchange Offer Registration Statement by such Broker-Dealer to satisfy such prospectus delivery requirement. To the extent necessary to ensure that the Prospectus contained in the Exchange Offer Registration Statement is available for sales of Series B Notes by Broker-Dealers, the Issuer and the Guarantors agree to use all commercially reasonable efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented, amended and current as required by and subject to the provisions of Section 6(a) and (c) and in conformity with the requirements of this Agreement, the Act and the policies, rules and regulations of the SEC as announced from time to time, for a period of 180 days from the Consummation Deadline or such shorter period as will terminate when all Transfer Restricted Securities covered by such Registration Statement have been sold pursuant thereto. The Issuer and the Guarantors shall provide sufficient copies of the latest version of such Prospectus to such Broker-Dealers, promptly upon request, and in no event later than one day after such request, at any time during such period.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by permissible under applicable law or SEC policyCommission policy (after the procedures set forth in Section 6(a) below have been complied with), the Issuer Company and the Guarantors shall (i) cause to be filed with the Commission as soon as practicable after the Closing Date, but in no event later than 45 days after the Closing Date (or if such 45th day is not a Business Day, the next succeeding Business Day), a Registration Statement under the Securities Act relating to the Exchange Notes and the Exchange Offer, (ii) use their best efforts to cause such Registration Statement to become effective at the earliest possible time, but in no event later than 120 days after the Closing Date (or if such 120th day is not a Business Day, the next succeeding Business Day), (iii) in connection with the foregoing, (A) file all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) 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 qualification of the Exchange Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer and (iv) upon the effectiveness of such Registration Statement, commence the Exchange Offer. The Exchange Offer Registration Statement shall be on the appropriate form permitting registration of (i) the offers of the Exchange Notes in exchange for the Transfer Restricted Securities and (ii) the resales of Exchange Notes held by Broker-Dealers as contemplated by Section 3(c) below. (b) The Company and the Guarantors shall cause the Exchange Offer Registration Statement to be filed effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; PROVIDED, HOWEVER, that in no event shall such period be less than 30 days after the date notice of the Exchange Offer is mailed to the Holders. The Company and the Guarantors shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the SEC not Exchange Notes shall be included in the Exchange Offer Registration Statement. The Company and the Guarantors shall use their best efforts to cause the Exchange Offer to be Consummated on the earliest practicable date after the Exchange Offer Registration Statement has become effective, but in no event later than 240 180 days after the Closing Date (or if such 240th 180th day being is not a Business Day, the “Exchange Offer Filing Deadline”next succeeding Business Day), . (iic) use all commercially reasonable efforts to cause such Exchange Offer Registration Statement to be declared effective by The Company and the SEC not later than 330 days after the Closing Date (such 330th day being the “Exchange Offer Effectiveness Deadline”), and (iii) commence the Exchange Offer promptly following the declaration Guarantors shall indicate in a "Plan of effectiveness of such Exchange Offer Registration Statement and use all commercially reasonable efforts to Consummate the Exchange Offer on or prior to the date 30 Business Days (or longer if there is a change Distribution" section contained in the federal securities laws that requires an issuer exchange offer for its debt securities to remain open for more than 30 Business Days) after Prospectus forming a part of the Exchange Offer Registration Statement is declared effective (such date being the “Consummation Deadline”). The Exchange Offer shall be on the appropriate form permitting (x) registration of the Series B Notes to be offered in exchange for the Series A that any Broker-Dealer who holds Initial Notes that are Transfer Restricted Securities and (y) resales of Series B Notes by Broker-Dealers that tendered into the Exchange Offer Series A Notes that such Broker-Dealer were acquired for its own account as a result of market-making activities or other trading activities (other than Series A Notes Transfer Restricted Securities acquired directly from the Issuer or any of its Affiliates) as contemplated by Section 3(c). (b) The Issuer and the Guarantors shall use all commercially reasonable efforts to cause the Exchange Offer Registration Statement to be effective continuously, and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days. The Issuer and the Guarantors shall cause the Exchange Offer to comply with all applicable securities laws. No securities other than the Series B Notes and related guarantees shall be included in the Exchange Offer Registration Statement. (c) The Issuer and the Guarantors shall include a “Plan of Distribution” section in the Prospectus contained in the Exchange Offer Registration Statement and indicate therein that any Broker-Dealer who holds Transfer Restricted Securities that were acquired for the account of such Broker-Dealer as a result of market-making activities or other trading activities (other than Series A Notes acquired directly from the Issuer or any of its AffiliatesCompany), may exchange such Transfer Restricted Securities Initial Notes pursuant to the Exchange Offer. Such “Plan of Distribution” section shall also contain all other information with respect to such sales by such Broker-Dealers that the SEC may require in order to permit such sales pursuant thereto; however, but such “Plan of Distribution” shall not name any such Broker-Dealer or disclose the amount of Transfer Restricted Securities held by any such Broker-Dealer, except to the extent required by the SEC as a result of a change in policy, rules or regulations after the date of this Agreement. Because any such Broker-Dealer may be deemed to be an “"underwriter” " within the meaning of the Securities Act and must, therefore, deliver a prospectus meeting the requirements of the Securities Act in connection with any resales of the initial sale of any Series B Exchange Notes received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the Issuer and the Guarantors shall permit the use delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement Statement. Such "Plan of Distribution" section shall also contain all other information with respect to such resales by Broker-Dealers that the Commission may require in order to permit such resales pursuant thereto, but such "Plan of Distribution" shall not name any such Broker-Dealer or disclose the amount of Notes held by any such Broker-Dealer except to satisfy such prospectus delivery requirement. To the extent necessary to ensure that required by the Prospectus contained Commission as a result of a change in policy after the Exchange Offer Registration Statement is available for sales date of Series B Notes by Broker-Dealers, the Issuer this Agreement. The Company and the Guarantors agree to shall use all commercially reasonable their best efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented, supplemented and amended and current as required by and subject to the provisions of Section 6(a6(c) below to the extent necessary to ensure that it is available for resales of Exchange Notes acquired by Broker-Dealers for their own accounts as a result of market-making activities or other trading activities, and (c) and in conformity to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the SEC Commission as announced from time to time, for a period ending on the earlier of (i) 180 days from the Consummation Deadline or such shorter period as will terminate when all Transfer Restricted Securities covered by such date on which the Exchange Offer Registration Statement have been sold pursuant theretois declared effective and (ii) the date on which a Broker-Dealer is no longer required to deliver a prospectus in connection with market-making or other trading activities. The Issuer Company and the Guarantors shall provide sufficient copies of the latest version of such Prospectus to such Broker-Dealers, Dealers promptly upon request, and in no event later than one day after such request, request at any time during such period180-day (or shorter as provided in the foregoing sentence) period in order to facilitate such resales.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by permissible under applicable law or SEC policyCommission policy (after the procedures set forth in Section 6(a) below have been complied with), the Issuer and the Guarantors Holdings shall (i) cause to be filed under the Securities Act with the Commission as soon as practicable after the Closing Date, but in no event later than 60 days after the Closing Date, an Exchange Offer Registration Statement relating to be filed with the SEC not later than 240 days after Series B Senior Preferred Stock and the Closing Date (such 240th day being the “Exchange Offer Filing Deadline”)Offer, (ii) use all commercially reasonable its best efforts to cause such Exchange Offer Registration Statement to be declared become effective by at the SEC not earliest possible time, but in no event later than 330 120 days after the Closing Date, (iii) in connection with the foregoing, file (A) all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) all filings in connection with the registration and qualification of the Series B Senior Preferred Stock as are necessary under the Blue Sky laws of such jurisdictions in order to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Registration Statement, use its best efforts to issue on or prior to 150 days after the Closing Date (such 330th day being the “"Exchange Offer Effectiveness Deadline”), and (iiiDate") commence Series B Senior Preferred Stock in exchange for all Series A Senior Preferred Stock tendered prior thereto in the Exchange Offer promptly following the declaration of effectiveness of such Exchange Offer Registration Statement and use all commercially reasonable efforts to Consummate the Exchange Offer on or prior to the date 30 Business Days (or longer if there is a change in the federal securities laws that requires an issuer exchange offer for its debt securities to remain open for more than 30 Business Days) after the Exchange Offer Registration Statement is declared effective (such date being the “Consummation Deadline”)Offer. The Exchange Offer shall be on the appropriate form permitting (x) registration of the Series B Notes Senior Preferred Stock to be offered in exchange for the Series A Notes that are Transfer Restricted Securities and (y) to permit resales of Series B Notes Securities held by Broker-Dealers that tendered into the Exchange Offer Series A Notes that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Series A Notes acquired directly from the Issuer or any of its Affiliates) as contemplated by Section 3(c)) below. (b) The Issuer and the Guarantors Holdings shall use all commercially reasonable efforts to cause the Exchange Offer Registration Statement to be effective continuously, continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days. The Issuer and the Guarantors Holdings shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Series B Notes and related guarantees Senior Preferred Stock shall be included in the Exchange Offer Registration Statement. Holdings shall use its best efforts to cause the Exchange Offer to be Consummated on the earliest practicable date after the Exchange Offer Registration Statement has become effective, but in no event later than 30 Business Days thereafter. (c) The Issuer and the Guarantors Holdings shall include indicate in a “"Plan of Distribution” " section contained in the Prospectus contained in the Exchange Offer Registration Statement and indicate therein that any Broker-Dealer who holds Series A Senior Preferred Stock that are Transfer Restricted Securities and that were acquired for the its own account of such Broker-Dealer as a result of market-making activities or other trading activities (other than Series A Notes Transfer Restricted Securities acquired directly from the Issuer or any of its AffiliatesHoldings), may exchange such Transfer Restricted Securities Series A Senior Preferred Stock pursuant to the Exchange Offer. Such “Plan of Distribution” section shall also contain all other information with respect to such sales by such Broker-Dealers that the SEC may require in order to permit such sales pursuant thereto; however, but such “Plan of Distribution” shall not name any such Broker-Dealer or disclose the amount of Transfer Restricted Securities held by any such Broker-Dealer, except to the extent required by the SEC as a result of a change in policy, rules or regulations after the date of this Agreement. Because any such Broker-Dealer may be deemed to be an “"underwriter” " within the meaning of the Securities Act and mustand, thereforeconsequently, must deliver a prospectus meeting the requirements of the Securities Act in connection with any resales of the initial sale of any Series B Notes Senior Preferred Stock received by such Broker-Dealer in the Exchange Offer, the Issuer and the Guarantors shall permit the use of the Prospectus contained in the Exchange Offer Registration Statement by such Broker-Dealer to satisfy such prospectus delivery requirement. To the extent necessary to ensure that the Prospectus contained in the Exchange Offer Registration Statement is available for sales of Series B Notes by Broker-Dealers, the Issuer and the Guarantors agree to use all commercially reasonable efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented, amended and current as required by and subject to the provisions of Section 6(a) and (c) and in conformity with the requirements of this Agreement, the Act and the policies, rules and regulations of the SEC as announced from time to time, for a period of 180 days from the Consummation Deadline or such shorter period as will terminate when all Transfer Restricted Securities covered by such Registration Statement have been sold pursuant thereto. The Issuer and the Guarantors shall provide sufficient copies of the latest version of such Prospectus to such Broker-Dealers, promptly upon request, and in no event later than one day after such request, at any time during such period.Exchange

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by permissible under applicable law or SEC Commission policy, each of the Issuer Issuers and the Guarantors shall (i) cause the Exchange Offer Registration Statement to be filed with the SEC not Commission as soon as practicable after the Closing Date, but in no event later than 240 45 days after the Closing Date (or if such 240th 45th day being is not a Business Day, the “next succeeding Business Day), a Registration Statement under the Securities Act relating to the Exchange Offer Filing Deadline”)Securities and the Exchange Offer, (ii) use all commercially its reasonable best efforts to cause such Exchange Offer Registration Statement to be declared become effective by the SEC not later than 330 on or prior to 105 days after the Closing Date (or if such 330th 105th day being is not a Business Day, the “Exchange Offer Effectiveness Deadline”), next succeeding Business Day) and (iii) upon the effectiveness of such Registration Statement, commence the Exchange Offer promptly following the declaration of effectiveness of such Offer. The Exchange Offer Registration Statement and use all commercially reasonable efforts to Consummate the Exchange Offer on or prior to the date 30 Business Days (or longer if there is a change in the federal securities laws that requires an issuer exchange offer for its debt securities to remain open for more than 30 Business Days) after the Exchange Offer Registration Statement is declared effective (such date being the “Consummation Deadline”). The Exchange Offer shall be on the appropriate form permitting (x) registration of the Series B Notes Exchange Securities to be offered in exchange for the Series A Notes that are Transfer Restricted Securities and (y) to permit resales of Series B Notes Initial Securities held by Broker-Dealers that tendered into the Exchange Offer Series A Notes that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Series A Notes acquired directly from the Issuer or any of its Affiliates) as contemplated by Section 3(c)) hereof. (b) The Issuer Issuers and the Guarantors shall use all commercially reasonable efforts to cause the Exchange Offer Registration Statement to be effective continuously, continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days30 days after the date notice of the Exchange Offer is mailed to the Holders. The Issuer and the Guarantors Issuers shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Series B Notes and related guarantees Class Securities shall be included in the Exchange Offer Registration Statement. The Issuers shall use their reasonable best efforts to cause the Exchange Offer to be Consummated no event later than 135 days after the Closing Date (or if such 135th day is not a Business Day, the next succeeding Business Day) (the “Consummation Deadline”). (c) The Issuer and the Guarantors Issuers shall include indicate in a “Plan of Distribution” section contained in the Prospectus contained in forming a part of the Exchange Offer Registration Statement and indicate therein that any Broker-Dealer who holds Initial Securities that are Transfer Restricted Securities and that were acquired for the its own account of such Broker-Dealer as a result of market-making activities or other trading activities (other than Series A Notes Transfer Restricted Securities acquired directly from the Issuer or any of its AffiliatesIssuers), may exchange such Transfer Restricted Initial Securities pursuant to the Exchange Offer; however, such Broker-Dealer may be deemed to be an “underwriter” within the meaning of the Securities Act and must, therefore, deliver a prospectus meeting the requirements of the Securities Act in connection with any resales of the Exchange Securities received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement. Such “Plan of Distribution” section shall also contain all other information with respect to such sales resales by such Broker-Dealers that the SEC Commission may require in order to permit such sales resales pursuant thereto, but such “Plan of Distribution” shall not name any such Broker-Dealer or disclose the amount of Transfer Restricted Initial Securities held by any such Broker-Dealer, Dealer except to the extent required by the SEC as a result of a change in policy, rules or regulations after the date of this AgreementCommission. Because any such Broker-Dealer may be deemed to be an “underwriter” within the meaning Each of the Act and must, therefore, deliver a prospectus meeting the requirements of the Act in connection with the initial sale of any Series B Notes received by such Broker-Dealer in the Exchange Offer, the Issuer Issuers and the Guarantors shall permit the use of the Prospectus contained in the Exchange Offer Registration Statement by such Broker-Dealer to satisfy such prospectus delivery requirement. To the extent necessary to ensure that the Prospectus contained in the Exchange Offer Registration Statement is available for sales of Series B Notes by Broker-Dealers, the Issuer and the Guarantors agree to use all commercially its reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented, supplemented and amended and current as required by and subject to the provisions of Section 6(a6(c) hereof to the extent necessary to ensure that it is available for resales of Initial Securities acquired by Broker-Dealers for their own accounts as a result of market-making activities or other trading activities, and (c) and in conformity to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the SEC Commission as announced from time to time, for a period ending on the earlier of (i) 180 days from the Consummation Deadline or such shorter period as will terminate when all Transfer Restricted Securities covered by such date on which the Exchange Offer Registration Statement have been sold pursuant theretois declared effective and (ii) the date on which a Broker-Dealer is no longer required to deliver a prospectus in connection with market-making or other trading activities. The Issuer and the Guarantors Issuers shall provide sufficient copies of the latest version of such Prospectus to such Broker-Dealers, Dealers promptly upon request, and in no event later than one day after such request, request at any time during such period180-day period (or shorter period as provided in the preceding paragraph) in order to facilitate such resales.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by permissible under applicable law or SEC policyCommission policy (after the procedures set forth in Section 6(a) hereof have been complied with), each of the Issuer Company and the Guarantors shall (i) use its reasonable best efforts to cause the Exchange Offer Registration Statement to be filed with the SEC not later than 240 days Commission as soon as practicable after the Closing Date (such 240th day being Date, a Registration Statement under the “Securities Act relating to the Exchange Offer Filing Deadline”)Securities and the Exchange Offer, (ii) use all commercially its reasonable best efforts to cause such Exchange Offer Registration Statement to become effective at the earliest possible time, (iii) in connection with the foregoing, file (A) all pre-effective amendments to such Registration Statement as may be declared necessary in order to cause such Registration Statement to become effective, (B) if applicable, a post-effective by amendment to such Registration Statement pursuant to Rule 430A under the SEC not later than 330 days after Securities Act and (C) cause all necessary filings in connection with the Closing Date (registration and qualification of the Exchange Securities to be made under the state securities or blue sky laws of such 330th day being jurisdictions as are necessary to permit Consummation of the “Exchange Offer Effectiveness Deadline”)Offer, and (iiiiv) upon the effectiveness of such Registration Statement, commence the Exchange Offer promptly following the declaration of effectiveness of such Exchange Offer Registration Statement and use all commercially reasonable efforts to Consummate Offer, in each case no later than the Exchange Offer on or prior to the date 30 Business Days Date (or longer if there is a change in the federal securities laws that requires an issuer exchange offer for its debt securities to remain open for more than 30 Business Days) after the Exchange Offer Registration Statement is declared effective (such date being the “Consummation Deadline”as defined below). The Exchange Offer shall be on the appropriate form permitting (x) registration of the Series B Notes Exchange Securities to be offered in exchange for the Series A Notes that are Transfer Restricted Securities and (y) to permit resales of Series B Notes Initial Securities held by Broker-Dealers that tendered into the Exchange Offer Series A Notes that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Series A Notes acquired directly from the Issuer or any of its Affiliates) as contemplated by Section 3(c)) hereof. (b) The Issuer Company and the Guarantors shall use all commercially their reasonable best efforts to cause the Exchange Offer Registration Statement to be effective continuously, continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days30 days after the date notice of the Exchange Offer is mailed to the Holders. The Issuer and the Guarantors Company shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Series B Notes and related guarantees Exchange Securities shall be included in the Exchange Offer Registration Statement. The Company shall use its reasonable best efforts to cause the Exchange Offer to be Consummated on the earliest practicable date after the Exchange Offer Registration Statement has become effective, but in no event later than 365 days after the Closing Date (or if such 365th day is not a Business Day, the next succeeding Business Day) (the “Exchange Date”). (c) The Issuer and the Guarantors Company shall include indicate in a “Plan of Distribution” section contained in the Prospectus contained in forming a part of the Exchange Offer Registration Statement and indicate therein that any Broker-Dealer who holds Initial Securities that are Transfer Restricted Securities and that were acquired for the its own account of such Broker-Dealer as a result of market-making activities or other trading activities (other than Series A Notes Transfer Restricted Securities acquired directly from the Issuer or any of its AffiliatesCompany), may exchange such Transfer Restricted Initial Securities pursuant to the Exchange Offer; however, such Broker-Dealer may be deemed to be an “underwriter” within the meaning of the Securities Act and must, therefore, deliver a prospectus meeting the requirements of the Securities Act in connection with any resales of the Exchange Securities received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement. Such “Plan of Distribution” section shall also contain all other information with respect to such sales resales by such Broker-Dealers that the SEC Commission may require in order to permit such sales resales pursuant thereto, but such “Plan of Distribution” shall not name any such Broker-Dealer or disclose the amount of Transfer Restricted Initial Securities held by any such Broker-Dealer, Dealer except to the extent required by the SEC Commission as a result of a change in policy, rules or regulations policy after the date of this Agreement. Because any such Broker-Dealer may be deemed to be an “underwriter” within the meaning Each of the Act and must, therefore, deliver a prospectus meeting the requirements of the Act in connection with the initial sale of any Series B Notes received by such Broker-Dealer in the Exchange Offer, the Issuer Company and the Guarantors shall permit the use of the Prospectus contained in the Exchange Offer Registration Statement by such Broker-Dealer to satisfy such prospectus delivery requirement. To the extent necessary to ensure that the Prospectus contained in the Exchange Offer Registration Statement is available for sales of Series B Notes by Broker-Dealers, the Issuer and the Guarantors agree to use all commercially its reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented, supplemented and amended and current as required by and subject to the provisions of Section 6(a6(c) hereof to the extent necessary to ensure that it is available for resales of Initial Securities acquired by Broker-Dealers for their own accounts as a result of market-making activities or other trading activities, and (c) and in conformity to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the SEC Commission as announced from time to time, for a period ending on the earlier of (i) 180 days from the Consummation Deadline or such shorter period as will terminate when all Transfer Restricted Securities covered by such date on which the Exchange Offer Registration Statement have been sold pursuant theretois declared effective and (ii) the date on which a Broker-Dealer is no longer required to deliver a prospectus in connection with market-making or other trading activities. The Issuer and the Guarantors Company shall provide sufficient copies of the latest version of such Prospectus to such Broker-Dealers, Dealers promptly upon request, and in no event later than one day after such request, request at any time during such period180-day (or shorter as provided in the foregoing sentence) period in order to facilitate such resales.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by applicable law or SEC policyCommission policy (after the procedures set forth in Section 6(a)(i) below have been complied with), the Issuer Company and the Guarantors shall (i) cause the Exchange Offer Registration Statement to be filed with the SEC not Commission no later than 240 150 days after the Closing Date (such 240th 150th day being the “Exchange Offer Filing Deadline”"FILING DEADLINE"), and (ii) use all commercially reasonable efforts to cause such Exchange Offer Registration Statement to be declared become effective by the SEC not no later than 330 250 days after the Closing Date (such 330th 250th day being the “Exchange Offer Effectiveness Deadline”), and (iii) commence the Exchange Offer promptly following the declaration of effectiveness of such Exchange Offer Registration Statement and use all commercially reasonable efforts to Consummate the Exchange Offer on or prior to the date 30 Business Days (or longer if there is a change in the federal securities laws that requires an issuer exchange offer for its debt securities to remain open for more than 30 Business Days) after the Exchange Offer Registration Statement is declared effective (such date being the “Consummation Deadline”"EFFECTIVENESS DEADLINE"). The Exchange Offer shall be on the appropriate form permitting (xi) registration of the Series B Exchange Notes to be offered in exchange for the Series A Initial Notes that are Transfer Restricted Securities and (yii) resales of Series B Exchange Notes by Broker-Dealers that tendered into the Exchange Offer Series A Initial Notes that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Series A Initial Notes acquired directly from the Issuer Company or any of its Affiliates) as contemplated by Section 3(c)) below. (b) The Issuer Company and the Guarantors shall use all commercially reasonable efforts to cause the Exchange Offer Registration Statement to be effective continuously, and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days. The Issuer Company and the Guarantors shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Series B Exchange Notes and related guarantees shall be included in the Exchange Offer Registration Statement. The Company and the Guarantors shall use all commercially reasonable efforts to cause the Exchange Offer to be Consummated on the earliest practicable date after the Exchange Offer Registration Statement has become effective, but in no event later than 30 Business Days thereafter, or longer, if required by the federal securities laws (such 30th (or longer) day being the "CONSUMMATION DEADLINE"). (c) The Issuer and the Guarantors Company shall include a “"Plan of Distribution” " section in the Prospectus contained in the Exchange Offer Registration Statement and indicate therein that any Broker-Dealer who holds Transfer Restricted Securities that were acquired for the account of such Broker-Dealer as a result of market-making activities or other trading activities (other than Series A Initial Notes acquired directly from the Issuer Company or any Affiliate of its Affiliatesthe Company), may exchange such Transfer Restricted Securities pursuant to the Exchange Offer. Such “"Plan of Distribution” " section shall also contain all other information with respect to such sales by such Broker-Dealers that the SEC Commission may require in order to permit such sales pursuant thereto, but such “"Plan of Distribution” " shall not name any such Broker-Dealer or disclose the amount of Transfer Restricted Securities held by any such Broker-Dealer, except to the extent required by the SEC Commission as a result of a change in policy, rules or regulations after the date of this Agreement. See the Shearman & Sterling no-action letter (available July 2, 1993). Because any such Broker-Dealer may be deemed to be an “"underwriter” " within the meaning of the Act and must, therefore, deliver a prospectus meeting the requirements of the Act in connection with the its initial sale of any Series B Exchange Notes received by such Broker-Dealer in the Exchange Offer, the Issuer Company and the Guarantors shall permit the use of the Prospectus contained in the Exchange Offer Registration Statement by such Broker-Dealer to satisfy such prospectus delivery requirement. To the extent necessary to ensure that the Prospectus contained in the Exchange Offer Registration Statement is available for sales of Series B Exchange Notes by Broker-Dealers, the Issuer Company and the Guarantors agree to use all commercially reasonable efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented, amended and current as required by and subject to the provisions of Section Sections 6(a) and (c) hereof and subject to any applicable Suspension Period and in conformity with the requirements of this Agreement, the Act and the policies, rules and regulations of the SEC Commission as announced from time to time, for a period of 180 days from the Consummation Deadline date on which the Exchange Offer is Consummated or such shorter period as will terminate ending on the date when all Transfer Restricted Securities covered by such Registration Statement have been sold pursuant thereto; provided, however, that if the Exchange Offer Registration Statement ceases to be effective during any Suspension Period, such 180-day period shall be extended by the number of days such Suspension Period continued. The Issuer Company and the Guarantors shall provide sufficient copies of the latest version of such Prospectus to such Broker-Dealers, promptly upon request, and in no event later than one day two Business Days after such request, at any time during such period.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by permissible under applicable law or SEC policyCommission policy (after the procedures set forth in Section 6(a) below have been complied with), the Issuer and the Guarantors Issuers shall (i) cause the Exchange Offer Registration Statement to be filed with the SEC not later than 240 days Commission on or prior to the 30th day after the Closing Date (such 240th day being Date, the “Exchange Offer Filing Deadline”)Registration Statement, (ii) use all commercially their reasonable best efforts to cause such Exchange Offer Registration Statement to be declared become effective by on or prior to the SEC not later than 330 days 90th day after the Closing Date Date, (iii) in connection with the foregoing, file (A) all pre-effective amendments to such 330th day being the “Exchange Offer Effectiveness Deadline”)Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Act and (C) cause all necessary filings in connection with the registration and qualification of the Series B Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iiiiv) commence upon the Exchange Offer promptly following the declaration of effectiveness of such Exchange Offer Registration Statement Statement, commence and use all commercially reasonable efforts to Consummate the Exchange Offer on or prior to the date 30 Business Days (or longer if there is a change in the federal securities laws that requires an issuer exchange offer for its debt securities to remain open for more than 30 Business Days) after the Exchange Offer Registration Statement is declared effective (such date being the “Consummation Deadline”)Offer. The Exchange Offer shall be on the appropriate form permitting (x) registration of the Series B Notes to be offered in exchange for the Series A Notes that are Transfer Restricted Securities and (y) to permit resales of Series B Notes held by Broker-Dealers that tendered into the Exchange Offer Series A Notes that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Series A Notes acquired directly from the Issuer or any of its Affiliates) as contemplated by Section 3(c)) below. (b) The Issuer and the Guarantors Issuers shall use all commercially reasonable efforts to cause the Exchange Offer Registration Statement to be effective continuously, continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Daysbusiness days after the date notice of the Exchange Offer has been mailed to Holders. The Issuer and the Guarantors Issuers shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Series B Notes and related guarantees shall be included in the Exchange Offer Registration Statement. (c) . The Issuer and the Guarantors Issuers shall include a “Plan of Distribution” section in the Prospectus contained in the Exchange Offer Registration Statement and indicate therein that any Broker-Dealer who holds Transfer Restricted Securities that were acquired for the account of such Broker-Dealer as a result of market-making activities or other trading activities (other than Series A Notes acquired directly from the Issuer or any of its Affiliates), may exchange such Transfer Restricted Securities pursuant to the Exchange Offer. Such “Plan of Distribution” section shall also contain all other information with respect to such sales by such Broker-Dealers that the SEC may require in order to permit such sales pursuant thereto, but such “Plan of Distribution” shall not name any such Broker-Dealer or disclose the amount of Transfer Restricted Securities held by any such Broker-Dealer, except to the extent required by the SEC as a result of a change in policy, rules or regulations after the date of this Agreement. Because any such Broker-Dealer may be deemed to be an “underwriter” within the meaning of the Act and must, therefore, deliver a prospectus meeting the requirements of the Act in connection with the initial sale of any Series B Notes received by such Broker-Dealer in the Exchange Offer, the Issuer and the Guarantors shall permit the use of the Prospectus contained in the Exchange Offer Registration Statement by such Broker-Dealer to satisfy such prospectus delivery requirement. To the extent necessary to ensure that the Prospectus contained in the Exchange Offer Registration Statement is available for sales of Series B Notes by Broker-Dealers, the Issuer and the Guarantors agree to use all commercially their reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented, amended and current as required by and subject to the provisions of Section 6(a) and (c) and in conformity with the requirements of this Agreement, the Act and the policies, rules and regulations of the SEC as announced from time to time, for a period of 180 days from the Consummation Deadline or such shorter period as will terminate when all Transfer Restricted Securities covered by such Registration Statement have been sold pursuant thereto. The Issuer and the Guarantors shall provide sufficient copies of the latest version of such Prospectus to such Broker-Dealers, promptly upon request, and in no event later than one day after such request, at any time during such period.cause

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by permissible under applicable law or SEC policyCommission policy (after the procedures set forth in Section 6(a) below have been complied with), the Issuer Company and the any Guarantors shall (i) cause the Exchange Offer Registration Statement to be filed with the SEC not Commission as soon as practicable after the Closing Date, but in no event later than 240 90 days after the Closing Date (such 240th day being date of the “consummation of the Mergers, the Exchange Offer Filing Deadline”)Registration Statement, (ii) use all commercially reasonable their best efforts to cause such Exchange Offer Registration Statement to be declared become effective by at the SEC not earliest possible time, but in no event later than 330 180 days after the Closing Date date of the consummation of the Mergers, (iii) in connection with the foregoing, use their best efforts to file (A) all pre-effective amendments to such 330th day being the “Exchange Offer Effectiveness Deadline”)Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Act and (C) cause all necessary filings in connection with the registration and qualification of the Series B Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iiiiv) commence upon the Exchange Offer promptly following the declaration of effectiveness of such Exchange Offer Registration Statement and Statement, use all commercially reasonable their best efforts to commence and Consummate the Exchange Offer on or prior to the date 30 Business Days (or longer if there is a change in the federal securities laws that requires an issuer exchange offer for its debt securities to remain open for more than 30 Business Days) after the Exchange Offer Registration Statement is declared effective (such date being the “Consummation Deadline”)Offer. The Exchange Offer shall be on the appropriate form permitting (x) registration of the Series B Notes to be offered in exchange for the Series A Notes that are Transfer Restricted Securities and (y) to permit resales of Series B Notes held by Broker-Dealers that tendered into the Exchange Offer Series A Notes that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Series A Notes acquired directly from the Issuer or any of its Affiliates) as contemplated by Section 3(c)) below. (b) The Issuer and the Guarantors Company shall use all commercially reasonable efforts to cause the Exchange Offer Registration Statement to be effective continuously, continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Daysbusiness days. The Issuer and the Guarantors Company shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Series B Notes and related guarantees shall be included in the Exchange Offer Registration Statement. The Company shall use its best efforts to cause the Exchange Offer to be Consummated on the earliest practicable date after the Exchange Offer Registration Statement has become effective, but in no event later than 60 business days thereafter. (c) The Issuer and the Guarantors Company shall include a “"Plan of Distribution” " section in the Prospectus contained in the Exchange Offer Registration Statement and indicate therein that any Broker-Dealer who holds the Series A Notes that are Transfer Restricted Securities and that were acquired for the its own account of such Broker-Dealer as a result of market-making activities or other trading activities (other than Series A Notes Transfer Restricted Securities acquired directly from the Issuer or any of its Affiliates), Company) may exchange such Transfer Restricted Securities Series A Notes pursuant to the Exchange Offer. Such “Plan of Distribution” section shall also contain all other information with respect to such sales by such Broker-Dealers that the SEC may require in order to permit such sales pursuant thereto; however, but such “Plan of Distribution” shall not name any such Broker-Dealer or disclose the amount of Transfer Restricted Securities held by any such Broker-Dealer, except to the extent required by the SEC as a result of a change in policy, rules or regulations after the date of this Agreement. Because any such Broker-Dealer may be deemed to be an “underwriter” within the meaning of the Act and must, therefore, deliver a prospectus meeting the requirements of the Act in connection with the initial sale of any Series B Notes received by such Broker-Dealer in the Exchange Offer, the Issuer and the Guarantors shall permit the use of the Prospectus contained in the Exchange Offer Registration Statement by such Broker-Dealer to satisfy such prospectus delivery requirement. To the extent necessary to ensure that the Prospectus contained in the Exchange Offer Registration Statement is available for sales of Series B Notes by Broker-Dealers, the Issuer and the Guarantors agree to use all commercially reasonable efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented, amended and current as required by and subject to the provisions of Section 6(a) and (c) and in conformity with the requirements of this Agreement, the Act and the policies, rules and regulations of the SEC as announced from time to time, for a period of 180 days from the Consummation Deadline or such shorter period as will terminate when all Transfer Restricted Securities covered by such Registration Statement have been sold pursuant thereto. The Issuer and the Guarantors shall provide sufficient copies of the latest version of such Prospectus to such Broker-Dealers, promptly upon request, and in no event later than one day after such request, at any time during such period.be

Registered Exchange Offer. (a) Unless (i) the Exchange Offer shall not be permitted by applicable federal law (after the procedures set forth in Section 4(a)(i) below have been complied with), and (ii) the credit rating assigned to NSC by both Rating Agencies falls below investment grade prior to any of the periods described in this Section 2(a) or SEC policySection 2(b) below, the Issuer and the Guarantors Company shall (i) cause the Exchange Offer Registration Statement to be filed with the SEC not later than 240 Commission within 180 days after the Closing Date (such 240th day being the “Exchange Offer Filing Deadline”)Date, (ii) use all commercially its reasonable best efforts to cause such Exchange Offer Registration Statement to be declared become effective by at the SEC not later than 330 days after the Closing Date (such 330th day being the “Exchange Offer Effectiveness Deadline”)earliest practicable time thereafter, and (iii) commence in connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Act and (C) cause all necessary filings, if any, in connection with the registration and qualification of the Exchange Certificates to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer and (iv) promptly following after the declaration of effectiveness of such Exchange Offer Registration Statement Statement, commence and use all commercially reasonable efforts to Consummate the Exchange Offer on or prior to the date 30 Business Days (or longer if there is a change in the federal securities laws that requires an issuer exchange offer for its debt securities to remain open for more than 30 Business Days) after the Exchange Offer Registration Statement is declared effective (such date being the “Consummation Deadline”)Offer. The Exchange Offer shall be on the appropriate form permitting (x) registration of the Series B Notes Exchange Certificates to be offered in exchange for the Series A Notes Initial Certificates that are Transfer Restricted Securities and (y) resales to permit sales of Series B Notes Broker-Dealer Transfer Restricted Securities by Restricted Broker-Dealers that tendered into the Exchange Offer Series A Notes that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Series A Notes acquired directly from the Issuer or any of its Affiliates) as contemplated by Section 3(c)2(c) below. (b) The Issuer Company will mail or cause to be mailed to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and the Guarantors related documents. The Company shall use all commercially reasonable its best efforts to cause the Exchange Offer Registration Statement to be effective continuously, and shall keep the Exchange Offer open for a period of not less than 30 days and not more than 45 days after the minimum period required under applicable securities laws to Consummate date notice of the Exchange OfferOffer is mailed to the Holders; provided, however, that in no event shall such period be less than 20 Business Daysthe minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer. The Issuer and the Guarantors Company shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Series B Notes and related guarantees Certificates shall be included in the Exchange Offer Registration Statement. The Company shall use its reasonable best efforts to cause the Exchange Offer to be Consummated on the earliest practicable date after the Exchange Offer Registration Statement has become effective, but in no event later than 210 days following the Closing Date. (c) The Issuer and the Guarantors Company shall include a “"Plan of Distribution” " section in the Prospectus contained in the Exchange Offer Registration Statement and indicate therein that any Restricted Broker-Dealer who which holds the Initial Certificates that are Transfer Restricted Securities and that were acquired for the account of such Broker-Dealer as a result of market-making activities or other trading activities activities, may exchange such Initial Certificates (other than Series A Notes Transfer Restricted Securities acquired directly from the Issuer Company or any of its Affiliates), may exchange such Transfer Restricted Securities an Affiliate thereof) pursuant to the Exchange Offer. Such “Plan of Distribution” section shall also contain all other information with respect to such sales by such Broker-Dealers that the SEC may require in order to permit such sales pursuant thereto; however, but such “Plan of Distribution” shall not name any such Broker-Dealer or disclose the amount of Transfer Restricted Securities held by any such Broker-Dealer, except to the extent required by the SEC as a result of a change in policy, rules or regulations after the date of this Agreement. Because any such Broker-Dealer may be deemed to be an “"underwriter” " within the meaning of the Act and must, therefore, deliver a prospectus meeting the requirements of the Act in connection with the its initial sale of any Series B Notes each Exchange Certificate received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the Issuer and the Guarantors shall permit the use delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement Statement; provided, however, that by delivering a Prospectus, a Broker-Dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Act. Such "Plan of Distribution" section shall also contain all other information with respect to such sales of Broker-Dealer Transfer Restricted Securities by Restricted Broker-Dealers that the Commission may require in order to permit such sales pursuant thereto, but such "Plan of Distribution" shall not name any such Broker-Dealer or disclose the amount of the Certificates held by any such Broker-Dealer, except to satisfy such prospectus delivery requirement. To the extent necessary to ensure that required by the Prospectus contained Commission as a result of a change in policy after the Exchange Offer Registration Statement is available for sales date of Series B Notes by Broker-Dealers, the Issuer and the Guarantors agree to this Agreement. The Company shall use all commercially reasonable its best efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented, supplemented and amended and current as required by and subject to the provisions of Section 6(a4(c) below to the extent necessary to ensure that it is available for sales of Broker-Dealer Transfer Restricted Securities by Restricted Broker-Dealers, and (c) and in conformity to ensure that such Registration Statement conforms with the requirements of this Agreement, the Act and the policies, rules and regulations of the SEC Commission as announced from time to time, for a period of 180 days one year from the Consummation Deadline or such shorter period as will terminate when all Transfer Restricted Securities covered by such Registration Statement have been sold pursuant theretodate on which the Exchange Offer is Consummated. The Issuer and the Guarantors Company shall promptly provide sufficient copies of the latest version of such Prospectus to such Restricted Broker-Dealers, Dealers promptly upon request, and in no event later than one day after such request, at any time during such periodone-year period in order to facilitate such sales.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by permissible under applicable law or SEC policyCommission policy (after the procedures set forth in Section 6(a) below have been complied with), the Issuer and the Guarantors Company shall (i) use its reasonable efforts to cause the Exchange Offer Registration Statement to be filed with the SEC not Commission as soon as practicable after the Closing Date, but in no event later than 240 45 days after the Closing Date (such 240th day being Date, a Registration Statement under the “Act relating to the Exchange Offer Filing Deadline”)Notes and the Exchange Offer, (ii) use all commercially reasonable its best efforts to cause such Registration Statement to become effective no later than 180 days after the Closing Date, (iii) in connection with the foregoing, file (A) all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) within 10 business days of the effectiveness of such Registration Statement, commence the Exchange Offer. The Exchange Offer Registration Statement to be declared effective by the SEC not later than 330 days after the Closing Date (such 330th day being the “Exchange Offer Effectiveness Deadline”), and (iii) commence the Exchange Offer promptly following the declaration of effectiveness of such Exchange Offer Registration Statement and use all commercially reasonable efforts to Consummate the Exchange Offer on or prior to the date 30 Business Days (or longer if there is a change in the federal securities laws that requires an issuer exchange offer for its debt securities to remain open for more than 30 Business Days) after the Exchange Offer Registration Statement is declared effective (such date being the “Consummation Deadline”). The Exchange Offer shall be on the appropriate form permitting (x) registration of the Series B Exchange Notes to be offered in exchange for the Series A Notes that are Transfer Restricted Securities and (y) resales of Series B Notes by Broker-Dealers that tendered into the Exchange Offer Series A Notes that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Series A Notes acquired directly from the Issuer or any of its Affiliates) as contemplated by Section 3(c)Securities. (b) The Issuer and the Guarantors Company shall use all commercially reasonable efforts to cause the Exchange Offer Registration Statement to be effective continuously, continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Daysbusiness days. The Issuer and the Guarantors Company shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Series B Notes and related guarantees shall be included in the Exchange Offer Registration Statement. The Company shall use its best efforts to cause the Exchange Offer to be Consummated on the earliest practicable date after the Exchange Offer Registration Statement has become effective, but in no event later than 30 business days thereafter. (c) The Issuer and the Guarantors Company shall include indicate in a “"Plan of Distribution” " section in the Prospectus contained in the Exchange Offer Registration Statement and indicate therein that any Broker-Dealer who holds Senior Notes that are Transfer Restricted Securities and that were acquired for the its own account of such Broker-Dealer as a result of market-making activities or other trading activities (other than Series A Notes Transfer Restricted Securities acquired directly from the Issuer or any of its Affiliatesan Issuer), may exchange such Transfer Restricted Securities Senior Notes pursuant to the Exchange Offer; however, such Broker-Dealer may be deemed to be an "underwriter" within the meaning of the Act and may be required, therefore, to deliver a prospectus meeting the requirements of the Act in connection with any sales of the Exchange Notes received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement. Such “"Plan of Distribution” " section shall also contain all other information with respect to such sales resales by such Broker-Dealers that the SEC Commission may require in order to permit such sales resales pursuant thereto, but such “"Plan of Distribution” " shall not name any such Broker-Dealer or disclose the amount of Transfer Restricted Securities Notes held by any such Broker-Dealer, Dealer except to the extent required by the SEC as a result of a change in policy, rules or regulations after the date of this AgreementCommission. Because any such Broker-Dealer may be deemed to be an “underwriter” within the meaning of the Act and must, therefore, deliver a prospectus meeting the requirements of the Act in connection with the initial sale of any Series B Notes received by such Broker-Dealer in the Exchange Offer, the Issuer and the Guarantors The Company shall permit the use of the Prospectus contained in the Exchange Offer Registration Statement by such Broker-Dealer to satisfy such prospectus delivery requirement. To the extent necessary to ensure that the Prospectus contained in the Exchange Offer Registration Statement is available for sales of Series B Notes by Broker-Dealers, the Issuer and the Guarantors agree to use all commercially reasonable its best efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented, supplemented and amended and current as required by and subject to the provisions of Section 6(a6(b) below to the extent necessary to ensure that it is available for resales of Notes acquired by Broker-Dealers for their own accounts as a result of market-making activities or other trading activities and (c) and in conformity to ensure that such Registration Statement conforms with the requirements of this Agreement, the Act and the policies, rules and regulations of the SEC Commission as announced from time to time, for a period of no greater than 180 days from after the Consummation Deadline or such shorter period as will terminate when all Transfer Restricted Securities covered by such Registration Statement have been sold pursuant theretoconsummation of the Exchange Offer. The Issuer and the Guarantors Company shall promptly provide sufficient copies of the latest version of such Prospectus to such Broker-Dealers, Dealers promptly upon request, and in no event later than one day after such request, at any time during such periodone year period in order to facilitate such sales.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by permissible under applicable law or SEC policyCommission policy (after the procedures set forth in Section 6(a)(i) below have been complied with), the Issuer Company and the Guarantors shall (i) cause the Exchange Offer Registration Statement to be filed with the SEC not Commission as soon as practicable after the Closing Date, but in no event later than 150 days after the Closing Date, a Registration Statement under the Securities Act relating to the Exchange Notes and the Exchange Offer, (ii) use their reasonable best efforts to cause such Registration Statement to become effective at the earliest possible time, but in no event later than 240 days after the Closing Date (such 240th day being the “Exchange Offer Filing Deadline”)Date, (iiiii) use in connection with the foregoing, file (A) all commercially reasonable efforts pre-effective amendments to such Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) 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 qualification of the Exchange Notes to be declared effective by made under the SEC not later than 330 days after Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Closing Date (such 330th day being the “Exchange Offer Effectiveness Deadline”)Offer, and (iiiiv) upon the effectiveness of such Registration Statement, commence the Exchange Offer promptly following the declaration of effectiveness of such Exchange Offer Registration Statement and use all commercially reasonable efforts to Consummate the Exchange Offer on or prior to the date 30 Business Days (or longer if there is a change in the federal securities laws that requires an issuer exchange offer for its debt securities to remain open for more than 30 Business Days) after the Exchange Offer Registration Statement is declared effective (such date being the “Consummation Deadline”)Offer. The Exchange Offer shall be on the appropriate form permitting (x) registration of the Series B Exchange Notes to be offered in exchange for the Series A Notes that are Transfer Restricted Securities and (y) to permit resales of Series B Notes held by Broker-Dealers that tendered into the Exchange Offer Series A Notes that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Series A Notes acquired directly from the Issuer or any of its Affiliates) as contemplated by Section 3(c)) below. (b) The Issuer Company and the Guarantors shall use all commercially their reasonable best efforts to cause the Exchange Offer Registration Statement to be effective continuously, continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Daysbusiness days after the date notice of the Exchange Offer is mailed to the Holders. The Issuer Company and the Guarantors shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Series B Notes and related guarantees shall be included in the Exchange Offer Registration Statement. The Company and the Guarantors shall use their reasonable best efforts to cause the Exchange Offer to be Consummated on the earliest practicable date after the Exchange Offer Registration Statement has become effective, but in no event later than 30 business days after the date the Exchange Offer Registration Statement has become effective. (c) The Issuer and the Guarantors Company shall include indicate in a “"Plan of Distribution” " section contained in the Prospectus contained in forming a part of the Exchange Offer Registration Statement and indicate therein that any Broker-Dealer who holds Initial Notes that are Transfer Restricted Securities and that were acquired for the its own account of such Broker-Dealer as a result of market-making activities or other trading activities (other than Series A Notes Transfer Restricted Securities acquired directly from the Issuer or any of its AffiliatesCompany), may exchange such Transfer Restricted Securities Initial Notes pursuant to the Exchange Offer. Such “Plan of Distribution” section shall also contain all other information with respect to such sales by such Broker-Dealers that the SEC may require in order to permit such sales pursuant thereto; however, but such “Plan of Distribution” shall not name any such Broker-Dealer or disclose the amount of Transfer Restricted Securities held by any such Broker-Dealer, except to the extent required by the SEC as a result of a change in policy, rules or regulations after the date of this Agreement. Because any such Broker-Dealer may be deemed to be an “"underwriter” " within the meaning of the Securities Act and must, therefore, deliver a prospectus meeting the requirements of the Securities Act in connection with any resales of the initial sale of any Series B Exchange Notes received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the Issuer and the Guarantors shall permit the use delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement Statement. Such "Plan of Distribution" section shall also contain all other information with respect to such resales by Broker-Dealers that the Commission may require in order to permit such resales pursuant thereto, but such "Plan of Distribution" shall not name any such Broker-Dealer or disclose the amount of Notes held by any such Broker-Dealer except to satisfy such prospectus delivery requirement. To the extent necessary to ensure that required by the Prospectus contained Commission as a result of a change in policy after the Exchange Offer Registration Statement is available for sales date of Series B Notes by Broker-Dealers, the Issuer this Agreement. The Company and the Guarantors agree to shall use all commercially their reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented, supplemented and amended and current as required by and subject to the provisions of Section 6(a6(c) below to the extent necessary to ensure that it is available for resales of Notes acquired by Broker-Dealers for their own accounts as a result of market-making activities or other trading activities, and (c) and in conformity to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the SEC Commission as announced from time to time, for a period ending on the earlier of (i) 180 days from the Consummation Deadline or such shorter period as will terminate when all Transfer Restricted Securities covered by such date on which the Exchange Offer Registration Statement have been sold pursuant theretois declared effective and (ii) the date on which a Broker-Dealer is no longer required to deliver a prospectus in connection with market-making or other trading activities. The Issuer and the Guarantors Company shall provide sufficient copies of the latest version of such Prospectus to such Broker-Dealers, Dealers promptly upon request, and in no event later than one day after such request, request at any time during such period180-day (or shorter as provided in the foregoing sentence) period in order to facilitate such resales.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by permissible under applicable law or SEC policyCommission policy (so long as the procedures set forth in Section 6(a) below are being or have been complied with), the Issuer and the Guarantors Cinemark shall (i) use its best efforts to cause to be filed with the Commission, not later than 30 days after the Closing Date, the Exchange Offer Registration Statement under the Act relating to be filed with the SEC not later than 240 days after Exchange Notes and the Closing Date (such 240th day being the “Exchange Offer Filing Deadline”)Offer, (ii) use all commercially reasonable its best efforts to cause such Exchange Offer Registration Statement to be declared effective by the SEC Commission at the earliest practicable time, but not later than 330 120 days after the Closing Date Date, (iii) in connection with the foregoing, file (A) all pre-effective amendments to such 330th day being the “Exchange Offer Effectiveness Deadline”)Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iiiiv) commence upon the Exchange Offer promptly following the declaration of effectiveness of such Exchange Offer Registration Statement Statement, commence and use all commercially reasonable efforts to Consummate the Exchange Offer on or prior to the date 30 Business Days (or longer if there is a change in the federal securities laws that requires an issuer exchange offer for its debt securities to remain open for more than 30 Business Days) after the Exchange Offer Registration Statement is declared effective (such date being the “Consummation Deadline”)Offer. The Exchange Offer shall be on the an appropriate form permitting (x) registration of the Series B Exchange Notes to be offered in exchange for the Series A Notes that are Transfer Restricted Securities and (y) to permit resales of Series B Notes Securities held by Broker-Dealers that tendered into the Exchange Offer Series A Notes that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Series A Notes acquired directly from the Issuer or any of its Affiliates) as contemplated by Section 3(c)) below. If, after such Exchange Offer Registration Statement initially is declared effective by the Commission, the Exchange Offer or the issuance of Exchange Notes thereunder or the sale of Transfer Restricted Securities pursuant thereto as contemplated by Section 3(c) below 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 Registration Statement shall be deemed not to have become effective for purposes of this Agreement during the period that such stop order, injunction or other similar order or requirement shall remain in effect. (b) The Issuer and the Guarantors Cinemark shall use all commercially reasonable its best efforts to cause the Exchange Offer Registration Statement to be effective continuously, continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days. The Issuer and the Guarantors Cinemark shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Series B Notes and related guarantees Securities shall be included in the Exchange Offer Registration Statement. Cinemark shall use its best efforts to cause the Exchange Offer to be Consummated on the earliest practicable date after the Exchange Offer Registration Statement has become effective, but not later than 30 days thereafter. (c) The Issuer and the Guarantors Cinemark shall include indicate in a “"Plan of Distribution” " section contained in the Prospectus contained included in the Exchange Offer Registration Statement and indicate therein that any Broker-Dealer who holds Notes that are Transfer Restricted Securities that were acquired for the account of such Broker-Dealer as a result of market-making activities or other trading activities (other than Series A Notes acquired directly from the Issuer or any of its Affiliates), may exchange such Transfer Restricted Securities pursuant to the Exchange Offer. Such “Plan of Distribution” section shall also contain all other information with respect to such sales by such Broker-Dealers that the SEC may require in order to permit such sales pursuant thereto, but such “Plan of Distribution” shall not name any such Broker-Dealer or disclose the amount of Transfer Restricted Securities held by any such Broker-Dealer, except to the extent required by the SEC as a result of a change in policy, rules or regulations after the date of this Agreement. Because any such Broker-Dealer may be deemed to be an “underwriter” within the meaning of the Act and must, therefore, deliver a prospectus meeting the requirements of the Act in connection with the initial sale of any Series B Notes received by such Broker-Dealer in the Exchange Offer, the Issuer and the Guarantors shall permit the use of the Prospectus contained in the Exchange Offer Registration Statement by such Broker-Dealer to satisfy such prospectus delivery requirement. To the extent necessary to ensure that the Prospectus contained in the Exchange Offer Registration Statement is available for sales of Series B Notes by Broker-Dealers, the Issuer and the Guarantors agree to use all commercially reasonable efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented, amended and current as required by and subject to the provisions of Section 6(a) and (c) and in conformity with the requirements of this Agreement, the Act and the policies, rules and regulations of the SEC as announced from time to time, for a period of 180 days from the Consummation Deadline or such shorter period as will terminate when all Transfer Restricted Securities covered by such Registration Statement have been sold pursuant thereto. The Issuer and the Guarantors shall provide sufficient copies of the latest version of such Prospectus to such Broker-Dealers, promptly upon request, and in no event later than one day after such request, at any time during such period.Restricted

Registered Exchange Offer. (a) ai Unless the Exchange Offer shall not be permitted by permissible under applicable law or SEC policyCommission policy (after the procedures set forth in Section 6(a) below have been complied with), the Issuer and the Guarantors Issuers shall (i) cause the Exchange Offer Registration Statement to be filed with the SEC not Commission as soon as practicable after the Closing Date, but in no event later than 240 45 days after the Closing Date (such 240th day being Date, a Registration Statement under the “Act relating to the Series B Notes and the Exchange Offer Filing Deadline”)Offer, (ii) use all commercially reasonable their best efforts to cause such Exchange Offer Registration Statement to be declared become effective by at the SEC not earliest possible time, but in no event later than 330 135 days after the Closing Date Date, (iii) in connection with the foregoing, file (A) all pre-effective amendments to such 330th day being Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the “Act and (C) cause all necessary filings in connection with the registration and qualification of the Series B Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit the Exchange Offer Effectiveness Deadline”)to be Consummated, and (iiiiv) upon the effectiveness of such Registration Statement, commence the Exchange Offer promptly following the declaration of effectiveness of such Exchange Offer Registration Statement and use all commercially reasonable efforts to Consummate the Exchange Offer on or prior to the date 30 Business Days (or longer if there is a change in the federal securities laws that requires an issuer exchange offer for its debt securities to remain open for more than 30 Business Days) after the Exchange Offer Registration Statement is declared effective (such date being the “Consummation Deadline”)Offer. The Exchange Offer shall be on the appropriate form permitting (x) registration of the Series B Notes to be offered in exchange for the Series A Notes that are Transfer Restricted Securities and (y) to permit resales of Series B Notes held by Broker-Dealers that tendered into the Exchange Offer Series A Notes that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Series A Notes acquired directly from the Issuer or any of its Affiliates) as contemplated by Section 3(c). ) below. (b) bi The Issuer and the Guarantors Company shall use all commercially reasonable efforts to cause the Exchange Offer Registration Statement to be effective continuously, continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Daysbusiness days. The Issuer and the Guarantors Company shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Series B Notes and related guarantees shall be included in the Exchange Offer Registration Statement. (c) . The Issuer and Company shall use its best efforts to cause the Guarantors shall include a “Plan of Distribution” section in Exchange Offer to be Consummated on the Prospectus contained in earliest practicable date after the Exchange Offer Registration Statement and indicate therein that any Broker-Dealer who holds Transfer Restricted Securities that were acquired for the account of such Broker-Dealer as a result of market-making activities or other trading activities (other than Series A Notes acquired directly from the Issuer or any of its Affiliates), may exchange such Transfer Restricted Securities pursuant to the Exchange Offer. Such “Plan of Distribution” section shall also contain all other information with respect to such sales by such Broker-Dealers that the SEC may require in order to permit such sales pursuant theretohas become effective, but such “Plan of Distribution” shall not name any such Broker-Dealer or disclose the amount of Transfer Restricted Securities held by any such Broker-Dealer, except to the extent required by the SEC as a result of a change in policy, rules or regulations after the date of this Agreement. Because any such Broker-Dealer may be deemed to be an “underwriter” within the meaning of the Act and must, therefore, deliver a prospectus meeting the requirements of the Act in connection with the initial sale of any Series B Notes received by such Broker-Dealer in the Exchange Offer, the Issuer and the Guarantors shall permit the use of the Prospectus contained in the Exchange Offer Registration Statement by such Broker-Dealer to satisfy such prospectus delivery requirement. To the extent necessary to ensure that the Prospectus contained in the Exchange Offer Registration Statement is available for sales of Series B Notes by Broker-Dealers, the Issuer and the Guarantors agree to use all commercially reasonable efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented, amended and current as required by and subject to the provisions of Section 6(a) and (c) and in conformity with the requirements of this Agreement, the Act and the policies, rules and regulations of the SEC as announced from time to time, for a period of 180 days from the Consummation Deadline or such shorter period as will terminate when all Transfer Restricted Securities covered by such Registration Statement have been sold pursuant thereto. The Issuer and the Guarantors shall provide sufficient copies of the latest version of such Prospectus to such Broker-Dealers, promptly upon request, and in no event later than one day after such request, at any time during such period30 business days thereafter.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by permissible under applicable law or SEC policyCommission policy (after the procedures set forth in Section 6(a) below have been complied with), the Issuer and the Guarantors Issuers shall (i) cause the Exchange Offer Registration Statement to be filed with the SEC not Commission as soon as practicable after the Closing Date, but in no event later than 240 60 days after the Closing Date (such 240th day being Date, a Registration Statement under the “Act relating to the Series B Notes and the Exchange Offer Filing Deadline”)Offer, (ii) use all commercially reasonable their best efforts to cause such Exchange Offer Registration Statement to be declared become effective by at the SEC not earliest possible time, but in no event later than 330 120 days after the Closing Date Date, (iii) in connection with the foregoing, file (A) all pre-effective amendments to such 330th day being Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the “Act and (C) cause all necessary filings in connection with the registration and qualification of the Series B Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer Effectiveness Deadline”)Offer, and (iiiiv) upon the effectiveness of such Registration Statement, commence the Exchange Offer promptly following the declaration of effectiveness of such Exchange Offer Registration Statement and use all commercially reasonable efforts to Consummate the Exchange Offer on or prior to the date 30 Business Days (or longer if there is a change in the federal securities laws that requires an issuer exchange offer for its debt securities to remain open for more than 30 Business Days) after the Exchange Offer Registration Statement is declared effective (such date being the “Consummation Deadline”)Offer. The Exchange Offer shall be on the appropriate form permitting (x) registration of the Series B Notes to be offered in exchange for the Series A Notes that are Transfer Restricted Securities and (y) to permit resales of Series B Notes held by Broker-Dealers that tendered into the Exchange Offer Series A Notes that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Series A Notes acquired directly from the Issuer or any of its Affiliates) as contemplated by Section 3(c)) below. (b) The Issuer and the Guarantors Company shall use all commercially reasonable efforts to cause the Exchange Offer Registration Statement to be effective continuously, continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Daysbusiness days. The Issuer and the Guarantors Company shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Series B Notes and related guarantees shall be included in the Exchange Offer Registration Statement. The Company shall use its best efforts to cause the Exchange Offer to be Consummated on the earliest practicable date after the Exchange Offer Registration Statement has become effective, but in no event later than 30 business days thereafter. (c) The Issuer and the Guarantors Company shall include indicate in a “"Plan of Distribution” " section contained in the Prospectus contained in the Exchange Offer Registration Statement and indicate therein that any Broker-Dealer who holds Series A Notes that are Transfer Restricted Securities and that were acquired for the its own account of such Broker-Dealer as a result of market-making activities or other trading activities (other than Series A Notes Transfer Restricted Securities acquired directly from the Issuer or any of its AffiliatesCompany), may exchange such Transfer Restricted Securities Series A Notes pursuant to the Exchange Offer. Such “Plan of Distribution” section shall also contain all other information with respect to such sales by such Broker-Dealers that the SEC may require in order to permit such sales pursuant thereto; however, but such “Plan of Distribution” shall not name any such Broker-Dealer or disclose the amount of Transfer Restricted Securities held by any such Broker-Dealer, except to the extent required by the SEC as a result of a change in policy, rules or regulations after the date of this Agreement. Because any such Broker-Dealer may be deemed to be an “"underwriter” " within the meaning of the Act and must, therefore, deliver a prospectus meeting the requirements of the Act in connection with any resales of the initial sale of any Series B Notes received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the Issuer and the Guarantors shall permit the use delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement Statement. Such "Plan of Distribution" section shall also contain all other information with respect to such resales by Broker-Dealers that the Commission may require in order to permit such resales pursuant thereto, but such "Plan of Distribution" shall not name any such Broker-Dealer or disclose the amount of Notes held by any such Broker-Dealer except to satisfy such prospectus delivery requirement. To the extent necessary to ensure that required by the Prospectus contained Commission as a result of a change in policy after the Exchange Offer Registration Statement is available for sales date of Series B Notes by Broker-Dealers, the Issuer and the Guarantors agree to this Agreement. The Issuers shall use all commercially reasonable their best efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented, supplemented and amended and current as required by and subject to the provisions of Section 6(a6(c) below to the extent necessary to ensure that it is available for resales of Notes acquired by Broker-Dealers for their own accounts as a result of market-making activities or other trading activities, and (c) and in conformity to ensure that it conforms with the requirements of this Agreement, the Act and the policies, rules and regulations of the SEC Commission as announced from time to time, for a period of 180 days from after the Consummation Deadline or such shorter period as will terminate when all Transfer Restricted Securities covered by such Registration Statement have been sold pursuant thereto. The Issuer and the Guarantors shall provide sufficient copies of the latest version of such Prospectus to such Broker-Dealers, promptly upon request, and in no event later than one day after such request, at any time during such period.Exchange Offer is

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by applicable federal law or SEC policy(after the procedures set forth in Section 6(a)(i) below have been complied with), the Issuer and the Guarantors Company shall (i) cause the Exchange Offer Registration Statement to be filed with the SEC not Commission as soon as practicable after the Closing Date, but in no event later than 240 60 days after the Closing Date (such 240th day being Date, the “Exchange Offer Filing Deadline”)Registration Statement, (ii) use all commercially reasonable its best efforts to cause such Exchange Offer Registration Statement to be declared become effective by at the SEC not earliest possible time, but in no event later than 330 120 days after the Closing Date Date, (iii) in connection with the foregoing, (A) file all pre-effective amendments to such 330th day being the “Exchange Offer Effectiveness Deadline”)Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Act and (C) cause all necessary filings, if any, in connection with the registration and qualification of the Series B Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iiiiv) commence upon the Exchange Offer promptly following the declaration of effectiveness of such Exchange Offer Registration Statement Statement, commence and use all commercially reasonable efforts to Consummate the Exchange Offer on or prior to the date 30 Business Days (or longer if there is a change in the federal securities laws that requires an issuer exchange offer for its debt securities to remain open for more than 30 Business Days) after the Exchange Offer Registration Statement is declared effective (such date being the “Consummation Deadline”)Offer. The Exchange Offer shall be on the appropriate form permitting (x) registration of the Series B Notes to be offered in exchange for the Series A Notes that are Transfer Restricted Securities and (y) resales to permit sales of Series B Notes Broker-Dealer Transfer Restricted Securities by Restricted Broker-Dealers that tendered into the Exchange Offer Series A Notes that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Series A Notes acquired directly from the Issuer or any of its Affiliates) as contemplated by Section 3(c)) below. (b) The Issuer and the Guarantors Company shall use all commercially reasonable its best efforts to cause the Exchange Offer Registration Statement to be effective continuously, and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days. The Issuer and the Guarantors Company shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Series B Notes and related guarantees shall be included in the Exchange Offer Registration Statement. The Company shall use its best efforts to cause the Exchange Offer to be Consummated on the earliest practicable date after the Exchange Offer Registration Statement has become effective, but in no event later than 30 Business Days thereafter. (c) The Issuer and the Guarantors Company shall include a “"Plan of Distribution” " section in the Prospectus contained in the Exchange Offer Registration Statement and indicate therein that any Restricted Broker-Dealer who holds Series A Notes that are Transfer Restricted Securities and that were acquired for the account of such Broker-Dealer as a result of market-making activities or other trading activities activities, may exchange such Series A Notes (other than Series A Notes Transfer Restricted Securities acquired directly from the Issuer Company or any Affiliate of its Affiliates), may exchange such Transfer Restricted Securities the Company) pursuant to the Exchange Offer. Such “Plan of Distribution” section shall also contain all other information with respect to such sales by such Broker-Dealers that the SEC may require in order to permit such sales pursuant thereto; however, but such “Plan of Distribution” shall not name any such Broker-Dealer or disclose the amount of Transfer Restricted Securities held by any such Broker-Dealer, except to the extent required by the SEC as a result of a change in policy, rules or regulations after the date of this Agreement. Because any such Broker-Dealer may be deemed to be an “"underwriter” " within the meaning of the Act and must, therefore, deliver a prospectus meeting the requirements of the Act in connection with the its initial sale of any each Series B Notes Note received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the Issuer and the Guarantors shall permit the use delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement Statement. Such "Plan of Distribution" section shall also contain all other information with respect to such sales of Broker-Dealer Transfer Restricted Securities by Restricted Broker-Dealers that the Commission may require in order to permit such sales pursuant thereto, but such "Plan of Distribution" shall not name any such Broker-Dealer or disclose the amount of Notes held by any such Broker-Dealer, except to satisfy such prospectus delivery requirement. To the extent necessary to ensure that required by the Prospectus contained Commission as a result of a change in policy after the Exchange Offer Registration Statement is available for sales date of Series B Notes by Broker-Dealers, the Issuer and the Guarantors agree to this Agreement. The Company shall use all commercially reasonable its best efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented, supplemented and amended and current as required by and subject to the provisions of Section 6(a6(c) below to the extent necessary to ensure that it is available for sales of Broker-Dealer Transfer Restricted Securities by Restricted Broker-Dealers, and (c) and in conformity to ensure that such Registration Statement conforms with the requirements of this Agreement, the Act and the policies, rules and regulations of the SEC Commission as announced from time to time, for a period of 180 days one year from the Consummation Deadline or such shorter period as will terminate when all Transfer Restricted Securities covered by such Registration Statement have been sold pursuant theretodate on which the Exchange Offer is Consummated. The Issuer and the Guarantors Company shall promptly provide sufficient copies of the latest version of such Prospectus to such Restricted Broker-Dealers, Dealers promptly upon request, and in no event later than one day after such request, at any time during such periodone-year period in order to facilitate such sales.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by applicable federal law or SEC policy(after the procedures set forth in Section 6(a)(i) hereof have been complied with), the Issuer Company and the Guarantors Guarantor shall (i) cause the Exchange Offer Registration Statement to be filed with the SEC not Commission as soon as practicable after the Closing Date, but in no event later than 240 60 days after the Closing Date (such 240th day being Date, the “Exchange Offer Filing Deadline”)Registration Statement, (ii) use all commercially reasonable their best efforts to cause such Exchange Offer Registration Statement to be declared become effective by at the SEC not earliest possible time, but in no event later than 330 120 days after the Closing Date Date, (iii) in connection with the foregoing, (A) file all pre-effective amendments to such 330th day being the “Exchange Offer Effectiveness Deadline”)Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings, if any, in connection with the registration and qualification of the New Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iiiiv) commence upon the Exchange Offer promptly following the declaration of effectiveness of such Exchange Offer Registration Statement Statement, commence and use all commercially reasonable efforts to Consummate the Exchange Offer on or prior to the date 30 Business Days (or longer if there is a change in the federal securities laws that requires an issuer exchange offer for its debt securities to remain open for more than 30 Business Days) after the Exchange Offer Registration Statement is declared effective (such date being the “Consummation Deadline”)Offer. The Exchange Offer shall be on the appropriate form permitting (x) registration of the Series B New Notes to be offered in exchange for the Series A Senior Notes that are Transfer Restricted Securities and (y) resales to permit sales of Series B Notes Broker-Dealer Transfer Restricted Securities by Restricted Broker-Dealers that tendered into the Exchange Offer Series A Notes that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Series A Notes acquired directly from the Issuer or any of its Affiliates) as contemplated by Section 3(c)) hereof. (b) The Issuer Company and the Guarantors Guarantor shall use all commercially reasonable their respective best efforts to cause the Exchange Offer Registration Statement to be effective continuously, and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, provided that in no event shall such period be less than 20 Business Days. The Issuer Company and the Guarantors Guarantor shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Series B Notes and related guarantees shall be included in the Exchange Offer Registration Statement. The Company and the Guarantor shall use their respective best efforts to cause the Exchange Offer to be Consummated on the earliest practicable date after the Exchange Offer Registration Statement has become effective, but in no event later than 30 Business Days thereafter. (c) The Issuer and the Guarantors Company shall include a “"Plan of Distribution” " section in the Prospectus contained in the Exchange Offer Registration Statement and indicate therein that any Restricted Broker-Dealer who holds Senior Notes that are Transfer Restricted Securities and that were acquired for the account of such Broker-Dealer as a result of market-making activities or other trading activities activities, may exchange such Senior Notes (other than Series A Notes Transfer Restricted Securities acquired directly from the Issuer Company or any Affiliate of its Affiliates), may exchange such Transfer Restricted Securities the Company) pursuant to the Exchange Offer; however, such Broker-Dealer may be deemed to be an "underwriter" within the meaning of the Securities Act and must, therefore, deliver a prospectus meeting the requirements of the Securities Act in connection with its initial sale of each New Note received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement. Such “"Plan of Distribution” " section shall also contain all other information with respect to such sales of Broker-Dealer Transfer Restricted Securities by such Restricted Broker-Dealers that the SEC Commission may require in order to permit such sales pursuant thereto, but such “"Plan of Distribution” " shall not name any such Broker-Dealer or disclose the amount of Transfer Restricted Securities Notes held by any such Broker-Dealer, except to the extent required by the SEC Commission as a result of a change in policy, rules or regulations policy after the date of this Agreement. Because any such Broker-Dealer may be deemed to be an “underwriter” within the meaning of the Act and must, therefore, deliver a prospectus meeting the requirements of the Act in connection with the initial sale of any Series B Notes received by such Broker-Dealer in the Exchange Offer, the Issuer The Company and the Guarantors Guarantor shall permit the use of the Prospectus contained in the Exchange Offer Registration Statement by such Broker-Dealer to satisfy such prospectus delivery requirement. To the extent necessary to ensure that the Prospectus contained in the Exchange Offer Registration Statement is available for sales of Series B Notes by Broker-Dealers, the Issuer and the Guarantors agree to use all commercially reasonable their respective best efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented, supplemented and amended and current as required by and subject to the provisions of Section 6(a6(c) hereof to the extent necessary to ensure that it is available for sales of Broker-Dealer Transfer Restricted Securities by Restricted Broker-Dealers, and (c) and in conformity to ensure that such Registration Statement conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the SEC Commission as announced from time to time, for a period of 180 days one year from the Consummation Deadline or such shorter period as will terminate when all Transfer Restricted Securities covered by such Registration Statement have been sold pursuant theretodate on which the Exchange Offer is Consummated. The Issuer Company and the Guarantors Guarantor shall promptly provide sufficient copies of the latest version of such Prospectus to such Restricted Broker-Dealers, Dealers promptly upon request, and in no event later than one day after such request, at any time during such periodone-year period in order to facilitate such sales.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by applicable federal law or SEC policy(after the procedures set forth in Section 6(a)(i) below have been complied with), the Issuer and the Guarantors Company shall (i) cause the Exchange Offer Registration Statement to be filed with the SEC not Commission as soon as practicable after the Closing Date, but in no event later than 240 60 days after the Closing Date (such 240th day being Date, the “Exchange Offer Filing Deadline”)Registration Statement, (ii) use all commercially reasonable its best efforts to cause such Exchange Offer Registration Statement to be declared become effective by at the SEC not earliest possible time, but in no event later than 330 135 days after the Closing Date Date, (iii) in connection with the foregoing, (A) file all pre-effective amendments to such 330th day being the “Exchange Offer Effectiveness Deadline”)Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Act and (C) cause all necessary filings, if any, in connection with the registration and qualification of the Series B Debentures to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iiiiv) commence upon the Exchange Offer promptly following the declaration of effectiveness of such Exchange Offer Registration Statement Statement, commence and use all commercially reasonable efforts to Consummate the Exchange Offer on or prior to the date 30 Business Days (or longer if there is a change in the federal securities laws that requires an issuer exchange offer for its debt securities to remain open for more than 30 Business Days) after the Exchange Offer Registration Statement is declared effective (such date being the “Consummation Deadline”)Offer. The Exchange Offer shall be on the appropriate form permitting (x) registration of the Series B Notes Debentures to be offered in exchange for the Series A Notes Debentures that are Transfer Restricted Securities and (y) resales to permit sales of Series B Notes Broker-Dealer Transfer Restricted Securities by Restricted Broker-Dealers that tendered into the Exchange Offer Series A Notes that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Series A Notes acquired directly from the Issuer or any of its Affiliates) as contemplated by Section 3(c)) below. (b) The Issuer and the Guarantors Company shall use all commercially reasonable its best efforts to cause the Exchange Offer Registration Statement to be effective continuously, and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days. The Issuer and the Guarantors Company shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Series B Notes and related guarantees Debentures shall be included in the Exchange Offer Registration Statement. The Company shall use its best efforts to cause the Exchange Offer to be Consummated on the earliest practicable date after the Exchange Offer Registration Statement has become effective, but in no event later than 30 Business Days thereafter. (c) The Issuer and the Guarantors Company shall include a “"Plan of Distribution” " section in the Prospectus contained in the Exchange Offer Registration Statement and indicate therein that any Restricted Broker-Dealer who holds Series A Debentures that are Transfer Restricted Securities and that were acquired for the account of such Broker-Dealer as a result of market-making activities or other trading activities activities, may exchange such Series A Debentures (other than Series A Notes Transfer Restricted Securities acquired directly from the Issuer Company or any Affiliate of its Affiliates), may exchange such Transfer Restricted Securities the Company) pursuant to the Exchange Offer. Such “Plan of Distribution” section shall also contain all other information with respect to such sales by such Broker-Dealers that the SEC may require in order to permit such sales pursuant thereto; however, but such “Plan of Distribution” shall not name any such Broker-Dealer or disclose the amount of Transfer Restricted Securities held by any such Broker-Dealer, except to the extent required by the SEC as a result of a change in policy, rules or regulations after the date of this Agreement. Because any such Broker-Dealer may be deemed to be an “"underwriter” " within the meaning of the Act and must, therefore, deliver a prospectus meeting the requirements of the Act in connection with the its initial sale of any each Series B Notes Debenture received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the Issuer and the Guarantors shall permit the use delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement Statement. Such "Plan of Distribution" section shall also contain all other information with respect to such sales of Broker-Dealer Transfer Restricted Securities by Restricted Broker-Dealers that the Commission may require in order to permit such sales pursuant thereto, but such "Plan of Distribution" shall not name any such Broker-Dealer or disclose the amount of Debentures held by any such Broker-Dealer, except to satisfy such prospectus delivery requirement. To the extent necessary to ensure that required by the Prospectus contained Commission as a result of a change in policy after the Exchange Offer Registration Statement is available for sales date of Series B Notes by Broker-Dealers, the Issuer and the Guarantors agree to this Agreement. The Company shall use all commercially reasonable its best efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented, supplemented and amended and current as required by and subject to the provisions of Section 6(a6(c) below to the extent necessary to ensure that it is available for sales of Broker-Dealer Transfer Restricted Securities by Restricted Broker-Dealers, and (c) and in conformity to ensure that such Registration Statement conforms with the requirements of this Agreement, the Act and the policies, rules and regulations of the SEC Commission as announced from time to time, for a period of 180 days one year from the Consummation Deadline or such shorter period as will terminate when all Transfer Restricted Securities covered by such Registration Statement have been sold pursuant theretodate on which the Exchange Offer is Consummated. The Issuer and the Guarantors Company shall promptly provide sufficient copies of the latest version of such Prospectus to such Restricted Broker-Dealers, Dealers promptly upon request, and in no event later than one day after such request, at any time during such periodone-year period in order to facilitate such sales.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by permissible under applicable law or SEC policyCommission policy (after the procedures set forth in Section 6(a) below have been complied with), the Issuer and the Guarantors Company shall (i) use its reasonable best efforts to cause the Exchange Offer Registration Statement to be filed with the SEC not Commission as soon as practicable after the Closing Date, but in no event later than 240 150 days after the Closing Date (such 240th day being the “Date, an Exchange Offer Filing Deadline”)Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer, (ii) use all commercially its reasonable best efforts to cause such Exchange Offer Registration Statement to be declared become effective by at the SEC not earliest possible time, but in no event later than 330 180 days after the Closing Date (such 330th day being the “Exchange Offer Effectiveness Deadline”)Date, and (iii) commence in connection with the Exchange Offer promptly following the declaration of effectiveness of foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement and use all commercially reasonable efforts as may be necessary in order to Consummate the Exchange Offer on or prior to the date 30 Business Days (or longer if there is a change in the federal securities laws that requires an issuer exchange offer for its debt securities to remain open for more than 30 Business Days) after the cause such Exchange Offer Registration Statement is declared to become effective, (B) if applicable, file a post-effective (such date being the “Consummation Deadline”). The Exchange Offer shall be on the appropriate form permitting (x) registration of the Series B Notes to be offered in exchange for the Series A Notes that are Transfer Restricted Securities and (y) resales of Series B Notes by Broker-Dealers that tendered into the Exchange Offer Series A Notes that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Series A Notes acquired directly from the Issuer or any of its Affiliates) as contemplated by Section 3(c).amendment to (b) The Issuer and the Guarantors Company shall use all commercially reasonable efforts to cause the Exchange Offer Registration Statement to be effective continuously, continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days30 business days. The Issuer and the Guarantors Company shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Series B Notes and related guarantees Exchange Securities shall be included in the Exchange Offer Registration Statement. The Company shall use its reasonable best efforts to cause the Exchange Offer to be Consummated on the earliest practicable date after the Exchange Offer Registration Statement has become effective, but in no event later than 30 business days thereafter. (c) The Issuer and the Guarantors Company shall include indicate in a “"Plan of Distribution” " section contained in the Prospectus contained in the Exchange Offer Registration Statement and indicate therein that any Broker-Broker- Dealer who holds Securities that are Transfer Restricted Securities and that were acquired for the its own account of such Broker-Dealer as a result of market-making activities or other trading activities (other than Series A Notes Transfer Restricted Securities acquired directly from the Issuer or any of its AffiliatesCompany), may exchange such Transfer Restricted Securities pursuant to the Exchange Offer. Such “Plan of Distribution” section shall also contain all other information with respect to such sales by such Broker-Dealers that the SEC may require in order to permit such sales pursuant thereto; however, but such “Plan of Distribution” shall not name any such Broker-Dealer or disclose the amount of Transfer Restricted Securities held by any such Broker-Dealer, except to the extent required by the SEC as a result of a change in policy, rules or regulations after the date of this Agreement. Because any such Broker-Dealer may be deemed to be an “"underwriter” " within the meaning of the Securities Act and must, therefore, deliver a prospectus meeting the requirements of the Securities Act in connection with any resales of the initial sale of any Series B Notes Exchange Securities received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the Issuer and the Guarantors shall permit the use delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement Statement. Such "Plan of Distribution" section shall also contain all other information with respect to such resales by Broker-Dealers that the Commission may require in order to permit such resales pursuant thereto, but such "Plan of Distribution" section shall not name any such Broker-Dealer or disclose the amount of Exchange Securities held by any such Broker-Dealer except to satisfy such prospectus delivery requirement. To the extent necessary to ensure that required by the Prospectus contained Commission as a result of a change in policy announced after the Exchange Offer Registration Statement is available for sales date of Series B Notes by Broker-Dealers, the Issuer and the Guarantors agree to this Agreement. The Company shall use all commercially its reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented, supplemented and amended and current as required by and subject to the provisions of Section 6(a6(c) below to the extent necessary to ensure that it is available for resales of Exchange Securities acquired by Broker-Dealers for their own accounts as a result of market-making activities or other trading activities, and (c) and in conformity to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the SEC Commission as announced from time to time, for a period of 180 days from the Consummation Deadline or such shorter period as will terminate when all Transfer Restricted Securities covered by such date on which the Exchange Offer Registration Statement have been sold pursuant theretois declared effective. The Issuer and the Guarantors Company shall provide sufficient copies of the latest version of such Prospectus to such Broker-Dealers, Dealers promptly upon request, and in no event later than one day after such request, request at any time during such period180-day period in order to facilitate such resales.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by applicable law or SEC policyCommission policy (after the procedures set forth in Section 6(a)(i) below have been complied with), the Issuer Company and the Guarantors shall (i) cause the Exchange Offer Registration Statement to be filed with the SEC not Commission as soon as practicable after the Closing Date, but in no event later than 240 45 days after the Closing Date (such 240th day being Date, the “Exchange Offer Filing Deadline”)Registration Statement, (ii) use all commercially their reasonable best efforts to cause such Exchange Offer Registration Statement to be declared become effective by at the SEC not earliest possible time, but in no event later than 330 120 days after the Closing Date Date, (iii) in connection with the foregoing, (A) file all pre-effective amendments to such 330th day being the “Exchange Offer Effectiveness Deadline”Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Act and (C) cause all necessary filings, if any, in connection with the registration and qualification of the Series B Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer (provided, however, that the Company shall not be obligated to file in any jurisdiction in which it is not so qualified or take any action which would subject it to general service of process or taxation in any jurisdiction where it is not so subject), and (iiiiv) commence upon the Exchange Offer promptly following the declaration of effectiveness of such Exchange Offer Registration Statement Statement, commence and use all commercially reasonable efforts to Consummate the Exchange Offer on or prior to the date 30 Business Days (or longer if there is a change in the federal securities laws that requires an issuer exchange offer for its debt securities to remain open for more than 30 Business Days) after the Exchange Offer Registration Statement is declared effective (such date being the “Consummation Deadline”)Offer. The Exchange Offer shall be on the appropriate form permitting (x) registration of the Series B Notes to be offered in exchange for the Series A Notes that are Transfer Restricted Securities Notes and (y) resales to permit sales of Series B Broker-Dealer Transfer Restricted Notes by Restricted Broker-Dealers that tendered into the Exchange Offer Series A Notes that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Series A Notes acquired directly from the Issuer or any of its Affiliates) as contemplated by Section 3(c)) below. (b) The Issuer Company and the Guarantors shall use all commercially their reasonable best efforts to cause the Exchange Offer Registration Statement to be effective continuously, and shall keep the Exchange Offer open open, for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days. The Issuer and the Guarantors Company shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Series B Notes and related guarantees shall be included in the Exchange Offer Registration Statement. The Company shall use its reasonable best efforts to cause the Exchange Offer to be Consummated on the earliest practicable date after the Exchange Offer Registration Statement has become effective, but in no event later than 45 Business Days thereafter. (c) The Issuer and the Guarantors Company shall include a “"Plan of Distribution” " section in the Prospectus contained in the Exchange Offer Registration Statement and indicate therein that any Restricted Broker-Dealer who holds Transfer Restricted Securities Notes and that were acquired for the account of such Broker-Broker- Dealer as a result of market-making activities or other trading activities (other than Series A Notes acquired directly from the Issuer or any of its Affiliates)activities, may exchange such Transfer Restricted Securities Notes (other than Transfer Restricted Notes acquired directly from the Company) pursuant to the Exchange Offer. Such “Plan of Distribution” section shall also contain all other information with respect to such sales by such Broker-Dealers that the SEC may require in order to permit such sales pursuant thereto; provided, but such “Plan of Distribution” shall not name any such Broker-Dealer or disclose the amount of Transfer Restricted Securities held by any such Broker-Dealerhowever, except to the extent required by the SEC as a result of a change in policy, rules or regulations after the date of this Agreement. Because any such Broker-Dealer may be deemed to be an “"underwriter” " within the meaning of the Act and must, therefore, deliver a prospectus meeting the requirements of the Act in connection with the its initial sale of any each Series B Notes Note received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the Issuer and the Guarantors shall permit the use delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement Statement. Such "Plan of Distribution" section shall also contain all other information with respect to such sales of Broker-Dealer Transfer Restricted Notes by Restricted Broker-Dealers that the Commission may require in order to permit such sales pursuant thereto, but such "Plan of Distribution" shall not name any such Broker-Dealer or disclose the amount of Notes held by any such Broker-Dealer except to satisfy such prospectus delivery requirement. To the extent necessary to ensure that the Prospectus contained in the Exchange Offer Registration Statement is available for sales of Series B Notes by Broker-Dealers, the Issuer and the Guarantors agree to use all commercially reasonable efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented, amended and current as required by and subject to the provisions Commission as a result of Section 6(a) and (c) and a change in conformity with policy after the requirements date of this Agreement, the Act and the policies, rules and regulations of the SEC as announced from time to time, for a period of 180 days from the Consummation Deadline or such shorter period as will terminate when all Transfer Restricted Securities covered by such Registration Statement have been sold pursuant thereto. The Issuer and the Guarantors shall provide sufficient copies of the latest version of such Prospectus to such Broker-Dealers, promptly upon request, and in no event later than one day after such request, at any time during such period.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by permissible under applicable law or SEC policyCommission policy (after the procedures set forth in Section 6(a) below have been complied with), the Issuer and the Guarantors Company shall (i) cause the Exchange Offer Registration Statement to be filed with the SEC not Commission as soon as practicable after the Closing Date, but in no event later than 240 30 days after the Closing Date (such 240th day being Date, a Registration Statement under the “Act relating to the Exchange Offer Filing Deadline”)Notes and the Exchange Offer, (ii) use all commercially reasonable efforts to cause such Exchange Offer Registration Statement to be declared become effective by at the SEC not earliest possible time, but in no event later than 330 90 days after the Closing Date Date, (iii) in connection with the foregoing, file (A) all pre-effective amendments to such 330th day being Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the “Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Offer Effectiveness Deadline”)Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iiiiv) upon the effectiveness of such Registration Statement, commence the Exchange Offer promptly following the declaration of effectiveness of such Exchange Offer Registration Statement and use all commercially reasonable efforts to Consummate the Exchange Offer on or prior to the date 30 Business Days (or longer if there is a change in the federal securities laws that requires an issuer exchange offer for its debt securities to remain open for more than 30 Business Days) after the Exchange Offer Registration Statement is declared effective (such date being the “Consummation Deadline”)Offer. The Exchange Offer shall be on the appropriate form permitting (x) registration of the Series B Exchange Notes to be offered in exchange for the Series A Notes that are Transfer Restricted Securities and (y) to permit resales of Series B Notes held by Broker-Dealers that tendered into the Exchange Offer Series A Notes that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Series A Notes acquired directly from the Issuer or any of its Affiliates) as contemplated by Section 3(c)) below. (b) The Issuer and the Guarantors Company shall use all commercially reasonable efforts to cause the Exchange Offer Registration Statement to be effective continuously, continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days30 days after the date notice of the Exchange Offer is mailed to the Holders. The Issuer and the Guarantors Company shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Series B Notes and related guarantees shall be included in the Exchange Offer Registration Statement. The Company shall use its best efforts to cause the Exchange Offer to be Consummated on the earliest practicable date after the Exchange Offer Registration Statement has become effective, but in no event later than 120 days after the Closing Date. (c) The Issuer and the Guarantors Company shall include indicate in a “"Plan of Distribution” " section contained in the Prospectus contained in forming a part of the Exchange Offer Registration Statement and indicate therein that any Broker-Dealer who holds Initial Notes that are Transfer Restricted Securities and that were acquired for the its own account of such Broker-Dealer as a result of market-making activities or other trading activities (other than Series A Notes Transfer Restricted Securities acquired directly from the Issuer or any of its AffiliatesCompany), may exchange such Transfer Restricted Securities Initial Notes pursuant to the Exchange Offer. Such “Plan of Distribution” section shall also contain all other information with respect to such sales by such Broker-Dealers that the SEC may require in order to permit such sales pursuant thereto; however, but such “Plan of Distribution” shall not name any such Broker-Dealer or disclose the amount of Transfer Restricted Securities held by any such Broker-Dealer, except to the extent required by the SEC as a result of a change in policy, rules or regulations after the date of this Agreement. Because any such Broker-Dealer may be deemed to be an “"underwriter” " within the meaning of the Act and must, therefore, deliver a prospectus meeting the requirements of the Act in connection with any resales of the initial sale of any Series B Exchange Notes received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the Issuer and the Guarantors shall permit the use delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement Statement. Such "Plan of Distribution" section shall also contain all other information with respect to such resales by Broker-Dealers that the Commission may require in order to permit such resales pursuant thereto, but such "Plan of Distribution" shall not name any such Broker-Dealer or disclose the amount of Notes held by any such Broker-Dealer except to satisfy such prospectus delivery requirement. To the extent necessary to ensure that required by the Prospectus contained Commission as a result of a change in policy after the Exchange Offer Registration Statement is available for sales date of Series B Notes by Broker-Dealers, the Issuer and the Guarantors agree to this Agreement. The Company shall use all commercially reasonable its best efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented, supplemented and amended and current as required by and subject to the provisions of Section 6(a6(c) below to the extent necessary to ensure that it is available for resales of Notes acquired by Broker-Dealers for their own accounts as a result of market-making activities or other trading activities, and (c) and in conformity to ensure that it conforms with the requirements of this Agreement, the Act and the policies, rules and regulations of the SEC Commission as announced from time to time, for a period ending on the earlier of (i) 180 days from the Consummation Deadline or such shorter period as will terminate when all Transfer Restricted Securities covered by such date on which the Exchange Offer Registration Statement have been sold pursuant theretois declared effective and (ii) the date on which a Broker-Dealer is no longer required to deliver a prospectus in connection with market-making or other trading activities. The Issuer and the Guarantors Company shall provide sufficient copies of the latest version of such Prospectus to such Broker-Dealers, Dealers promptly upon request, and in no event later than one day after such request, request at any time during such period180-day (or shorter as provided in the foregoing sentence) period in order to facilitate such resales.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by permissible under applicable law or SEC policyCommission policy (after the procedures set forth in Section 6(a) below have been complied with), the Issuer Company and the Guarantors Guarantor shall (i) cause the Exchange Offer Registration Statement to be filed with the SEC not Commission as soon as practicable after the Closing Date, but in no event later than 240 60 days after the Closing Date (such 240th day being Date, a Registration Statement under the “Act relating to the Exchange Offer Filing Deadline”)Notes and the Exchange Offer, (ii) use all commercially reasonable their best efforts to cause such Exchange Offer Registration Statement to be declared become effective by at the SEC not earliest possible time, but in no event later than 330 120 days after the Closing Date Date, (iii) in connection with the foregoing, file (A) all pre-effective amendments to such 330th day being Registration Statement as may reasonably be necessary in order to cause such Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the “Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Offer Effectiveness Deadline”)Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iiiiv) upon the effectiveness of such Registration Statement, commence the Exchange Offer promptly following the declaration of effectiveness of such Exchange Offer Registration Statement and use all commercially reasonable efforts to Consummate the Exchange Offer on or prior to the date 30 Business Days (or longer if there is a change in the federal securities laws that requires an issuer exchange offer for its debt securities to remain open for more than 30 Business Days) after the Exchange Offer Registration Statement is declared effective (such date being the “Consummation Deadline”)Offer. The Exchange Offer shall be on the appropriate form permitting (x) registration of the Series B Exchange Notes to be offered in exchange for the Series A Notes that are Transfer Restricted Securities and (y) to permit resales of Series B Notes held by Broker-Dealers that tendered into the Exchange Offer Series A Notes that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Series A Notes acquired directly from the Issuer or any of its Affiliates) as contemplated by Section 3(c)) below. (b) The Issuer and the Guarantors Company shall use all commercially reasonable efforts to cause the Exchange Offer Registration Statement to be effective continuously, continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days30 business days. The Issuer and the Guarantors Company shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Series B Notes and related guarantees shall be included in the Exchange Offer Registration Statement. The Company shall use its best efforts to cause the Exchange Offer to be Consummated on the earliest practicable date after the Exchange Offer Registration Statement has become effective, but in no event later than 45 business days thereafter. (c) The Issuer and the Guarantors Company shall include indicate in a “"Plan of Distribution” " section contained in the Prospectus contained in the Exchange Offer Registration Statement and indicate therein that any Broker-Dealer who holds Initial Notes that are Transfer Restricted Securities and that were acquired for the its own account of such Broker-Dealer as a result of market-making activities or other trading activities (other than Series A Notes Transfer Restricted Securities acquired directly from the Issuer or any of its AffiliatesCompany), may exchange such Transfer Restricted Securities Initial Notes pursuant to the Exchange Offer. Such “Plan of Distribution” section shall also contain all other information with respect to such sales by such Broker-Dealers that the SEC may require in order to permit such sales pursuant thereto; however, but such “Plan of Distribution” shall not name any such Broker-Dealer or disclose the amount of Transfer Restricted Securities held by any such Broker-Dealer, except to the extent required by the SEC as a result of a change in policy, rules or regulations after the date of this Agreement. Because any such Broker-Dealer may be deemed to be an “"underwriter” " within the meaning of the Act and must, therefore, deliver a prospectus meeting the requirements of the Act in connection with any resales of the initial sale of any Series B Exchange Notes received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the Issuer and the Guarantors shall permit the use delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement Statement. Such "Plan of Distribution" section shall also contain all other information with respect to such resales by Broker-Dealers that the Commission may require in order to permit such resales pursuant thereto, but such "Plan of Distribution" shall not name any such Broker-Dealer or disclose the amount of Notes held by any such Broker-Dealer except to satisfy such prospectus delivery requirement. To the extent necessary to ensure required by the Commission (it being understood that the Prospectus contained in the Exchange Offer Registration Statement it is available for sales of Series B Notes by Broker-Dealers, the Issuer not currently so required). The Company and the Guarantors agree to Guarantor shall use all commercially reasonable their best efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented, supplemented and amended and current as required by and subject to the provisions of Section 6(a6(c) below to the extent necessary to ensure that it is available for resales of Notes acquired by Broker-Dealers for their own accounts as a result of market-making activities or other trading activities, and (c) and in conformity to ensure that it conforms with the requirements of this Agreement, the Act and the policies, rules and regulations of the SEC Commission as announced from time to time, for a period ending on the earlier of (i) 180 days from the Consummation Deadline or such shorter period as will terminate when all Transfer Restricted Securities covered by such date on which the Exchange Offer Registration Statement have been sold pursuant theretois declared effective and (ii) the date on which a Broker-Dealer is no longer required to deliver a prospectus in connection with market-making or other trading activities. The Issuer and the Guarantors Company shall provide sufficient copies of the latest version of such Prospectus to such Broker-Dealers, Dealers promptly upon request, and in no event later than one day after such request, request at any time during such period180-day (or shorter as provided in the next prior paragraph) period in order to facilitate such resales.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by permissible under applicable law or SEC policyCommission policy (after the procedures set forth in Section 6(a) below have been complied with), the Issuer and the Guarantors Company shall (i) cause to be filed with the Commission as soon as practicable after the Closing Date, but in no event later than 120 days after the Closing Date, the Exchange Offer Registration Statement under the Securities Act relating to be filed with the SEC not later than 240 days after New Senior Notes and the Closing Date (such 240th day being the “Exchange Offer Filing Deadline”)Offer, (ii) use all commercially its reasonable best efforts to cause such Exchange Offer Registration Statement to be declared become effective by at the SEC not earliest possible time, but in no event later than 330 180 days after the Closing Date (such 330th day being the “Exchange Offer Effectiveness Deadline”)Date, and (iii) commence in connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) if applicable, file a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings, if any, in connection with the registration and qualification of the New Senior Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer promptly following and (iv) upon the declaration of effectiveness of such Exchange Offer Registration Statement Statement, commence and use all commercially reasonable efforts to Consummate the Exchange Offer on or prior to the date 30 Business Days (or longer if there is a change in the federal securities laws that requires an issuer exchange offer for its debt securities to remain open for more than 30 Business Days) after the Offer. The Exchange Offer Registration Statement is declared effective (such date being the “Consummation Deadline”). The Exchange Offer shall be on the appropriate form permitting (x) registration of the Series B New Senior Notes to be offered in exchange for the Series A Notes that are Transfer Restricted Securities and (y) resales to permit sales of Series B Notes Broker- Dealer Transfer Restricted Securities by Broker-Dealers that tendered into the Exchange Offer Series A Notes that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Series A Notes acquired directly from the Issuer or any of its Affiliates) as contemplated by Section 3(c)) below. (b) The Issuer and the Guarantors Company shall use all commercially its reasonable best efforts to cause the Exchange Offer Registration Statement to be effective continuously, continuously for a period of thirty (30) days from the date on which the Exchange Offer Registration Statement is declared effective and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days. The Issuer and the Guarantors Company shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Series B Notes and related guarantees shall be included in the Exchange Offer Registration Statement. The Company shall use its reasonable best efforts to cause the Exchange Offer to be Consummated on the earliest practicable date after the Exchange Offer Registration Statement has become effective, but in no event later than 30 Business Days thereafter. (c) The Issuer and the Guarantors Company shall include a “"Plan of Distribution” " section in the Prospectus contained in the Exchange Offer Registration Statement and indicate therein that any Restricted Broker-Dealer who holds Senior Notes that are Transfer Restricted Securities and that were acquired for the account of such Broker-Dealer as a result of market-making activities or other trading activities (other than Series A Notes Transfer Restricted Securities acquired directly from the Issuer Company or any one of its Affiliates), ) may exchange such Transfer Restricted Securities Senior Notes pursuant to the Exchange Offer. Such “Plan of Distribution” section shall also contain all other information with respect to ; however, such sales by such Broker-Dealers that the SEC may require in order to permit such sales pursuant thereto, but such “Plan of Distribution” shall not name any such Broker-Dealer or disclose the amount of Transfer Restricted Securities held by any such Broker-Dealer, except to the extent required by the SEC as a result of a change in policy, rules or regulations after the date of this Agreement. Because any such Broker-Dealer may be deemed to be an “underwriter” within the meaning of the Act and must, therefore, deliver a prospectus meeting the requirements of the Act in connection with the initial sale of any Series B Notes received by such Broker-Dealer in the Exchange Offer, the Issuer and the Guarantors shall permit the use of the Prospectus contained in the Exchange Offer Registration Statement by such Broker-Dealer to satisfy such prospectus delivery requirement. To the extent necessary to ensure that the Prospectus contained in the Exchange Offer Registration Statement is available for sales of Series B Notes by Broker-Dealers, the Issuer and the Guarantors agree to use all commercially reasonable efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented, amended and current as required by and subject to the provisions of Section 6(a) and (c) and in conformity with the requirements of this Agreement, the Act and the policies, rules and regulations of the SEC as announced from time to time, for a period of 180 days from the Consummation Deadline or such shorter period as will terminate when all Transfer Restricted Securities covered by such Registration Statement have been sold pursuant thereto. The Issuer and the Guarantors shall provide sufficient copies of the latest version of such Prospectus to such Broker-Dealers, promptly upon request, and in no event later than one day after such request, at any time during such period.Broker-

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by applicable federal law or SEC policyCommission policy (after the procedures set forth in Section 6(a)(i) below have been complied with), the Issuer Company and the Guarantors shall (i) cause the Exchange Offer Registration Statement to be filed with the SEC not Commission as soon as practicable after the Closing Date, but in no event later than 240 30 days after the Closing Date (such 240th day being Date, the “Exchange Offer Filing Deadline”)Registration Statement, (ii) use all commercially reasonable their best efforts to cause such Exchange Offer Registration Statement to be declared become effective by at the SEC not earliest practicable time, but in no event later than 330 120 days after the Closing Date Date, (iii) in connection with the foregoing, (A) file all pre-effective amendments to such 330th day being the “Exchange Offer Effectiveness Deadline”)Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Act and (C) cause all necessary filings, if any, in connection with the registration and qualification of the Exchange Securities to be made under the state securities or "Blue Sky" laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, except as otherwise provided in Section 6(c)(xi) below, and (iiiiv) commence upon the Exchange Offer promptly following the declaration of effectiveness of such Exchange Offer Registration Statement and use all commercially reasonable efforts to Consummate Statement, commence the Exchange Offer on or prior to the date 30 Business Days (or longer if there is a change in the federal securities laws that requires an issuer exchange offer for its debt securities to remain open for more than 30 Business Days) after the Exchange Offer Registration Statement is declared effective (such date being the “Consummation Deadline”)Offer. The Exchange Offer shall be on the an appropriate form permitting (x) registration of the Series B Notes Exchange Securities to be offered in exchange for the Series A Notes Initial Securities that are Transfer Restricted Securities and (y) to permit resales of Series B Notes Broker-Dealer Transfer Restricted Securities by Restricted Broker-Dealers that tendered into the Exchange Offer Series A Notes that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Series A Notes acquired directly from the Issuer or any of its Affiliates) as contemplated by Section 3(c)) below. If, after such Exchange Offer Registration Statement initially is declared effective by the Commission, the Exchange Offer or the issuance of Exchange Securities thereunder or the sale of Transfer Restricted Securities pursuant thereto as contemplated by Section 3(c) below 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 Registration Statement shall be deemed not to have become effective for purposes of this Agreement during the period that such stop order, injunction or other similar order or requirement remain in effect. (b) The Issuer Company and the Guarantors shall use all commercially reasonable their best efforts to cause the Exchange Offer Registration Statement to be effective continuously, continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days. The Issuer Company and the Guarantors shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Series B Notes and related guarantees Exchange Securities shall be included in the Exchange Offer Registration Statement. The Company and the Guarantors shall use their best efforts to cause the Exchange Offer to be Consummated on or prior to 45 days after the date on which the Exchange Offer Registration Statement is declared effective, but in no event later than 150 days after the Closing Date. (c) The Issuer Company and the Guarantors shall include a “"Plan of Distribution” " section in the Prospectus contained in the Exchange Offer Registration Statement and indicate therein that any Restricted Broker-Dealer who holds Initial Securities that are Transfer Restricted Securities and that were acquired for the account of such Broker-Dealer as a result of market-making activities or other trading activities activities, may exchange such Initial Securities (other than Series A Notes Transfer Restricted Securities acquired directly from the Issuer or any of its Affiliates), may exchange such Transfer Restricted Securities Company and the Guarantors) pursuant to the Exchange Offer. Such “Plan of Distribution” section shall also contain all other information with respect to such sales by such Broker-Dealers that the SEC may require in order to permit such sales pursuant thereto; provided, but such “Plan of Distribution” shall not name any such Broker-Dealer or disclose the amount of Transfer Restricted Securities held by any such Broker-Dealerhowever, except to the extent required by the SEC as a result of a change in policy, rules or regulations after the date of this Agreement. Because any such Broker-Dealer may be deemed to be an “"underwriter” " within the meaning of the Act and the rules and regulations of the Commission promulgated thereunder and must, therefore, deliver a prospectus meeting the requirements of the Act in connection with any resales of the initial sale of any Series B Notes Exchange Securities received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the Issuer and the Guarantors shall permit the use delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement Statement. Such "Plan of Distribution" section shall also contain all other information with respect to such resales of Broker-Dealer Transfer Restricted Securities by Restricted Broker-Dealers that the Commission may require in order to permit such resales pursuant thereto, but such "Plan of Distribution" shall not name any such Broker-Dealer or disclose the amount of Securities held by any such Broker-Dealer except to satisfy such prospectus delivery requirement. To the extent necessary to ensure that required by the Prospectus contained Commission as a result of a change in policy after the Exchange Offer Registration Statement is available for sales date of Series B Notes by Broker-Dealers, the Issuer this Agreement. The Company and the Guarantors agree to shall use all commercially reasonable their best efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented, supplemented and amended and current as required by and subject to the provisions of Section 6(a6(c) below to the extent necessary to ensure that it is available for resales of Broker-Dealer Transfer Restricted Securities by Restricted Broker-Dealers, and (c) and in conformity to ensure that such Registration Statement conforms with the requirements of this Agreement, the Act and the policies, rules and regulations of the SEC Commission as announced from time to time, for a period of 180 days from the Consummation Deadline or such shorter period as will terminate when all Transfer Restricted Securities covered by such Registration Statement have been sold pursuant theretodate on which the Exchange Offer is Consummated. The Issuer Company and the Guarantors shall promptly provide sufficient copies of the latest version of such Prospectus to such Restricted Broker-Dealers, Dealers promptly upon request, and in no event later than one day two days after such request, at any time during such period180-day period in order to facilitate such resales.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by applicable federal law or SEC policy(after the procedures set forth in Section 6(a)(i) below have been complied with), the Issuer and the Guarantors Company shall (i) cause the Exchange Offer Registration Statement to be filed with the SEC not Commission as soon as practicable after the Closing Date, but in no event later than 240 180 days after the Closing Date (such 240th day being Date, the “Exchange Offer Filing Deadline”)Registration Statement, (ii) use all commercially reasonable its best efforts to cause such Exchange Offer Registration Statement to be declared become effective by at the SEC not earliest possible time, but in no event later than 330 270 days after the Closing Date (such 330th day being the “Exchange Offer Effectiveness Deadline”)Date, and (iii) commence in connection with the Exchange Offer promptly following the declaration of effectiveness of foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement and use all commercially reasonable efforts to Consummate the Exchange Offer on or prior to the date 30 Business Days (or longer if there is a change in the federal securities laws that requires an issuer exchange offer for its debt securities to remain open for more than 30 Business Days) after the Exchange Offer Registration Statement is declared effective (such date being the “Consummation Deadline”). The Exchange Offer shall be on the appropriate form permitting (x) registration of the Series B Notes to be offered in exchange for the Series A Notes that are Transfer Restricted Securities and (y) resales of Series B Notes by Broker-Dealers that tendered into the Exchange Offer Series A Notes that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Series A Notes acquired directly from the Issuer or any of its Affiliates) as contemplated by Section 3(c).Registration (b) The Issuer and the Guarantors Company shall use all commercially reasonable its best efforts to cause the Exchange Offer Registration Statement to be effective continuously, and shall to keep the Exchange Offer open open, for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days45 days after the date notice of the Exchange Offer is mailed to the Holders. The Issuer and the Guarantors Company shall cause the Exchange Offer to comply with all applicable federal and state securities laws and all applicable laws, regulations and/or ordinances, including all applicable tender offer rules and regulations under the Exchange Act. No securities other than the Series B Notes and related guarantees shall be included in the Exchange Offer Registration Statement. (c) . The Issuer and Company shall use its best efforts to cause the Guarantors shall include a “Plan of Distribution” section in Exchange Offer to be Consummated on the Prospectus contained in earliest practicable date after the Exchange Offer Registration Statement and indicate therein that any Broker-Dealer who holds Transfer Restricted Securities that were acquired for the account of such Broker-Dealer as a result of market-making activities or other trading activities (other than Series A Notes acquired directly from the Issuer or any of its Affiliates), may exchange such Transfer Restricted Securities pursuant to the Exchange Offer. Such “Plan of Distribution” section shall also contain all other information with respect to such sales by such Broker-Dealers that the SEC may require in order to permit such sales pursuant theretohas become effective, but such “Plan of Distribution” shall not name any such Broker-Dealer or disclose the amount of Transfer Restricted Securities held by any such Broker-Dealer, except to the extent required by the SEC as a result of a change in policy, rules or regulations after the date of this Agreement. Because any such Broker-Dealer may be deemed to be an “underwriter” within the meaning of the Act and must, therefore, deliver a prospectus meeting the requirements of the Act in connection with the initial sale of any Series B Notes received by such Broker-Dealer in the Exchange Offer, the Issuer and the Guarantors shall permit the use of the Prospectus contained in the Exchange Offer Registration Statement by such Broker-Dealer to satisfy such prospectus delivery requirement. To the extent necessary to ensure that the Prospectus contained in the Exchange Offer Registration Statement is available for sales of Series B Notes by Broker-Dealers, the Issuer and the Guarantors agree to use all commercially reasonable efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented, amended and current as required by and subject to the provisions of Section 6(a) and (c) and in conformity with the requirements of this Agreement, the Act and the policies, rules and regulations of the SEC as announced from time to time, for a period of 180 days from the Consummation Deadline or such shorter period as will terminate when all Transfer Restricted Securities covered by such Registration Statement have been sold pursuant thereto. The Issuer and the Guarantors shall provide sufficient copies of the latest version of such Prospectus to such Broker-Dealers, promptly upon request, and in no event later than one day after such request, at any time during such period45 days thereafter.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by applicable federal law or SEC policy(after the procedures set forth in Section 6(a)(i) below have been complied with), the Issuer and the Guarantors Company shall (i) cause the Exchange Offer Registration Statement to be filed with the SEC not Commission as soon as practicable after the Closing Date, but in no event later than 240 90 days after the Closing Date (such 240th day being Date, the “Exchange Offer Filing Deadline”)Registration Statement, (ii) use all commercially reasonable their best efforts to cause such Exchange Offer Registration Statement to be declared become effective by at the SEC not earliest possible time, but in no event later than 330 150 days after the Closing Date Date, (iii) in connection with the foregoing, (A) file all pre-effective amendments to such 330th day being the “Exchange Offer Effectiveness Deadline”)Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Act and (C) cause all necessary filings, if any, in connection with the registration and qualification of the Series B Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iiiiv) commence upon the Exchange Offer promptly following the declaration of effectiveness of such Exchange Offer Registration Statement Statement, commence and use all commercially reasonable efforts to Consummate the Exchange Offer on or prior to the date 30 Business Days (or longer if there is a change in the federal securities laws that requires an issuer exchange offer for its debt securities to remain open for more than 30 Business Days) after the Exchange Offer Registration Statement is declared effective (such date being the “Consummation Deadline”)Offer. The Exchange Offer shall be on the appropriate form permitting (x) registration of the Series B Notes to be offered in exchange for the Series A Notes that are Transfer Restricted Securities Notes and (y) resales to permit sales of Series B Broker-Dealer Transfer Restricted Notes by Restricted Broker-Dealers that tendered into the Exchange Offer Series A Notes that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Series A Notes acquired directly from the Issuer or any of its Affiliates) as contemplated by Section 3(c)) below. (b) The Issuer and the Guarantors Company shall use all commercially reasonable its best efforts to cause the Exchange Offer Registration Statement to be effective continuously, and shall keep the Exchange Offer open open, for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days. The Issuer and the Guarantors Company shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Series B Notes and related guarantees shall be included in the Exchange Offer Registration Statement. The Company shall use its best efforts to cause the Exchange Offer to be Consummated on the earliest practicable date after the Exchange Offer Registration Statement has become effective, but in no event later than 30 Business Days thereafter. (c) The Issuer and the Guarantors Company shall include a “"Plan of Distribution” " section in the Prospectus contained in the Exchange Offer Registration Statement and indicate therein that any Restricted Broker-Dealer who holds Series A Notes that are Transfer Restricted Securities Notes and that were acquired for the account of such Broker-Dealer as a result of market-making activities or other trading activities activities, may exchange such Series A Notes (other than Series A Transfer Restricted Notes acquired directly from the Issuer or any of its Affiliates), may exchange such Transfer Restricted Securities Company) pursuant to the Exchange Offer. Such “Plan of Distribution” section shall also contain all other information with respect to such sales by such Broker-Dealers that the SEC may require in order to permit such sales pursuant thereto; however, but such “Plan of Distribution” shall not name any such Broker-Dealer or disclose the amount of Transfer Restricted Securities held by any such Broker-Dealer, except to the extent required by the SEC as a result of a change in policy, rules or regulations after the date of this Agreement. Because any such Broker-Dealer may be deemed to be an “"underwriter” " within the meaning of the Act and must, therefore, deliver a prospectus meeting the requirements of the Act in connection with the its initial sale of any each Series B Notes Note received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the Issuer and the Guarantors shall permit the use delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement Statement. Such "Plan of Distribution" section shall also contain all other information with respect to such sales of Broker-Dealer Transfer Restricted Notes by Restricted Broker-Dealers that the Commission may require in order to permit such sales pursuant thereto, but such "Plan of Distribution" shall not name any such Broker-Dealer or disclose the amount of Notes held by any such Broker-Dealer except to satisfy such prospectus delivery requirement. To the extent necessary to ensure that required by the Prospectus contained Commission as a result of a change in policy after the Exchange Offer Registration Statement is available for sales date of Series B Notes by Broker-Dealers, the Issuer and the Guarantors agree to this Agreement. The Company shall use all commercially its reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented, supplemented and amended and current as required by and subject to the provisions of Section 6(a6(c) below to the extent necessary to ensure that it is available for sales of Broker-Dealer Transfer Restricted Notes by Restricted Broker-Dealers, and (c) and in conformity to ensure that such Registration Statement conforms with the requirements of this Agreement, the Act and the policies, rules and regulations of the SEC Commission as announced from time to time, for a period of 180 120 days from the Consummation Deadline or such shorter period as will terminate when all Transfer Restricted Securities covered by such Registration Statement have been sold pursuant theretodate on which the Exchange Offer is Consummated. The Issuer and the Guarantors Company shall promptly provide sufficient copies of the latest version of such Prospectus to such Restricted Broker-Dealers upon such Restricted Broker-Dealers, promptly upon ' reasonable request, and in no event later than one day two Business Days after such request, at any time during such period120-day period in order to facilitate such sales.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by applicable federal law or SEC policy(after the procedures set forth in Section 6(a)(i) below have been complied with), the Issuer Company and the Subsidiary Guarantors shall (i) cause the Exchange Offer Registration Statement to be filed with the SEC not later than 240 days Commission as soon as practicable after the Closing Date (such 240th day being Date, but in no event later than 90 days after December 11, 1998, the “Exchange Offer Filing Deadline”)Registration Statement, (ii) use all its commercially reasonable best efforts to cause such Exchange Offer Registration Statement to be declared become effective by at the SEC not earliest possible time, but in no event later than 330 150 days after December 11, 1998, (iii) in connection with the Closing Date foregoing, (A) file all pre-effective amendments to such 330th day being the “Exchange Offer Effectiveness Deadline”)Registration Statement as may be reasonably necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Act and (C) cause all filings which to the knowledge of the Company are necessary, if any, in connection with the registration and qualification of the New Senior Subordinated Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iiiiv) commence upon the Exchange Offer promptly following the declaration of effectiveness of such Exchange Offer Registration Statement Statement, commence and use all commercially reasonable efforts to Consummate the Exchange Offer on or prior to the date 30 Business Days (or longer if there is a change in the federal securities laws that requires an issuer exchange offer for its debt securities to remain open for more than 30 Business Days) after the Exchange Offer Registration Statement is declared effective (such date being the “Consummation Deadline”)Offer. The Exchange Offer shall be on the appropriate form permitting (x) registration of the Series B New Senior Subordinated Notes to be offered in exchange for the Series A Senior Subordinated Notes that are Transfer Restricted Securities and (y) resales to permit sales of Series B Notes Broker-Dealer Transfer Restricted Securities by Restricted Broker-Dealers that tendered into the Exchange Offer Series A Notes that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Series A Notes acquired directly from the Issuer or any of its Affiliates) as contemplated by Section 3(c)) below. (b) The Issuer Company and the Subsidiary Guarantors shall use all commercially reasonable their respective best efforts to cause the Exchange Offer Registration Statement to be effective continuously, and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days. The Issuer Company and the Subsidiary Guarantors shall cause the Exchange Offer to comply with all applicable federal securities lawslaws and all state securities laws that, to the knowledge of the Company, are applicable. No securities other than the Series B Notes (including the $125 million aggregate principal amount of Senior Subordinated Notes issued on December 11, 1998 and related guarantees the $50 million aggregate principal amount of Senior Subordinated Notes issued on the Closing Date) shall be included in the Exchange Offer Registration Statement. The Company and the Subsidiary Guarantors shall use their respective commercially reasonable best efforts to cause the Exchange Offer to be Consummated on the earliest practicable date after the Exchange Offer Registration Statement has become effective, but in no event later than 30 Business Days thereafter. (c) The Issuer and the Guarantors Company shall include a “"Plan of Distribution” " section in the Prospectus contained in the Exchange Offer Registration Statement and indicate therein that any Restricted Broker-Dealer who holds Senior Subordinated Notes that are Transfer Restricted Securities and that were acquired for the account of such Broker-Dealer as a result of market-making activities or other trading activities activities, may exchange such Senior Subordinated Notes (other than Series A Notes Transfer Restricted Securities acquired directly from the Issuer Company or any affiliate of its Affiliates), may exchange such Transfer Restricted Securities the Company) pursuant to the Exchange Offer. Such “Plan of Distribution” section shall also contain all other information with respect to ; however, such sales by such Broker-Dealers that the SEC may require in order to permit such sales pursuant thereto, but such “Plan of Distribution” shall not name any such Broker-Dealer or disclose the amount of Transfer Restricted Securities held by any such Broker-Dealer, except to the extent required by the SEC as a result of a change in policy, rules or regulations after the date of this Agreement. Because any such Broker-Dealer may be deemed to be an “underwriter” within the meaning of the Act and must, therefore, deliver a prospectus meeting the requirements of the Act in connection with the initial sale of any Series B Notes received by such Broker-Dealer in the Exchange Offer, the Issuer and the Guarantors shall permit the use of the Prospectus contained in the Exchange Offer Registration Statement by such Broker-Dealer to satisfy such prospectus delivery requirement. To the extent necessary to ensure that the Prospectus contained in the Exchange Offer Registration Statement is available for sales of Series B Notes by Broker-Dealers, the Issuer and the Guarantors agree to use all commercially reasonable efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented, amended and current as required by and subject to the provisions of Section 6(a) and (c) and in conformity with the requirements of this Agreement, the Act and the policies, rules and regulations of the SEC as announced from time to time, for a period of 180 days from the Consummation Deadline or such shorter period as will terminate when all Transfer Restricted Securities covered by such Registration Statement have been sold pursuant thereto. The Issuer and the Guarantors shall provide sufficient copies of the latest version of such Prospectus to such Broker-Dealers, promptly upon request, and in no event later than one day after such request, at any time during such period.Broker-

Registered Exchange Offer. (a) Unless due to any change in law or applicable interpretations thereof by the Commission’s staff, the Co-Issuers determine upon advice of their outside counsel that they are not permitted to effect the Registered Exchange Offer shall not be permitted as contemplated by applicable law or SEC policythis Section 2, the Issuer Co-Issuers shall prepare and not later than the Guarantors shall earlier to occur of (i) cause the 30th day following the filing date of Dollarama Group L.P.’s annual report on Form 10-K for the fiscal year ended January 31, 2007 and (ii) 180 days from the Issue Date, and file with the Commission the Exchange Offer Registration Statement to be filed with the SEC not later than 240 days after the Closing Date (such 240th day being the “Exchange Offer Filing Deadline”), (ii) use all commercially reasonable efforts to cause such Exchange Offer Registration Statement to be declared effective by the SEC not later than 330 days after the Closing Date (such 330th day being the “Exchange Offer Effectiveness Deadline”), and (iii) commence the Exchange Offer promptly following the declaration of effectiveness of such Exchange Offer Registration Statement and use all commercially reasonable efforts to Consummate the Exchange Offer on or prior respect to the date 30 Business Days (or longer if there is a change in the federal securities laws that requires an issuer exchange offer for its debt securities to remain open for more than 30 Business Days) after the Registered Exchange Offer Registration Statement is declared effective (such date being the “Consummation Deadline”)Offer. The Exchange Offer shall be on the appropriate form permitting (x) registration of the Series B Notes to be offered in exchange for the Series A Notes that are Transfer Restricted Securities and (y) resales of Series B Notes by BrokerCo-Dealers that tendered into the Exchange Offer Series A Notes that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Series A Notes acquired directly from the Issuer or any of its Affiliates) as contemplated by Section 3(c). (b) The Issuer and the Guarantors Issuers shall use all commercially their respective reasonable best efforts to cause the Exchange Offer Registration Statement to be become effective continuously, and shall keep under the Securities Act not later than 120 days following the filing date of the Exchange Offer open for a period of not less than the minimum period required under applicable securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business DaysRegistration Statement. The Issuer and the Guarantors Co-Issuers shall use their respective reasonable best efforts to cause the Exchange Offer to comply with all applicable securities laws. No securities other exchange of the Notes no later than 40 days after the Series B Notes and related guarantees shall be included in effective date of the Exchange Offer Registration Statement. (cb) The Issuer and Upon the Guarantors shall include a “Plan effectiveness of Distribution” section in the Prospectus contained in the Exchange Offer Registration Statement Statement, the Co-Issuers shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Notes for New Notes (assuming that such Holder is (i) not an Affiliate of the Co-Issuers, (ii) acquires the New Notes in the ordinary course of such Holder’s business, (iii) has no arrangements or understandings with any person to participate in the distribution of the New Notes, (iv) is not an Initial Purchaser holding the Notes that have the status of an unsold allotment remaining from an initial distribution of the Notes and indicate therein (v) is not otherwise prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such New Notes from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of a substantial proportion of the several states of the United States, provided, that any Broker-Dealer who holds Transfer Restricted Securities that were acquired for Dealers receiving New Notes in the account Registered Exchange Offer will have a prospectus delivery requirement with respect to resales of such BrokerNew Notes. Notwithstanding anything contained herein, the Co-Dealer Issuers shall not be required to make a Registered Exchange Offer in any province or territory of Canada or to accept Notes surrendered by residents of Canada in the Registered Exchange Offer unless the distribution of New Notes pursuant to such offer can be effected pursuant to exemptions from the registration and prospectus requirements of the applicable securities laws of such province or territory and, as a result condition to the sale of market-making activities or other trading activities (other than Series A their Notes acquired directly from the Issuer or any of its Affiliates), may exchange such Transfer Restricted Securities pursuant to the a Registered Exchange Offer, such Holders of Notes in Canada will be required to make certain representations to the Co-Issuers, including a representation that they are entitled under the applicable securities laws of such province or territory to acquire the New Notes without the benefit of a prospectus qualified under such securities laws. Such “Plan In connection with any such distribution of Distribution” section shall also contain New Notes in Canada, the Co-Issuers agree to make, on a timely basis, all other information filings reasonably required to be made with Canadian securities regulators with respect to such sales by such Brokerdistribution of New Notes, including, without limitation, any required reports of the trades, and to pay all filings or other fees applicable in connection therewith. (c) In connection with the Registered Exchange Offer, the Co-Dealers that the SEC may require in order to permit such sales pursuant theretoIssuers shall: (i) mail, but such “Plan of Distribution” shall not name any such Broker-Dealer or disclose the amount of Transfer Restricted Securities held by any such Broker-Dealer, except to the extent required by the SEC as a result of a change in policy, rules or regulations after the date of this Agreement. Because any such Broker-Dealer may be deemed cause to be an “underwriter” within the meaning mailed, to each Holder a copy of the Act and must, therefore, deliver a prospectus meeting the requirements Prospectus forming part of the Act Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents, and in the case of Holders in Canada, any “wrapped” version thereof used in connection with the initial sale of any Series B Notes received by such Broker-Dealer in the Exchange Offer, the Issuer and the Guarantors shall permit the use private placement of the Prospectus contained in New Notes; (ii) keep the Registered Exchange Offer Registration Statement open for not less than 30 days after the date notice thereof is mailed to the Holders (or, in each case, longer if required by such Broker-Dealer to satisfy such prospectus delivery requirement. To the extent necessary to ensure that the Prospectus contained in the Exchange Offer Registration Statement is available for sales of Series B Notes by Broker-Dealers, the Issuer and the Guarantors agree to applicable law); (iii) use all commercially their respective reasonable best efforts to keep the Exchange Offer Registration Statement continuously effectiveeffective under the Securities Act, supplemented, supplemented and amended and current as required under the Securities Act, to ensure that it is available for sales of New Notes by and subject to Exchanging Dealers during the provisions Exchange Offer Registration Period; (iv) utilize the services of Section 6(a) and (c) and a depositary for the Registered Exchange Offer with an address in conformity with the requirements Borough of this AgreementManhattan in New York City, which may be the Depository Trust Company, the Act and the policiesTrustee, rules and regulations or an Affiliate of the SEC as announced from time either of them; (v) permit Holders to time, for a period of 180 days from the Consummation Deadline or such shorter period as will terminate when all Transfer Restricted Securities covered by such Registration Statement have been sold pursuant thereto. The Issuer and the Guarantors shall provide sufficient copies of the latest version of such Prospectus to such Broker-Dealers, promptly upon request, and in no event later than one day after such request, withdraw tendered Notes at any time during prior to 5:00 p.m., New York time, on the last Business Day on which the Registered Exchange Offer is open; (vi) prior to effectiveness of the Exchange Offer Registration Statement, provide a supplemental letter to the Commission (A) stating that the Co-Issuers are conducting the Registered Exchange Offer in reliance on the position of the Commission in Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Co., Inc. (pub. avail. June 5, 1991), as interpreted by Shearman & Sterling (dated July 2, 1993); and (B) including a representation that the Co-Issuers have not entered into any arrangement or understanding with any person to distribute the New Notes to be received in the Registered Exchange Offer and that, to the best of the Co-Issuers’ information and belief, each Holder participating in the Registered Exchange Offer is acquiring the New Notes in the ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the New Notes; and (vii) comply in all respects with all laws applicable to the Registered Exchange Offer. (d) As soon as practicable after the close of the Registered Exchange Offer, the Co-Issuers shall: (i) accept for exchange all Notes tendered and not validly withdrawn pursuant to the Registered Exchange Offer; (ii) deliver to the Trustee for cancellation in accordance with Section 4(s) all Notes so accepted for exchange; and (iii) cause the Trustee promptly to authenticate and deliver to each Holder of Notes a principal amount of New Notes equal to the principal amount of the Notes of such periodHolder so accepted for exchange; provided that, in the case of any Notes held in global form by a depository, authentication and delivery to such depository of one or more replacement Notes in global form in an equivalent principal amount thereto for the account of such Holders in accordance with the Indenture shall satisfy such authentication and delivery requirement. (e) Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the New Notes (x) can not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in Exxon Capital Holdings Corporation (pub. avail. May 13, 1988) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Co., Inc. (pub. avail. June 5, 1991), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993 and similar no-action letters; and (y) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any secondary resale transaction, which must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K or any successor provisions under the Securities Act if the resales are of New Notes obtained by such Holder in exchange for Notes acquired by such Holder directly from the Co-Issuers or one of their respective Affiliates. Accordingly, each Holder participating in the Registered Exchange Offer shall be required to represent to the Co-Issuers that, at the time of the consummation of the Registered Exchange Offer: (i) any New Notes received by such Holder will be acquired in the ordinary course of business; (ii) such Holder will have no arrangement or understanding with any person to participate in the distribution of the Notes or the New Notes within the meaning of the Securities Act; (iii) such Holder is not an Affiliate of the Co-Issuers; and (iv) if such Holder is an Exchanging Dealer, then such Holder will deliver a Prospectus in connection with a sale of any Notes received by such Holder pursuant to the Registered Exchange Offer. (f) If any Initial Purchaser determines that it is not eligible to participate in the Registered Exchange Offer with respect to the exchange of Notes constituting any portion of an unsold allotment, at the request of such Initial Purchaser, the Co-Issuers shall issue and deliver to such Initial Purchaser or the person purchasing New Notes registered under a Shelf Registration Statement as contemplated by Section 3 hereof from such Initial Purchaser, in exchange for such Notes, a like principal amount of New Notes. The Co-Issuers shall use their respective reasonable best efforts to cause the CUSIP Service Bureau to issue the same CUSIP number for such New Notes as for New Notes issued pursuant to the Registered Exchange Offer. (g) The Co-Issuers shall ensure that the Exchange Offer Registration Statement and the related Prospectus and any amendment or supplement thereto, as of the effective date of the Exchange Offer Registration Statement or such amendment or supplement, (A) comply in all material respects with the applicable requirements of the Securities Act; and (B) the Exchange Offer Registration Statement and the related Prospectus and any amendment or supplement thereto do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein (in the case of the Prospectus, in the light of the circumstances under which they were made) not misleading (it being understood that the Co-Issuers shall not be responsible for any information provided by or on behalf of Holders).

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) below have been complied with) or one of the events set forth in Section 4(a)(ii) has occurred the Company shall (i) cause to be filed with the Commission promptly after the Closing Date, but in no event later than 60 days after the Closing Date, a Registration Statement under the Securities Act relating to the Exchange Notes and the Exchange Offer, (ii) use its best efforts to cause such Registration Statement to become effective no later than 120 days after the Closing Date, (iii) in connection with the foregoing, file (A) all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) 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 qualification of the Exchange Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) unless the Exchange Offer would not be permitted by applicable law or SEC Commission policy, the Issuer and the Guarantors shall (i) cause Company will commence the Exchange Offer Registration Statement and use its best efforts to be filed with the SEC not later than 240 issue on or prior to 30 business days after the Closing Date (date on which such 240th day being the “Exchange Offer Filing Deadline”), (ii) use all commercially reasonable efforts to cause such Exchange Offer Registration Statement to be was declared effective by the SEC not later than 330 days after the Closing Date (such 330th day being the “Commission, Exchange Offer Effectiveness Deadline”), and (iii) commence Notes in exchange for all Transfer Restricted Securities tendered prior thereto in the Exchange Offer promptly following the declaration of effectiveness of such Exchange Offer Registration Statement and use all commercially reasonable efforts to Consummate the Exchange Offer on or prior to the date 30 Business Days (or longer if there is a change in the federal securities laws that requires an issuer exchange offer for its debt securities to remain open for more than 30 Business Days) after the Exchange Offer Registration Statement is declared effective (such date being the “Consummation Deadline”)Offer. The Exchange Offer shall be on the appropriate form permitting (x) registration of the Series B Exchange Notes to be offered in exchange for the Series A Notes that are Transfer Restricted Securities and (y) to permit resales of Series B Exchange Notes held by Broker-Dealers that tendered into the Exchange Offer Series A Notes that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Series A Notes acquired directly from the Issuer or any of its Affiliates) as contemplated by Section 3(c) below. The 60, 120 and 30 business day periods referred to in (i), (ii) and (iii) of this Section 3(a) shall not include any period during which the Company is pursuing a Commission ruling pursuant to Section 6(a)(i) below. (b) The Issuer and the Guarantors Company shall use all commercially reasonable its best efforts to cause the Exchange Offer Registration Statement to be effective continuously, continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Daysbusiness days. The Issuer and the Guarantors Company shall cause the Exchange Offer to comply in all material respects with all applicable federal and state securities laws. No securities other than the Series B Exchange Notes and related guarantees shall be included in the Exchange Offer Registration Statement. The Company shall use its best efforts to cause the Exchange Offer to be Consummated on the earliest practicable date after the Exchange Offer Registration Statement has become effective, but in no event later than 30 business days thereafter. (c) The Issuer and the Guarantors Company shall include indicate in a “"Plan of Distribution” " section contained in the Prospectus contained in the Exchange Offer Registration Statement and indicate therein that any Broker-Dealer who holds Notes that are Transfer Restricted Securities and that were acquired for the its own account of such Broker-Dealer as a result of market-making activities or other trading activities (other than Series A Notes Transfer Restricted Securities acquired directly from the Issuer or any of its AffiliatesCompany), may exchange such Transfer Restricted Securities Notes pursuant to the Exchange Offer. Such “Plan of Distribution” section shall also contain all other information with respect to such sales by such Broker-Dealers that the SEC may require in order to permit such sales pursuant thereto; however, but such “Plan of Distribution” shall not name any such Broker-Dealer or disclose the amount of Transfer Restricted Securities held by any such Broker-Dealer, except to the extent required by the SEC as a result of a change in policy, rules or regulations after the date of this Agreement. Because any such Broker-Dealer may be deemed to be an “"underwriter” " within the meaning of the Securities Act and must, therefore, deliver a prospectus meeting the requirements of the Securities Act in connection with any resales of the initial sale of any Series B Exchange Notes received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the Issuer and the Guarantors shall permit the use delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement Statement. Such "Plan of Distribution" section shall also contain all other information with respect to such resales by Broker-Dealers that the Commission may require in order to permit such resales pursuant thereto, but such "Plan of Distribution" shall not name any such Broker-Dealer or disclose the amount of Exchange Notes held by any such Broker-Dealer except to satisfy such prospectus delivery requirement. To the extent necessary to ensure that required by the Prospectus contained Commission as a result of a change in policy announced after the Exchange Offer Registration Statement is available for sales date of Series B Notes by Broker-Dealers, the Issuer and the Guarantors agree to this Agreement. The Company shall use all commercially reasonable its best efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented, supplemented and amended and current as required by and subject to the provisions of Section 6(a6(c) below to the extent necessary to ensure that it is available for resales of Exchange Notes acquired by Broker-Dealers for their own accounts as a result of market-making activities or other trading activities, and (c) and in conformity to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the SEC Commission as announced from time to time, for a period of 180 days from the Consummation Deadline or such shorter period as will terminate when all Transfer Restricted Securities covered by such date on which the Exchange Offer Registration Statement have been sold pursuant theretois declared effective. The Issuer and the Guarantors Company shall provide sufficient copies of the latest version of such Prospectus to such Broker-Dealers, Dealers promptly upon request, and in no event later than one day after such request, request at any time during such period180-day period in order to facilitate such resales.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by permissible under applicable law or SEC policyCommission policy (after the procedures set forth in Section 6(a) below have been complied with), the Issuer and the Guarantors Company shall (i) cause to be filed with the Commission as soon as practicable after the Closing Date, but in no event later than 120 days after the Closing Date, the Exchange Offer Registration Statement under the Securities Act relating to be filed with the SEC not later than 240 days after New Senior Notes and the Closing Date (such 240th day being the “Exchange Offer Filing Deadline”)Offer, (ii) use all commercially its reasonable best efforts to cause such Exchange Offer Registration Statement to be declared become effective by at the SEC not earliest possible time, but in no event later than 330 180 days after the Closing Date (such 330th day being the “Exchange Offer Effectiveness Deadline”)Date, and (iii) commence in connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) if applicable, file a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings, if any, in connection with the registration and qualification of the New Senior Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer promptly following and (iv) upon the declaration of effectiveness of such Exchange Offer Registration Statement Statement, commence and use all commercially reasonable efforts to Consummate the Exchange Offer on or prior to the date 30 Business Days (or longer if there is a change in the federal securities laws that requires an issuer exchange offer for its debt securities to remain open for more than 30 Business Days) after the Offer. The Exchange Offer Registration Statement is declared effective (such date being the “Consummation Deadline”). The Exchange Offer shall be on the appropriate form permitting (x) registration of the Series B New Senior Notes to be offered in exchange for the Series A Notes that are Transfer Restricted Securities and (y) resales to permit sales of Series B Notes Broker-Dealer Transfer Restricted Securities by Broker-Dealers that tendered into the Exchange Offer Series A Notes that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Series A Notes acquired directly from the Issuer or any of its Affiliates) as contemplated by Section 3(c)) below. (b) The Issuer and the Guarantors Company shall use all commercially its reasonable best efforts to cause the Exchange Offer Registration Statement to be effective continuously, continuously for a period of 30 days from the date on which the Exchange Offer Registration Statement is declared effective and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days. The Issuer and the Guarantors Company shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Series B Notes and related guarantees shall be included in the Exchange Offer Registration Statement. The Company shall use its reasonable best efforts to cause the Exchange Offer to be Consummated on the earliest practicable date after the Exchange Offer Registration Statement has become effective, but in no event later than 210 days after the Closing Date (the "Consummation Target Date"). (c) The Issuer and the Guarantors Company shall include a “"Plan of Distribution” " section in the Prospectus contained in the Exchange Offer Registration Statement and indicate therein that any Restricted Broker-Dealer who holds Senior Notes that are Transfer Restricted Securities that were acquired for the account of such Broker-Dealer as a result of market-making activities or other trading activities (other than Series A Notes acquired directly from the Issuer or any of its Affiliates), may exchange such Transfer Restricted Securities pursuant to the Exchange Offer. Such “Plan of Distribution” section shall also contain all other information with respect to such sales by such Broker-Dealers that the SEC may require in order to permit such sales pursuant thereto, but such “Plan of Distribution” shall not name any such Broker-Dealer or disclose the amount of Transfer Restricted Securities held by any such Broker-Dealer, except to the extent required by the SEC as a result of a change in policy, rules or regulations after the date of this Agreement. Because any such Broker-Dealer may be deemed to be an “underwriter” within the meaning of the Act and must, therefore, deliver a prospectus meeting the requirements of the Act in connection with the initial sale of any Series B Notes received by such Broker-Dealer in the Exchange Offer, the Issuer and the Guarantors shall permit the use of the Prospectus contained in the Exchange Offer Registration Statement by such Broker-Dealer to satisfy such prospectus delivery requirement. To the extent necessary to ensure that the Prospectus contained in the Exchange Offer Registration Statement is available for sales of Series B Notes by Broker-Dealers, the Issuer and the Guarantors agree to use all commercially reasonable efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented, amended and current as required by and subject to the provisions of Section 6(a) and (c) and in conformity with the requirements of this Agreement, the Act and the policies, rules and regulations of the SEC as announced from time to time, for a period of 180 days from the Consummation Deadline or such shorter period as will terminate when all Transfer Restricted Securities covered by such Registration Statement have been sold pursuant thereto. The Issuer and the Guarantors shall provide sufficient copies of the latest version of such Prospectus to such Broker-Dealers, promptly upon request, and in no event later than one day after such request, at any time during such period.that

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by permissible under applicable law or SEC policyCommission policy (after the procedures set forth in Section 6(a) below have been complied with), the Issuer Company and the Guarantors Guarantor shall (i) cause the Exchange Offer Registration Statement to be filed with the SEC not Commission as soon as practicable after the Closing Date, but in no event later than 240 90 days after the Closing Date (such 240th day being Date, a Registration Statement under the “Securities Act relating to the Exchange Offer Filing Deadline”)Notes and the Exchange Offer, (ii) use all commercially their reasonable best efforts to cause such Exchange Offer Registration Statement to be declared become effective by at the SEC not earliest possible time, but in no event later than 330 150 days after the Closing Date Date, (iii) in connection with the foregoing, file (A) all pre-effective amendments to such 330th day being Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) 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 qualification of the Exchange Offer Effectiveness Deadline”)Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iiiiv) upon the effectiveness of such Registration Statement, commence the Exchange Offer promptly following the declaration of effectiveness of such Exchange Offer Registration Statement and use all commercially reasonable efforts to Consummate the Exchange Offer on or prior to the date 30 Business Days (or longer if there is a change in the federal securities laws that requires an issuer exchange offer for its debt securities to remain open for more than 30 Business Days) after the Exchange Offer Registration Statement is declared effective (such date being the “Consummation Deadline”)Offer. The Exchange Offer shall be on the appropriate form permitting (x) registration of the Series B Exchange Notes to be offered in exchange for the Series A Notes that are Transfer Restricted Securities and (y) to permit resales of Series B Notes held by Broker-Dealers that tendered into the Exchange Offer Series A Notes that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Series A Notes acquired directly from the Issuer or any of its Affiliates) as contemplated by Section 3(c) below. Pursuant to the Exchange Offer the Initial Notes will be exchanged for Exchange Notes, identical (including as to CUSIP numbers) to the Exchange Notes (as defined under the Old Registration Rights Agreement). (b) The Issuer and the Guarantors Company shall use all commercially reasonable efforts to cause the Exchange Offer Registration Statement to be effective continuously, continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Daysbusiness days after the date notice of the Exchange Offer is mailed to the Holders. The Issuer and the Guarantors Company shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Series B Notes and related guarantees shall be included in the Exchange Offer Registration Statement. The Company shall use its reasonable best efforts to cause the Exchange Offer to be Consummated on the earliest practicable date after the Exchange Offer Registration Statement has become effective, but in no event later than 30 business days after the Exchange Offer Registration Statement has become effective. (c) The Issuer and the Guarantors Company shall include indicate in a “Plan of Distribution” section contained in the Prospectus contained in forming a part of the Exchange Offer Registration Statement and indicate therein that any Broker-Dealer who holds Initial Notes that are Transfer Restricted Securities and that were acquired for the its own account of such Broker-Dealer as a result of market-making activities or other trading activities (other than Series A Notes Transfer Restricted Securities acquired directly from the Issuer or any of its AffiliatesCompany), may exchange such Transfer Restricted Securities Initial Notes pursuant to the Exchange Offer; however, such Broker-Dealer may be deemed to be an “underwriter” within the meaning of the Securities Act and must, therefore, deliver a prospectus meeting the requirements of the Securities Act in connection with any resales of the Exchange Notes received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement. Such “Plan of Distribution” section shall also contain all other information with respect to such sales resales by such Broker-Dealers that the SEC Commission may require in order to permit such sales resales pursuant thereto, but such “Plan of Distribution” shall not name any such Broker-Dealer or disclose the amount of Transfer Restricted Securities Notes held by any such Broker-Dealer, Dealer except to the extent required by applicable law, regulation or the SEC Commission as a result of a change in policy, rules or regulations policy after the date of this Agreement. Because any such Broker-Dealer may be deemed to be an “underwriter” within the meaning of the Act and must, therefore, deliver a prospectus meeting the requirements of the Act in connection with the initial sale of any Series B Notes received by such Broker-Dealer in the Exchange Offer, the Issuer The Company and the Guarantors shall permit the use of the Prospectus contained in the Exchange Offer Registration Statement by such Broker-Dealer to satisfy such prospectus delivery requirement. To the extent necessary to ensure that the Prospectus contained in the Exchange Offer Registration Statement is available for sales of Series B Notes by Broker-Dealers, the Issuer and the Guarantors agree to use all commercially their reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented, supplemented and amended and current as required by and subject to the provisions of Section 6(a6(c) below to the extent necessary to ensure that it is available for resales of Notes acquired by Broker-Dealers for their own accounts as a result of market-making activities or other trading activities, and (c) and in conformity to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the SEC Commission as announced from time to time, for a period ending on the earlier of 180 (i) 365 days from the Consummation Deadline or such shorter period as will terminate when all Transfer Restricted Securities covered by such date on which the Exchange Offer Registration Statement have been sold pursuant theretois declared effective and (ii) the date on which a Broker-Dealer is no longer required to deliver a prospectus in connection with market-making or other trading activities. The Issuer and the Guarantors Company shall provide sufficient copies of the latest version of such Prospectus to such Broker-Dealers, Dealers promptly upon request, and in no event later than one day after such request, request at any time during such period365-day (or shorter as provided in the foregoing sentence) period in order to facilitate such resales.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by applicable federal law or SEC policy(after the procedures set forth in Section 6(a)(i) below have been complied with), the Issuer and the Guarantors Company shall (i) cause the Exchange Offer Registration Statement to be filed with the SEC not Commission as soon as practicable after the Closing Date, but in no event later than 240 90 days after the Closing Date (such 240th day being Date, the “Exchange Offer Filing Deadline”)Registration Statement, (ii) use all commercially reasonable its best efforts to cause such Exchange Offer Registration Statement to be declared become effective by at the SEC not earliest possible time, but in no event later than 330 150 days after the Closing Date Date, (iii) in connection with the foregoing, (A) file all pre-effective amendments to such 330th day being the “Exchange Offer Effectiveness Deadline”)Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Act and (C) cause all necessary filings, if any, in connection with the registration and qualification of the Series B Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iiiiv) commence upon the Exchange Offer promptly following the declaration of effectiveness of such Exchange Offer Registration Statement Statement, commence and use all commercially reasonable efforts to Consummate the Exchange Offer on or prior to the date 30 Business Days (or longer if there is a change in the federal securities laws that requires an issuer exchange offer for its debt securities to remain open for more than 30 Business Days) after the Exchange Offer Registration Statement is declared effective (such date being the “Consummation Deadline”)Offer. The Exchange Offer shall be on the appropriate form permitting (x) registration of the Series B Notes to be offered in exchange for the Series A Notes that are Transfer Restricted Securities and (y) resales to permit sales of Series B Notes Broker-Dealer Transfer Restricted Securities by Restricted Broker-Dealers that tendered into the Exchange Offer Series A Notes that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Series A Notes acquired directly from the Issuer or any of its Affiliates) as contemplated by Section 3(c)) below. (b) The Issuer and the Guarantors Company shall use all commercially reasonable its best efforts to cause the Exchange Offer Registration Statement to be effective continuously, and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; providedPROVIDED, howeverHOWEVER, that in no event shall such period be less than 20 Business Days. The Issuer and the Guarantors Company shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Series B Notes and related guarantees shall be included in the Exchange Offer Registration Statement. The Company shall use its best efforts to cause the Exchange Offer to be Consummated on the earliest practicable date after the Exchange Offer Registration Statement has become effective, but in no event later than 180 days after the Closing Date. (c) The Issuer and the Guarantors Company shall include a “"Plan of Distribution” " section in the Prospectus contained in the Exchange Offer Registration Statement and indicate therein that any Restricted Broker-Dealer who holds Series A Notes that are Transfer Restricted Securities and that were acquired for the account of such Broker-Dealer as a result of market-making activities or other trading activities activities, may exchange such Series A Notes (other than Series A Notes Transfer Restricted Securities acquired directly from the Issuer Company or any Affiliate of its Affiliates), may exchange such Transfer Restricted Securities the Company) pursuant to the Exchange Offer. Such “Plan of Distribution” section shall also contain all other information with respect to such sales by such Broker-Dealers that the SEC may require in order to permit such sales pursuant thereto; however, but such “Plan of Distribution” shall not name any such Broker-Dealer or disclose the amount of Transfer Restricted Securities held by any such Broker-Dealer, except to the extent required by the SEC as a result of a change in policy, rules or regulations after the date of this Agreement. Because any such Broker-Dealer may be deemed to be an “"underwriter” " within the meaning of the Act and must, therefore, deliver a prospectus meeting the requirements of the Act in connection with the its initial sale of any each Series B Notes Note received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the Issuer and the Guarantors shall permit the use delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement Statement. Such "Plan of Distribution" section shall also contain all other information with respect to such sales of Broker-Dealer Transfer Restricted Securities by Restricted Broker-Dealers that the Commission may require in order to permit such sales pursuant thereto, but such "Plan of Distribution" shall not name any such Broker-Dealer or disclose the amount of Notes held by any such Broker-Dealer, except to satisfy such prospectus delivery requirement. To the extent necessary to ensure that required by the Prospectus contained Commission as a result of a change in policy after the Exchange Offer Registration Statement is available for sales date of Series B Notes by Broker-Dealers, the Issuer and the Guarantors agree to this Agreement. The Company shall use all commercially reasonable its best efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented, supplemented and amended and current as required by and subject to the provisions of Section 6(a6(c) below to the extent necessary to ensure that it is available for sales of Broker-Dealer Transfer Restricted Securities by Restricted Broker-Dealers, and (c) and in conformity to ensure that such Registration Statement conforms with the requirements of this Agreement, the Act and the policies, rules and regulations of the SEC Commission as announced from time to time, for a period of 180 days from the Consummation Deadline or such shorter period as will terminate when all Transfer Restricted Securities covered by such Registration Statement have been sold pursuant theretodate on which the Exchange Offer is Consummated. The Issuer and the Guarantors Company shall promptly provide sufficient copies of the latest version of such Prospectus to such Restricted Broker-Dealers, Dealers promptly upon request, and in no event later than one day after such request, at any time during such periodone-year period in order to facilitate such sales.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by permissible under applicable law or SEC policyCommission policy (after the procedures set forth in Section 6(a) below have been complied with), the Issuer Company and the Guarantors shall (i) cause the Exchange Offer Registration Statement to be filed with the SEC not Commission as soon as practicable after the Closing Date, but in no event later than 240 60 days after the Closing Date (such 240th day being Date, a Registration Statement under the “Act relating to the Series B Notes and the Exchange Offer Filing Deadline”)Offer, (ii) use all commercially reasonable their best efforts to cause such Exchange Offer Registration Statement to be declared become effective by at the SEC not earliest possible time, but in no event later than 330 150 days after the Closing Date Date, (iii) in connection with the foregoing, file (A) all pre-effective amendments to such 330th day being Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the “Act and (C) cause all necessary filings in connection with the registration and qualification of the Series B Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer Effectiveness Deadline”)Offer, and (iiiiv) upon the effectiveness of such Registration Statement, commence the Exchange Offer promptly following the declaration of effectiveness of such Exchange Offer Registration Statement and use all commercially reasonable efforts to Consummate the Exchange Offer on or prior to the date 30 Business Days (or longer if there is a change in the federal securities laws that requires an issuer exchange offer for its debt securities to remain open for more than 30 Business Days) after the Exchange Offer Registration Statement is declared effective (such date being the “Consummation Deadline”)Offer. The Exchange Offer shall be on the appropriate form permitting (x) registration of the Series B Notes to be offered in exchange for the Series A Notes that are Transfer Restricted Securities and (y) to permit resales of Series B Senior Notes held by Broker-Dealers that tendered into the Exchange Offer Series A Notes that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Series A Notes acquired directly from the Issuer or any of its Affiliates) as contemplated by Section 3(c)) below. (b) The Issuer and the Guarantors Company shall use all commercially reasonable efforts to cause the Exchange Offer Registration Statement to be effective continuously, continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Daysbusiness days. The Issuer and the Guarantors Company shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Series B Senior Notes and related guarantees shall be included in the Exchange Offer Registration Statement. The Company shall use its best efforts to cause the Exchange Offer to be Consummated on the earliest practicable date after the Exchange Offer Registration Statement has become effective, but in no event later than 30 business days thereafter. (c) The Issuer and the Guarantors Company shall include indicate in a “"Plan of Distribution” " section contained in the Prospectus contained in the Exchange Offer Registration Statement and indicate therein that any Broker-Dealer who holds Series A Notes that are Transfer Restricted Securities and that were acquired for the its own account of such Broker-Dealer as a result of market-making activities or other trading activities (other than Series A Notes Transfer Restricted Securities acquired directly from the Issuer or any of its AffiliatesCompany), may exchange such Transfer Restricted Securities Series A Notes pursuant to the Exchange Offer. Such “Plan of Distribution” section shall also contain all other information with respect to such sales by such Broker-Dealers that the SEC may require in order to permit such sales pursuant thereto; however, but such “Plan of Distribution” shall not name any such Broker-Dealer or disclose the amount of Transfer Restricted Securities held by any such Broker-Dealer, except to the extent required by the SEC as a result of a change in policy, rules or regulations after the date of this Agreement. Because any such Broker-Dealer may be deemed to be an “"underwriter” " within the meaning of the Act and must, therefore, deliver a prospectus meeting the requirements of the Act in connection with any resales of the initial sale of any Series B Notes received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the Issuer and the Guarantors shall permit the use delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement Statement. Such "Plan of Distribution" section shall also contain all other information with respect to such resales by Broker-Dealers that the Commission may require in order to permit such resales pursuant thereto, but such "Plan of Distribution" shall not name any such Broker-Dealer or disclose the amount of Senior Notes held by any such Broker-Dealer except to satisfy such prospectus delivery requirement. To the extent necessary to ensure that required by the Prospectus contained Commission as a result of a change in policy after the Exchange Offer Registration Statement is available for sales date of Series B Notes by Broker-Dealers, the Issuer this Agreement. The Company and the Guarantors agree to shall use all commercially reasonable their best efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented, supplemented and amended and current as required by and subject to the provisions of Section 6(a6(c) below to the extent necessary to ensure that it is available for resales of Senior Notes acquired by Broker-Dealers for their own accounts as a result of market-making activities or other trading activities, and (c) and in conformity to ensure that it conforms with the requirements of this Agreement, the Act and the policies, rules and regulations of the SEC Commission as announced from time to time, for a period of 180 days one year from the Consummation Deadline or such shorter period as will terminate when all Transfer Restricted Securities covered by such date on which the Exchange Offer Registration Statement have been sold pursuant theretois declared effective. The Issuer and the Guarantors Company shall provide sufficient copies of the latest version of such Prospectus to such Broker-Dealers, Dealers promptly upon request, and in no event later than one day after such request, request at any time during such periodone-year period in order to facilitate such resales.

Registered Exchange Offer. (a) Unless the Exchange Offer Offers shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) below have been complied with), the Company and the Guarantors shall (i) use commercially reasonable efforts to file with the Commission on or prior to 120 days after the Closing Date, a Registration Statement under the Securities Act relating to the Exchange Notes of each series and the Exchange Offers, (ii) use their commercially reasonable efforts to cause such Registration Statement to become effective at the earliest possible time, but in no event later than 210 days after the Closing Date, (iii) in connection with the foregoing, file (A) all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) 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 qualification of the Exchange Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Registration Statement, commence the Exchange Offers (unless the Exchange Offers would not be permitted by applicable law or SEC Commission policy, the Issuer and the Guarantors shall (i) cause the Exchange Offer Registration Statement to be filed with the SEC not later than 240 days after the Closing Date (such 240th day being the “Exchange Offer Filing Deadline”), (ii) use all commercially reasonable efforts to cause such Exchange Offer Registration Statement to be declared effective by the SEC not later than 330 days after the Closing Date (such 330th day being the “Exchange Offer Effectiveness Deadline”), and (iii) commence the Exchange Offer promptly following the declaration of effectiveness of such Exchange Offer Registration Statement and use all commercially reasonable efforts to Consummate the Exchange Offer on or prior to the date 30 Business Days (or longer if there is a change in the federal securities laws that requires an issuer exchange offer for its debt securities to remain open for more than 30 Business Days) after the Exchange Offer Registration Statement is declared effective (such date being the “Consummation Deadline”). The Exchange Offer Registration Statement shall be on the appropriate form permitting (x) registration of the Series B Exchange Notes to be offered in exchange for the Series A Notes that are Transfer Restricted Securities of each series and (y) to permit resales of Series B Notes held by Broker-Dealers that tendered into the Exchange Offer Series A Notes that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Series A Notes acquired directly from the Issuer or any of its Affiliates) as contemplated by Section 3(c)) below. (b) The Issuer Company and the Guarantors shall use all commercially reasonable efforts to cause the Exchange Offer Registration Statement to be effective continuously, continuously and shall keep the each Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Daysbusiness days (as defined in SEC rules) after the date notice of such Exchange Offer is mailed to the Holders. The Issuer Company and the Guarantors shall cause the each Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Series B Notes (and related guarantees thereof) shall be included in the Exchange Offer Registration Statement. The Company and the Guarantors shall use their commercially reasonable efforts to cause the Exchange Offer to be Consummated on or prior to 30 Business Days after the Effectiveness Target Date for such Exchange Offer Registration Statement. (c) The Issuer and the Guarantors Company shall include indicate in a “Plan of Distribution” section contained in the Prospectus contained in forming a part of the Exchange Offer Registration Statement and indicate therein that any Broker-Dealer who holds Initial Notes that are Transfer Restricted Securities and that were acquired for the its own account of such Broker-Dealer as a result of market-making activities or other trading activities (other than Series A Notes Transfer Restricted Securities acquired directly from the Issuer or any of its AffiliatesCompany), may exchange such Transfer Restricted Securities Initial Notes pursuant to the Exchange Offer. Such “Plan of Distribution” section shall also contain all other information with respect to such sales by such Broker-Dealers that the SEC may require in order to permit such sales pursuant thereto; however, but such “Plan of Distribution” shall not name any such Broker-Dealer or disclose the amount of Transfer Restricted Securities held by any such Broker-Dealer, except to the extent required by the SEC as a result of a change in policy, rules or regulations after the date of this Agreement. Because any such Broker-Dealer may be deemed to be an “underwriter” within the meaning of the Act and must, therefore, deliver a prospectus meeting the requirements of the Act in connection with the initial sale of any Series B Notes received by such Broker-Dealer in the Exchange Offer, the Issuer and the Guarantors shall permit the use of the Prospectus contained in the Exchange Offer Registration Statement by such Broker-Dealer to satisfy such prospectus delivery requirement. To the extent necessary to ensure that the Prospectus contained in the Exchange Offer Registration Statement is available for sales of Series B Notes by Broker-Dealers, the Issuer and the Guarantors agree to use all commercially reasonable efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented, amended and current as required by and subject to the provisions of Section 6(a) and (c) and in conformity with the requirements of this Agreement, the Act and the policies, rules and regulations of the SEC as announced from time to time, for a period of 180 days from the Consummation Deadline or such shorter period as will terminate when all Transfer Restricted Securities covered by such Registration Statement have been sold pursuant thereto. The Issuer and the Guarantors shall provide sufficient copies of the latest version of such Prospectus to such Broker-Dealers, promptly upon request, and in no event later than one day after such request, at any time during such period.an

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by applicable law or SEC Commission policy, the Issuer Company and the Guarantors shall (i) cause the Exchange Offer Registration Statement to be filed file with the SEC not later than 240 Commission on or prior to 60 days after the Closing Date (such 240th day being Issue Date, a Registration Statement under the “Act relating to the Series B Notes, the Subsidiary Guarantees and the Exchange Offer Filing Deadline”)Offer, (ii) use all commercially reasonable their best efforts to cause have such Exchange Offer Registration Statement to be declared effective by the SEC not later than 330 Commission under the Act on or prior to 120 days after the Closing Date (such 330th day being the “Exchange Offer Effectiveness Deadline”)Issue Date, and (iii) commence the Exchange Offer promptly following and use their best efforts to issue, on or prior to 180 days after the declaration Issue Date, Series B Notes in exchange for all Series A Notes validly tendered prior thereto in the Exchange Offer. In connection with the foregoing, the Company and the Guarantors shall file (A) all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Act and (C) cause all necessary filings in connection with the registration and qualification of effectiveness the Series B Notes and the Subsidiary Guarantees to be made under the Blue Sky laws of such jurisdictions as are necessary to permit the Exchange Offer to be Consummated. The Exchange Offer Registration Statement and use all commercially reasonable efforts to Consummate the Exchange Offer on or prior to the date 30 Business Days (or longer if there is a change in the federal securities laws that requires an issuer exchange offer for its debt securities to remain open for more than 30 Business Days) after the Exchange Offer Registration Statement is declared effective (such date being the “Consummation Deadline”). The Exchange Offer shall be on the appropriate form under the Act permitting (x) registration of the Series B Notes to be offered in exchange for the Series A Notes that are Transfer Restricted Securities and (y) to permit resales of the Series B Notes held by Broker-Dealers that tendered into the Exchange Offer Series A Notes that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Series A Notes acquired directly from the Issuer or any of its Affiliates) as contemplated by Section 3(c)) below. The Exchange Offer shall not be subject to any condition, other than that the Exchange Offer does not violate any applicable law or Commission policy. (b) The Issuer Company and the Guarantors shall use all commercially reasonable efforts to cause the Exchange Offer Registration Statement to be effective continuously, continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Daysbusiness days. The Issuer Company and the Guarantors shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Series B Notes and related guarantees the Subsidiary Guarantees shall be included in the Exchange Offer Registration Statement. The Company and the Guarantors shall use their best efforts to cause the Exchange Offer to be Consummated on the earliest practicable date after the Exchange Offer Registration Statement has become effective, but in any event on or prior to 180 days after the Issue Date. (c) The Issuer Company and the Guarantors shall include indicate in a “"Plan of Distribution” " section in the Prospectus contained in the Exchange Offer Registration Statement and indicate therein that any Broker-Dealer who holds Notes that are Transfer Restricted Securities and that were acquired for the its own account of such Broker-Dealer as a result of market-making activities or other trading activities (other than Series A Notes acquired directly from the Issuer or any of its Affiliates), may exchange such Transfer Restricted Securities pursuant to the Exchange Offer. Such “Plan of Distribution” section shall also contain all other information with respect to such sales by such Broker-Dealers that the SEC may require in order to permit such sales pursuant thereto, but such “Plan of Distribution” shall not name any such Broker-Dealer or disclose the amount of Transfer Restricted Securities held by any such Broker-Dealer, except to the extent required by the SEC as a result of a change in policy, rules or regulations after the date of this Agreement. Because any such Broker-Dealer may be deemed to be an “underwriter” within the meaning of the Act and must, therefore, deliver a prospectus meeting the requirements of the Act in connection with the initial sale of any Series B Notes received by such Broker-Dealer in the Exchange Offer, the Issuer and the Guarantors shall permit the use of the Prospectus contained in the Exchange Offer Registration Statement by such Broker-Dealer to satisfy such prospectus delivery requirement. To the extent necessary to ensure that the Prospectus contained in the Exchange Offer Registration Statement is available for sales of Series B Notes by Broker-Dealers, the Issuer and the Guarantors agree to use all commercially reasonable efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented, amended and current as required by and subject to the provisions of Section 6(a) and (c) and in conformity with the requirements of this Agreement, the Act and the policies, rules and regulations of the SEC as announced from time to time, for a period of 180 days from the Consummation Deadline or such shorter period as will terminate when all Transfer Restricted Securities covered by such Registration Statement have been sold pursuant thereto. The Issuer and the Guarantors shall provide sufficient copies of the latest version of such Prospectus to such Broker-Dealers, promptly upon request, and in no event later than one day after such request, at any time during such period.acquired

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by permissible under applicable law or SEC policyCommission policy (after the procedures set forth in Section 6(a) hereof have been complied with), each of the Issuer Company and the Guarantors shall (i) cause the Exchange Offer Registration Statement to be filed with the SEC not Commission as soon as practicable after the Closing Date, but in no event later than 240 210 days after the Closing Date (or if such 240th 210th day being is not a Business Day, the “next succeeding Business Day), a Registration Statement under the Securities Act relating to the Exchange Offer Filing Deadline”)Securities and the Exchange Offer, (ii) use all commercially reasonable its best efforts to cause such Exchange Offer Registration Statement to be declared become effective by at the SEC not earliest possible time, but in no event later than 330 270 days after the Closing Date (or if such 330th 270th day being is not a Business Day, the “next succeeding Business Day), (iii) in connection with the foregoing, file (A) all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) 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 qualification of the Exchange Offer Effectiveness Deadline”)Securities to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iiiiv) upon the effectiveness of such Registration Statement, commence the Exchange Offer promptly following the declaration of effectiveness of such Exchange Offer Registration Statement and use all commercially reasonable efforts to Consummate the Exchange Offer on or prior to the date 30 Business Days (or longer if there is a change in the federal securities laws that requires an issuer exchange offer for its debt securities to remain open for more than 30 Business Days) after the Exchange Offer Registration Statement is declared effective (such date being the “Consummation Deadline”)Offer. The Exchange Offer shall be on the appropriate form permitting (x) registration of the Series B Notes Exchange Securities to be offered in exchange for the Series A Notes that are Transfer Restricted Securities and (y) to permit resales of Series B Notes Initial Securities held by Broker-Dealers that tendered into the Exchange Offer Series A Notes that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Series A Notes acquired directly from the Issuer or any of its Affiliates) as contemplated by Section 3(c)) hereof. (b) The Issuer Company and the Guarantors shall use all commercially reasonable efforts to cause the Exchange Offer Registration Statement to be effective continuously, continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days30 days after the date notice of the Exchange Offer is mailed to the Holders. The Issuer and the Guarantors Company shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Series B Notes and related guarantees Exchange Securities shall be included in the Exchange Offer Registration Statement. The Company shall use its best efforts to cause the Exchange Offer to be Consummated on the earliest practicable date after the Exchange Offer Registration Statement has become effective, but in no event later than 300 days after the Closing Date (or if such 300th day is not a Business Day, the next succeeding Business Day). (c) The Issuer and the Guarantors Company shall include indicate in a “Plan of Distribution” section contained in the Prospectus contained in forming a part of the Exchange Offer Registration Statement and indicate therein that any Broker-Dealer who holds Initial Securities that are Transfer Restricted Securities and that were acquired for the its own account of such Broker-Dealer as a result of market-making activities or other trading activities (other than Series A Notes Transfer Restricted Securities acquired directly from the Issuer or any of its AffiliatesCompany), may exchange such Transfer Restricted Initial Securities pursuant to the Exchange Offer; however, such Broker-Dealer may be deemed to be an “underwriter” within the meaning of the Securities Act and must, therefore, deliver a prospectus meeting the requirements of the Securities Act in connection with any resales of the Exchange Securities received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement. Such “Plan of Distribution” section shall also contain all other information with respect to such sales resales by such Broker-Dealers that the SEC Commission may require in order to permit such sales resales pursuant thereto, but such “Plan of Distribution” shall not name any such Broker-Dealer or disclose the amount of Transfer Restricted Initial Securities held by any such Broker-Dealer, Dealer except to the extent required by the SEC Commission as a result of a change in policy, rules or regulations policy after the date of this Agreement. Because any such Broker-Dealer may be deemed to be an “underwriter” within the meaning Each of the Act and must, therefore, deliver a prospectus meeting the requirements of the Act in connection with the initial sale of any Series B Notes received by such Broker-Dealer in the Exchange Offer, the Issuer Company and the Guarantors shall permit the use of the Prospectus contained in the Exchange Offer Registration Statement by such Broker-Dealer to satisfy such prospectus delivery requirement. To the extent necessary to ensure that the Prospectus contained in the Exchange Offer Registration Statement is available for sales of Series B Notes by Broker-Dealers, the Issuer and the Guarantors agree to use all commercially reasonable its best efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented, supplemented and amended and current as required by and subject to the provisions of Section 6(a6(c) hereof to the extent necessary to ensure that it is available for resales of Initial Securities acquired by Broker-Dealers for their own accounts as a result of market-making activities or other trading activities, and (c) and in conformity to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the SEC Commission as announced from time to time, for a period ending on the earlier of (i) 180 days from the Consummation Deadline or such shorter period as will terminate when all Transfer Restricted Securities covered by such date on which the Exchange Offer Registration Statement have been sold pursuant theretois declared effective and (ii) the date on which a Broker-Dealer is no longer required to deliver a prospectus in connection with market-making or other trading activities. The Issuer and the Guarantors Company shall provide sufficient copies of the latest version of such Prospectus to such Broker-Dealers, Dealers promptly upon request, and in no event later than one day after such request, request at any time during such period180-day (or shorter as provided in the foregoing sentence) period in order to facilitate such resales.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by permissible under applicable law or SEC policyCommission policy (after the procedures set forth in Section 6(a) below have been complied with), the Issuer Company and the Guarantors Guarantor shall (i) cause the Exchange Offer Registration Statement to be filed with the SEC not Commission as soon as practicable after the Closing Date, but in no event later than 240 60 days after the Closing Date (such 240th day being Date, a Registration Statement under the “Act relating to the Series B Notes and the Exchange Offer Filing Deadline”)Offer, (ii) use all commercially reasonable their best efforts to cause such Exchange Offer Registration Statement to be declared become effective by at the SEC not earliest possible time, but in no event later than 330 100 days after the Closing Date Date, (iii) in connection with the foregoing, file (A) all pre-effective amendments to such 330th day being Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the “Act and (C) cause all necessary filings in connection with the registration and qualification of the Series B Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer Effectiveness Deadline”)Offer, and (iiiiv) commence upon the Exchange Offer promptly following the declaration of effectiveness of such Exchange Offer Registration Statement and use all commercially reasonable efforts to Consummate Statement, continence the Exchange Offer on or prior to the date 30 Business Days (or longer if there is a change in the federal securities laws that requires an issuer exchange offer for its debt securities to remain open for more than 30 Business Days) after the Exchange Offer Registration Statement is declared effective (such date being the “Consummation Deadline”)Offer. The Exchange Offer shall be on the appropriate form permitting (x) registration of the Series B Notes to be offered in exchange for the Series A Notes that are Transfer Restricted Securities and (y) to permit resales of Series B Notes held by Broker-Dealers that tendered into the Exchange Offer Series A Notes that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Series A Notes acquired directly from the Issuer or any of its Affiliates) as contemplated by Section 3(c)) below. (b) The Issuer and the Guarantors Company shall use all commercially reasonable efforts to cause the Exchange Offer Registration Statement to be effective continuously, continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Daysbusiness days. The Issuer and the Guarantors Company shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Series B Notes and related guarantees shall be included in the Exchange Offer Registration Statement. The Company shall use its best efforts to cause the Exchange Offer to be Consummated on the earliest practicable date after the Exchange Offer Registration Statement has become effective, but in no event later than 30 business days thereafter. (c) The Issuer and the Guarantors Company shall include indicate in a “"Plan of Distribution” " section contained in the Prospectus contained in the Exchange Offer Registration Statement and indicate therein that any Broker-Dealer who holds Series A Notes that are Transfer Restricted Securities and that were acquired for the its own account of such Broker-Dealer as a result of market-making activities or other trading activities (other than Series A Notes Transfer Restricted Securities acquired directly from the Issuer or any of its AffiliatesCompany), may exchange such Transfer Restricted Securities Series A Notes pursuant to the Exchange Offer. Such “Plan of Distribution” section shall also contain all other information with respect to such sales by such Broker-Dealers that the SEC may require in order to permit such sales pursuant thereto; however, but such “Plan of Distribution” shall not name any such Broker-Dealer or disclose the amount of Transfer Restricted Securities held by any such Broker-Dealer, except to the extent required by the SEC as a result of a change in policy, rules or regulations after the date of this Agreement. Because any such Broker-Dealer may be deemed to be an “"underwriter” " within the meaning of the Act and must, therefore, deliver a prospectus meeting the requirements of the Act in connection with any resales of the initial sale of any Series B Notes received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the Issuer and the Guarantors shall permit the use delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement Statement. Such "Plan of Distribution" section shall also contain all other information with respect to such resales by Broker-Dealers that the Commission may require in order to permit such resales pursuant thereto, but such "Plan of Distribution" shall not name any such Broker-Dealer or disclose the amount of Notes held by any such Broker-Dealer except to satisfy such prospectus delivery requirement. To the extent necessary to ensure that required by the Prospectus contained Commission as a result of a change in policy after the Exchange Offer Registration Statement is available for sales date of Series B Notes by Broker-Dealers, the Issuer this Agreement. The Company and the Guarantors agree to Guarantor shall use all commercially reasonable their best efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented, supplemented and amended and current as required by and subject to the provisions of Section 6(a6(c) below to the extent necessary to ensure that it is available for resales of Notes acquired by Broker-Dealers for their own accounts as a result of market-making activities or other trading activities, and (c) and in conformity to ensure that it conforms with the requirements of this Agreement, the Act and the policies, rules and regulations of the SEC Commission as announced from time to time, for a period of 180 days one year from the Consummation Deadline or such shorter period as will terminate when all Transfer Restricted Securities covered by such date on which the Exchange Offer Registration Statement have been sold pursuant theretois declared effective. The Issuer and the Guarantors Company shall provide sufficient copies of the latest version of such Prospectus to such Broker-Dealers, Dealers promptly upon request, and in no event later than one day after such request, request at any time during such periodone-year period in order to facilitate such resales.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by permissible under applicable law or SEC policyCommission policy (after the procedures set forth in Section 6(a) below have been complied with), the Issuer Issuers and the Guarantors shall (i) cause the Exchange Offer Registration Statement to be filed with the SEC not Commission as soon as practicable after the Closing Date, but in no event later than 240 60 days after the Closing Date (such 240th day being Date, the “Exchange Offer Filing Deadline”)Registration Statement, (ii) use all commercially reasonable their best efforts to cause such Exchange Offer Registration Statement to be declared become effective by at the SEC not earliest possible time, but in no event later than 330 150 days after the Closing Date Date, (iii) in connection with the foregoing, file (A) all pre-effective amendments to such 330th day being the “Exchange Offer Effectiveness Deadline”)Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Act and (C) cause all necessary filings in connection with the registration and qualification of the Series B Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iiiiv) commence upon the Exchange Offer promptly following the declaration of effectiveness of such Exchange Offer Registration Statement Statement, commence and use all commercially reasonable efforts to Consummate the Exchange Offer on or prior to the date 30 Business Days (or longer if there is a change in the federal securities laws that requires an issuer exchange offer for its debt securities to remain open for more than 30 Business Days) after the Exchange Offer Registration Statement is declared effective (such date being the “Consummation Deadline”)Offer. The Exchange Offer shall be on the appropriate form permitting (x) registration of the Series B Notes to be offered in exchange for the Series A Notes that are Transfer Restricted Securities and (y) to permit resales of Series B Notes held by Broker-Dealers that tendered into the Exchange Offer Series A Notes that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Series A Notes acquired directly from the Issuer or any of its Affiliates) as contemplated by Section 3(c)) below. (b) The Issuer and the Guarantors Issuers shall use all commercially reasonable efforts to cause the Exchange Offer Registration Statement to be effective continuously, continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Daysbusiness days. The Issuer and the Guarantors Issuers shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Series B Notes and related guarantees shall be included in the Exchange Offer Registration Statement. The Issuers shall use their best efforts to cause the Exchange Offer to be Consummated on the earliest practicable date after the Exchange Offer Registration Statement has become effective, but in no event later than 30 business days thereafter. (c) The Issuer and the Guarantors Issuers shall include a “"Plan of Distribution” " section in the Prospectus contained in the Exchange Offer Registration Statement and indicate therein that any Broker-Dealer who holds Series A Notes that are Transfer Restricted Securities and that were acquired for the its own account of such Broker-Dealer as a result of market-making activities or other trading activities (other than Series A Notes Transfer Restricted Securities acquired directly from the Issuer or any of its Affiliates), Issuers) may exchange such Transfer Restricted Securities Series A Notes pursuant to the Exchange Offer. Such “Plan of Distribution” section shall also contain all other information with respect to such sales by such Broker-Dealers that the SEC may require in order to permit such sales pursuant thereto; however, but such “Plan of Distribution” shall not name any such Broker-Dealer or disclose the amount of Transfer Restricted Securities held by any such Broker-Dealer, except to the extent required by the SEC as a result of a change in policy, rules or regulations after the date of this Agreement. Because any such Broker-Dealer may be deemed to be an “"underwriter” " within the meaning of the Act and must, therefore, deliver a prospectus meeting the requirements of the Act in connection with any resales of the initial sale of any Series B Notes received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the Issuer and the Guarantors shall permit the use delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement Statement. Such "Plan of Distribution" section shall also contain all other information with respect to such resales by Broker-Dealers that the Commission may require in order to permit such resales pursuant thereto, but such "Plan of Distribution" shall not name any such Broker-Dealer or disclose the amount of Notes held by any such Broker-Dealer except to satisfy such prospectus delivery requirement. To the extent necessary to ensure that required by the Prospectus contained Commission as a result of a change in policy after the Exchange Offer Registration Statement is available for sales date of Series B Notes by Broker-Dealers, the Issuer this Agreement. The Issuers and the Guarantors agree to shall use all commercially reasonable their best efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented, supplemented and amended and current as required by and subject to the provisions of Section 6(a6(c) below to the extent necessary to ensure that it is available for resales of Notes acquired by Broker-Dealers for their own accounts as a result of market-making activities or other trading activities, and (c) and in conformity to ensure that it conforms with the requirements of this Agreement, the Act and the policies, rules and regulations of the SEC Commission as announced from time to time, for a period of 180 days one year from the Consummation Deadline or such shorter period as will terminate when all Transfer Restricted Securities covered by such date on which the Exchange Offer Registration Statement have been sold pursuant theretois declared effective. The Issuer and the Guarantors Issuers shall provide sufficient copies of the latest version of such Prospectus to such Broker-Dealers, Dealers promptly upon request, and in no event later than one day after such request, request at any time during such periodone-year period in order to facilitate such resales.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by permissible under applicable law or SEC policyCommission policy (after the procedures set forth in Section 6(a) below have been complied with), the Issuer and the Guarantors Company shall (i) cause to be filed with the Commission as soon as practicable after the Closing Date, but in no event later than 120 days after the Closing Date, the Exchange Offer Registration Statement under the Securities Act relating to be filed with the SEC not later than 240 days after New Senior Notes and the Closing Date (such 240th day being the “Exchange Offer Filing Deadline”)Offer, (ii) use all commercially its reasonable best efforts to cause such Exchange Offer Registration Statement to be declared become effective by at the SEC not earliest possible time, but in no event later than 330 180 days after the Closing Date (such 330th day being the “Exchange Offer Effectiveness Deadline”)Date, and (iii) commence in connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) if applicable, file a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings, if any, in connection with the registration and qualification of the New Senior Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer promptly following and (iv) upon the declaration of effectiveness of such Exchange Offer Registration Statement Statement, commence and use all commercially reasonable efforts to Consummate the Exchange Offer on or prior to the date 30 Business Days (or longer if there is a change in the federal securities laws that requires an issuer exchange offer for its debt securities to remain open for more than 30 Business Days) after the Offer. The Exchange Offer Registration Statement is declared effective (such date being the “Consummation Deadline”). The Exchange Offer shall be on the appropriate form permitting (x) registration of the Series B New Senior Notes to be offered in exchange for the Series A Notes that are Transfer Restricted Securities and (y) resales to permit sales of Series B Notes Broker-Dealer Transfer Restricted Securities by Broker-Dealers that tendered into the Exchange Offer Series A Notes that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Series A Notes acquired directly from the Issuer or any of its Affiliates) as contemplated by Section 3(c)) below. (b) The Issuer and the Guarantors Company shall use all commercially its reasonable best efforts to cause the Exchange Offer Registration Statement to be effective continuously, continuously for a period of 30 days from the date on which the Exchange Offer Registration Statement is declared effective and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days. The Issuer and the Guarantors Company shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Series B Notes and related guarantees shall be included in the Exchange Offer Registration Statement. The Company shall use its reasonable best efforts to cause the Exchange Offer to be Consummated on the earliest practicable date after the Exchange Offer Registration Statement has become effective, but in no event later than 210 days after the Closing Date (the "Consummation Target Date"). (c) The Issuer and the Guarantors Company shall include a “"Plan of Distribution” " section in the Prospectus contained in the Exchange Offer Registration Statement and indicate therein that any Restricted Broker-Dealer who holds Senior Notes that are Transfer Restricted Securities and that were acquired for the account of such Broker-Dealer as a result of market-making activities or other trading activities (other than Series A Notes Transfer Restricted Securities acquired directly from the Issuer Company or any one of its Affiliates), ) may exchange such Transfer Restricted Securities Senior Notes pursuant to the Exchange Offer. Such “Plan of Distribution” section shall also contain all other information with respect to such sales by such Broker-Dealers that the SEC may require in order to permit such sales pursuant thereto; however, but such “Plan of Distribution” shall not name any such Broker-Dealer or disclose the amount of Transfer Restricted Securities held by any such Broker-Dealer, except to the extent required by the SEC as a result of a change in policy, rules or regulations after the date of this Agreement. Because any such Broker-Dealer may be deemed to be an “"underwriter” " within the meaning of the Securities Act and must, therefore, deliver a prospectus meeting the requirements of the Securities Act in connection with the its initial sale of any Series B the New Senior Notes received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the Issuer and the Guarantors shall permit the use delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement by Statement. Such "Plan of Distribution" section shall also contain all other information with respect to such resales of Broker-Dealer Transfer Restricted Securities that the Commission may require in order to permit such sales pursuant thereto but such "Plan of Distribution" shall not name any such Broker-Dealer or disclose the amount of Notes held by any such Broker-Dealer except to satisfy such prospectus delivery requirement. To the extent necessary to ensure that required by the Prospectus contained Commission as a result of a change in policy after the Exchange Offer Registration Statement is available for sales date of Series B Notes by Broker-Dealers, the Issuer and the Guarantors agree to this Agreement. The Company shall use all commercially its reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented, supplemented and amended and current as required by and subject to the provisions of Section 6(a6(c) below to the extent necessary to ensure that it is available for resales of Broker-Dealer Transfer Restricted Securities acquired by Restricted Broker-Dealers and (c) and in conformity to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the SEC Commission as announced from time to time, for a period of 180 120 days from the Consummation Deadline or such shorter period as will terminate when date on which the Exchange Offer Registration Statement is declared effective or, if shorter, until all Broker-Dealer Transfer Restricted Securities covered by such Registration Statement have been sold pursuant theretothereunder. The Issuer and the Guarantors Company shall provide sufficient copies of the latest version of such Prospectus to such Restricted Broker-Dealers, Dealers promptly upon request, and in no event later than one day after such request, request at any time during such period120 day period in order to facilitate such sales.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by permissible under applicable law or SEC policyCommission policy (after the procedures set forth in Section 6(a)(i) below have been complied with), the Issuer Company and the Guarantors shall (i) cause the Exchange Offer Registration Statement to be filed with the SEC not Commission as soon as practicable after the Closing Date, but in no event later than 240 60 days after the Closing Date (such 240th day being Date, a Registration Statement under the “Securities Act relating to the Exchange Offer Filing Deadline”)Notes and the Exchange Offer, (ii) use all commercially their reasonable best efforts to cause such Exchange Offer Registration Statement to be declared become effective by at the SEC not earliest possible time, but in no event later than 330 230 days after the Closing Date Date, (iii) in connection with the foregoing, file (A) all pre-effective amendments to such 330th day being Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) 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 qualification of the Exchange Offer Effectiveness Deadline”)Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iiiiv) upon the effectiveness of such Registration Statement, commence the Exchange Offer promptly following the declaration of effectiveness of such Exchange Offer Registration Statement and use all commercially reasonable efforts to Consummate the Exchange Offer on or prior to the date 30 Business Days (or longer if there is a change in the federal securities laws that requires an issuer exchange offer for its debt securities to remain open for more than 30 Business Days) after the Exchange Offer Registration Statement is declared effective (such date being the “Consummation Deadline”)Offer. The Exchange Offer shall be on the appropriate form permitting (x) registration of the Series B Exchange Notes to be offered in exchange for the Series A Notes that are Transfer Restricted Securities and (y) to permit resales of Series B Notes held by Broker-Dealers that tendered into the Exchange Offer Series A Notes that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Series A Notes acquired directly from the Issuer or any of its Affiliates) as contemplated by Section 3(c)) below. (b) The Issuer Company and the Guarantors shall use all commercially their reasonable best efforts to cause the Exchange Offer Registration Statement to be effective continuously, continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Daysbusiness days after the date notice of the Exchange Offer is mailed to the Holders. The Issuer Company and the Guarantors shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Series B Notes and related guarantees shall be included in the Exchange Offer Registration Statement. The Company and the Guarantors shall use their reasonable best efforts to cause the Exchange Offer to be Consummated on the earliest practicable date after the Exchange Offer Registration Statement has become effective, but in no event later than 30 business days after the date the Exchange Offer Registration Statement has become effective. (c) The Issuer and the Guarantors Company shall include indicate in a “"Plan of Distribution” " section contained in the Prospectus contained in forming a part of the Exchange Offer Registration Statement and indicate therein that any Broker-Dealer who holds Initial Notes that are Transfer Restricted Securities and that were acquired for the its own account of such Broker-Dealer as a result of market-making activities or other trading activities (other than Series A Notes Transfer Restricted Securities acquired directly from the Issuer or any of its AffiliatesCompany), may exchange such Transfer Restricted Securities Initial Notes pursuant to the Exchange Offer. Such “Plan of Distribution” section shall also contain all other information with respect to such sales by such Broker-Dealers that the SEC may require in order to permit such sales pursuant thereto; however, but such “Plan of Distribution” shall not name any such Broker-Dealer or disclose the amount of Transfer Restricted Securities held by any such Broker-Dealer, except to the extent required by the SEC as a result of a change in policy, rules or regulations after the date of this Agreement. Because any such Broker-Dealer may be deemed to be an “"underwriter” " within the meaning of the Securities Act and must, therefore, deliver a prospectus meeting the requirements of the Securities Act in connection with any resales of the initial sale of any Series B Exchange Notes received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the Issuer and the Guarantors shall permit the use delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement Statement. Such "Plan of Distribution" section shall also contain all other information with respect to such resales by Broker-Dealers that the Commission may require in order to permit such resales pursuant thereto, but such "Plan of Distribution" shall not name any such Broker-Dealer or disclose the amount of Notes held by any such Broker-Dealer except to satisfy such prospectus delivery requirement. To the extent necessary to ensure that required by the Prospectus contained Commission as a result of a change in policy after the Exchange Offer Registration Statement is available for sales date of Series B Notes by Broker-Dealers, the Issuer this Agreement. The Company and the Guarantors agree to shall use all commercially their reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented, supplemented and amended and current as required by and subject to the provisions of Section 6(a6(c) below to the extent necessary to ensure that it is available for resales of Notes acquired by Broker-Dealers for their own accounts as a result of market-making activities or other trading activities, and (c) and in conformity to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the SEC Commission as announced from time to time, for a period ending on the earlier of (i) 180 days from the Consummation Deadline or such shorter period as will terminate when all Transfer Restricted Securities covered by such date on which the Exchange Offer Registration Statement have been sold pursuant theretois declared effective and (ii) the date on which a Broker-Dealer is no longer required to deliver a prospectus in connection with market-making or other trading activities. The Issuer and the Guarantors Company shall provide sufficient copies of the latest version of such Prospectus to such Broker-Dealers, Dealers promptly upon request, and in no event later than one day after such request, request at any time during such period180-day (or shorter as provided in the foregoing sentence) period in order to facilitate such resales.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by permissible under applicable law or SEC policyCommission policy (after the procedures set forth in Section 6(a) below have been complied with), the Issuer Company and the Guarantors shall (i) cause the Exchange Offer Registration Statement to be filed with the SEC not Commission as soon as practicable after the Closing Date, but in no event later than 90 days after the Closing Date, a Registration Statement under the Securities Act relating to the Exchange Notes and the Exchange Offer, (ii) use their commercially reasonable efforts to cause such Registration Statement to become effective at the earliest possible time, but in no event later than 240 days after the Closing Date (such 240th day being the “Exchange Offer Filing Deadline”)Date, (iiiii) use in connection with the foregoing, file (A) all commercially reasonable efforts pre-effective amendments to such Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) 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 qualification of the Exchange Notes to be declared effective by made under the SEC not later than 330 days after Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Closing Date (such 330th day being the “Exchange Offer Effectiveness Deadline”)Offer, and (iiiiv) upon the effectiveness of such Registration Statement, commence the Exchange Offer promptly following the declaration of effectiveness of such Exchange Offer Registration Statement and use all commercially reasonable efforts to Consummate the Exchange Offer on or prior to the date 30 Business Days (or longer if there is a change in the federal securities laws that requires an issuer exchange offer for its debt securities to remain open for more than 30 Business Days) after the Exchange Offer Registration Statement is declared effective (such date being the “Consummation Deadline”)Offer. The Exchange Offer shall be on the appropriate form permitting (x) registration of the Series B Exchange Notes to be offered in exchange for the Series A Notes that are Transfer Restricted Securities and (y) to permit resales of Series B Notes held by Broker-Dealers that tendered into the Exchange Offer Series A Notes that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Series A Notes acquired directly from the Issuer or any of its Affiliates) as contemplated by Section 3(c)) below. (b) The Issuer Company and the Guarantors shall use all commercially reasonable efforts to cause the Exchange Offer Registration Statement to be effective continuously, continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days30 days after the date notice of the Exchange Offer is mailed to the Holders. The Issuer Company and the Guarantors shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Series B Notes and related guarantees shall be included in the Exchange Offer Registration Statement. The Company and the Guarantors shall use their commercially reasonable efforts to cause the Exchange Offer to be Consummated on the earliest practicable date after the Exchange Offer Registration Statement has become effective, but in no event later than 30 business days after Exchange Offer Registration Statement has become effective. (c) The Issuer and the Guarantors Company shall include indicate in a “"Plan of Distribution” " section contained in the Prospectus contained in forming a part of the Exchange Offer Registration Statement and indicate therein that any Broker-Dealer who holds Initial Notes that are Transfer Restricted Securities and that were acquired for the its own account of such Broker-Dealer as a result of market-making activities or other trading activities (other than Series A Notes Transfer Restricted Securities acquired directly from the Issuer or any of its AffiliatesCompany), may exchange such Transfer Restricted Securities Initial Notes pursuant to the Exchange Offer. Such “Plan of Distribution” section shall also contain all other information with respect to such sales by such Broker-Dealers that the SEC may require in order to permit such sales pursuant thereto; however, but such “Plan of Distribution” shall not name any such Broker-Dealer or disclose the amount of Transfer Restricted Securities held by any such Broker-Dealer, except to the extent required by the SEC as a result of a change in policy, rules or regulations after the date of this Agreement. Because any such Broker-Dealer may be deemed to be an “"underwriter” " within the meaning of the Securities Act and must, therefore, deliver a prospectus meeting the requirements of the Securities Act in connection with any resales of the initial sale of any Series B Exchange Notes received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the Issuer and the Guarantors shall permit the use delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement Statement. Such "Plan of Distribution" section shall also contain all other information with respect to such resales by Broker-Dealers that the Commission may require in order to permit such resales pursuant thereto, but such "Plan of Distribution" shall not name any such Broker-Dealer or disclose the amount of Notes held by any such Broker-Dealer except to satisfy such prospectus delivery requirement. To the extent necessary to ensure that required by the Prospectus contained Commission as a result of a change in policy after the Exchange Offer Registration Statement is available for sales date of Series B Notes by Broker-Dealers, the Issuer this Agreement. The Company and the Guarantors agree to shall use all their commercially reasonable efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented, supplemented and amended and current as required by and subject to the provisions of Section 6(a6(c) below to the extent necessary to ensure that it is available for resales of Notes acquired by Broker-Dealers for their own accounts as a result of market-making activities or other trading activities, and (c) and in conformity to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the SEC Commission as announced from time to time, for a period ending on the earlier of (i) 180 days from the Consummation Deadline or such shorter period as will terminate when all Transfer Restricted Securities covered by such date on which the Exchange Offer Registration Statement have been sold pursuant theretois declared effective and (ii) the date on which a Broker-Dealer is no longer required to deliver a prospectus in connection with market-making or other trading activities. The Issuer and the Guarantors Company shall provide sufficient copies of the latest version of such Prospectus to such Broker-Dealers, Dealers promptly upon request, and in no event later than one day after such request, request at any time during such period180-day (or shorter as provided in the foregoing sentence) period in order to facilitate such resales.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by applicable federal law or SEC policy(after the procedures set forth in Section 6(a)(i) below have been complied with), the Issuer and the Guarantors Company shall (i) cause the Exchange Offer Registration Statement to be filed with the SEC not Commission as soon as practicable after the Closing Date, but in no event later than 240 150 days after the Closing Date (such 240th day being Date, the “Exchange Offer Filing Deadline”)Registration Statement, (ii) use all commercially reasonable its best efforts to cause such Exchange Offer Registration Statement to be declared become effective by at the SEC not earliest possible time, but in no event later than 330 180 days after the Closing Date Date, (iii) in connection with the foregoing, (A) file all pre-effective amendments to such 330th day being the “Exchange Offer Effectiveness Deadline”)Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Act and (C) cause all necessary filings, if any, in connection with the registration and qualification of the Series B Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iiiiv) commence upon the Exchange Offer promptly following the declaration of effectiveness of such Exchange Offer Registration Statement Statement, commence and use all commercially reasonable efforts to Consummate the Exchange Offer on or prior to the date 30 Business Days (or longer if there is a change in the federal securities laws that requires an issuer exchange offer for its debt securities to remain open for more than 30 Business Days) after the Exchange Offer Registration Statement is declared effective (such date being the “Consummation Deadline”)Offer. The Exchange Offer shall be on the appropriate form permitting (x) registration of the Series B Notes to be offered in exchange for the Series A Notes that are Transfer Restricted Securities and (y) resales to permit sales of Series B Notes Broker-Dealer Transfer Restricted Securities by Restricted Broker-Dealers that tendered into the Exchange Offer Series A Notes that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Series A Notes acquired directly from the Issuer or any of its Affiliates) as contemplated by Section 3(c)) below. (b) The Issuer and the Guarantors Company shall use all commercially reasonable its best efforts to cause the Exchange Offer Registration Statement to be effective continuously, and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days. The Issuer and the Guarantors Company shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Series B Notes and related guarantees shall be included in the Exchange Offer Registration Statement. The Company shall use its best efforts to cause the Exchange Offer to be Consummated on the earliest practicable date after the Exchange Offer Registration Statement has become effective, but in no event later than 30 Business Days thereafter. The Company shall inform the Initial Purchasers of the names and addresses of Series A Notes to whom the Exchange Offer is made, and the Initial Purchasers shall have the right to contact such Holders and otherwise facilitate the tender of Transfer Restricted Securities in the Exchange Offer. (c) The Issuer and the Guarantors Company shall include a “"Plan of Distribution” " section in the Prospectus contained in the Exchange Offer Registration Statement and indicate therein that any Restricted Broker-Dealer who holds Series A Notes that are Transfer Restricted Securities and that were acquired for the account of such Broker-Dealer as a result of market-making activities or other trading activities activities, may exchange such Series A Notes (other than Series A Notes Transfer Restricted Securities acquired directly from the Issuer Company or any Affiliate of its Affiliates), may exchange such Transfer Restricted Securities the Company) pursuant to the Exchange Offer. Such “Plan of Distribution” section shall also contain all other information with respect to such sales by such Broker-Dealers that the SEC may require in order to permit such sales pursuant thereto; however, but such “Plan of Distribution” shall not name any such Broker-Dealer or disclose the amount of Transfer Restricted Securities held by any such Broker-Dealer, except to the extent required by the SEC as a result of a change in policy, rules or regulations after the date of this Agreement. Because any such Broker-Dealer may be deemed to be an “"underwriter” " within the meaning of the Act and must, therefore, deliver a prospectus meeting the requirements of the Act in connection with the its initial sale of any each Series B Notes Note received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the Issuer and the Guarantors shall permit the use delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement Statement. Such "Plan of Distribution" section shall also contain all other information with respect to such sales of Broker-Dealer Transfer Restricted Securities by Restricted Broker-Dealers that the Commission may require in order to permit such sales pursuant thereto, but such "Plan of Distribution" shall not name any such Broker-Dealer or disclose the amount of Notes held by any such Broker-Dealer, except to satisfy such prospectus delivery requirement. To the extent necessary to ensure that required by the Prospectus contained Commission as a result of a change in policy after the Exchange Offer Registration Statement is available for sales date of Series B Notes by Broker-Dealers, the Issuer and the Guarantors agree to this Agreement. The Company shall use all commercially reasonable its best efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented, supplemented and amended and current as required by and subject to the provisions of Section 6(a6(c) below to the extent necessary to ensure that it is available for sales of Broker-Dealer Transfer Restricted Securities by Restricted Broker-Dealers, and (c) and in conformity to ensure that such Registration Statement conforms with the requirements of this Agreement, the Act and the policies, rules and regulations of the SEC Commission as announced from time to time, for a period of 180 days one year from the Consummation Deadline or such shorter period as will terminate when all Transfer Restricted Securities covered by such Registration Statement have been sold pursuant theretodate on which the Exchange Offer is Consummated. The Issuer and the Guarantors Company shall promptly provide sufficient copies of the latest version of such Prospectus to such Restricted Broker-Dealers, Dealers promptly upon request, and in no event later than one day after such request, at any time during such periodone-year period in order to facilitate such sales.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by permissible under applicable law or SEC Commission policy, the Issuer Company and the Subsidiary Guarantors shall (i) cause the Exchange Offer Registration Statement to be filed with the SEC not Commission as soon as practicable after the Closing Date, but in no event later than 240 60 days after the Closing Date (such 240th day being Date, a Registration Statement under the “Act relating to the Exchange Offer Filing Deadline”)Notes and the Exchange Offer, (ii) use all commercially reasonable their best efforts to cause such Exchange Offer Registration Statement to be declared become effective by at the SEC not earliest possible time, but in no event later than 330 120 days after the Closing Date Date, (iii) in connection with the foregoing, (A) file all pre-effective amendments to such 330th day being Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, file a post-effective amendment to such Registration Statement pursuant to Rule 430A under the “Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Offer Effectiveness Deadline”)Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iiiiv) commence upon the Exchange Offer promptly following the declaration of effectiveness of such Exchange Offer Registration Statement Statement, commence and use all commercially reasonable efforts to Consummate the Exchange Offer on or prior to the date 30 Business Days (or longer if there is a change in the federal securities laws that requires an issuer exchange offer for its debt securities to remain open for more than 30 Business Days) after the Exchange Offer Registration Statement is declared effective (such date being the “Consummation Deadline”)Offer. The Exchange Offer shall be on the appropriate form permitting (x) registration of the Series B Exchange Notes to be offered in exchange for the Series A Notes that are Transfer Restricted Securities and (y) to permit resales of Series B Notes held by Broker-Dealers that tendered into the Exchange Offer Series A Notes that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Series A Notes acquired directly from the Issuer or any of its Affiliates) as contemplated by Section 3(c)) below. (b) The Issuer Company and the Subsidiary Guarantors shall use all commercially reasonable efforts to cause the Exchange Offer Registration Statement to be effective continuously, continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Daysbusiness days after the date notice of the Registered Exchange Offer is mailed to the Holders. The Issuer Company and the Subsidiary Guarantors shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Series B Notes and related guarantees shall be included in the Exchange Offer Registration Statement. The Company and the Subsidiary Guarantors shall use their best efforts to cause the Exchange Offer to be Consummated on the earliest practicable date after the Exchange Offer Registration Statement has become effective, but in no event later than 150 days after the Closing Date. (c) The Issuer Company and the Subsidiary Guarantors shall include indicate in a “"Plan of Distribution” " section contained in the Prospectus contained in forming a part of the Exchange Offer Registration Statement and indicate therein that any Broker-Dealer who holds Transfer Restricted Securities First Mortgage Notes that were acquired for the its own account of such Broker-Dealer as a result of market-making activities or other trading activities (other than Series A First Mortgage Notes acquired directly from the Issuer Company or any Affiliate of its Affiliates), the Company) may exchange such Transfer Restricted Securities First Mortgage Notes pursuant to the Exchange Offer. Such “Plan of Distribution” section shall also contain all other information with respect to such sales by such Broker-Dealers that the SEC may require in order to permit such sales pursuant thereto; however, but such “Plan of Distribution” shall not name any such Broker-Dealer or disclose the amount of Transfer Restricted Securities held by any such Broker-Dealer, except to the extent required by the SEC as a result of a change in policy, rules or regulations after the date of this Agreement. Because any such Broker-Dealer may be deemed to be an “"underwriter” " within the meaning of the Act and must, therefore, deliver a prospectus meeting the requirements of the Act in connection with any resales of the initial sale of any Series B Exchange Notes received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the Issuer and the Guarantors shall permit the use of the Prospectus contained in the Exchange Offer Registration Statement delivery by such Broker-Dealer to satisfy such prospectus delivery requirement. To the extent necessary to ensure that of the Prospectus contained in forming a part of the Exchange Offer Registration Statement is available for sales Statement. Such "Plan of Series B Notes Distribution" section shall also contain all other information with respect to such resales by Broker-DealersDealers that the Commission may require in order to permit such resales pursuant thereto, but such "Plan of Distribution" shall not name any such Broker-Dealer or disclose the Issuer amount of Notes held by any such Broker-Dealer except to the extent required by the Commission as a result of a change in policy after the date of this Agreement. The Company and the Subsidiary Guarantors agree to shall use all commercially reasonable their best efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented, supplemented and amended and current as required by and subject to the provisions of Section 6(a6(c) below to the extent necessary to ensure that it is available for resales of Notes acquired by Broker-Dealers for their own accounts as a result of market-making activities or other trading activities, and (c) and in conformity to ensure that it conforms with the requirements of this Agreement, the Act and the policies, rules and regulations of the SEC Commission as announced from time to time, for a period ending on the earlier of (i) 180 days from the Consummation Deadline or such shorter period as will terminate when all Transfer Restricted Securities covered by such date on which the Exchange Offer Registration Statement have been sold pursuant theretois declared effective and (ii) the date on which each such Broker-Dealer is no longer required to deliver a prospectus in connection with such resales. The Issuer Company and the Subsidiary Guarantors shall provide sufficient copies of the latest version of such Prospectus to such Broker-Dealers, Dealers promptly upon request, and in no event later than one day after such request, request at any time during such period180 day period (or such shorter period as provided in the immediately preceding sentence) in order to facilitate such resales.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by permissible under applicable law or SEC policythe Commission policy (after the procedures set forth in Section 6(a) below have been complied with), the Issuer and the Guarantors Company shall (i) cause the Exchange Offer Registration Statement to be filed with the SEC not Commission as soon as practicable after the Closing Date, but in no event later than 240 120 days after the Closing Date (such 240th day being Date, a Registration Statement under the “Securities Act relating to the Exchange Offer Filing Deadline”)Notes and the Exchange Offer, (ii) use all commercially its reasonable best efforts to cause such Exchange Offer Registration Statement to be declared effective by the SEC not Commission no later than 330 180 days after the Closing Date Date, (iii) in connection with the foregoing, file (A) all pre-effective amendments to such 330th day being Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the “Securities Act and (C) all necessary filings in connection with the registration and qualification of the Exchange Offer Effectiveness Deadline”)Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iiiiv) upon the effectiveness of such Registration Statement, commence the Exchange Offer promptly following the declaration of effectiveness of such Exchange Offer Registration Statement and use all commercially reasonable efforts to Consummate the Exchange Offer on or prior to the date 30 Business Days (or longer if there is a change in the federal securities laws that requires an issuer exchange offer for its debt securities to remain open for more than 30 Business Days) after the Exchange Offer Registration Statement is declared effective (such date being the “Consummation Deadline”)Offer. The Exchange Offer shall be on the appropriate form permitting (x) registration of the Series B Exchange Notes to be offered in exchange for the Series A Registrable Notes that are Transfer Restricted Securities and (y) to permit resales of Series B Notes held by Broker-Dealers that tendered into the Exchange Offer Series A Notes that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Series A Notes acquired directly from the Issuer or any of its Affiliates) as contemplated by Section 3(c)) below. (b) The Issuer and the Guarantors Company shall use all commercially reasonable efforts to cause the Exchange Offer Registration Statement to be effective continuously, continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Daysbusiness days after the date notice of the Exchange Offer is mailed to the Holders. The Issuer and the Guarantors Company shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Series B Notes and related guarantees shall be included in the Exchange Offer Registration Statement. The Company shall use its reasonable best efforts to cause the Exchange Offer to be Consummated no later than 30 business days after the Exchange Offer Registrations Statement becomes effective (such 30th business day being the "Exchange Offer Consummation Deadline"). (c) The Issuer and the Guarantors Company shall include indicate in a “"Plan of Distribution” " section contained in the Prospectus contained in forming a part of the Exchange Offer Registration Statement and indicate therein that any Broker-Dealer who holds Transfer Restricted Securities Initial Notes that are Registrable Notes and that were acquired for the its own account of such Broker-Dealer as a result of market-making activities or other trading activities (other than Series A Registrable Notes acquired directly from the Issuer or any of its AffiliatesCompany), may exchange such Transfer Restricted Securities Initial Notes pursuant to the Exchange Offer. Such “Plan of Distribution” section shall also contain all other information with respect to such sales by such Broker-Dealers that the SEC may require in order to permit such sales pursuant thereto; however, but such “Plan of Distribution” shall not name any such Broker-Dealer or disclose the amount of Transfer Restricted Securities held by any such Broker-Dealer, except to the extent required by the SEC as a result of a change in policy, rules or regulations after the date of this Agreement. Because any such Broker-Dealer may be deemed to be an “"underwriter” " within the meaning of the Securities Act and must, therefore, deliver a prospectus meeting the requirements of the Securities Act in connection with any resales of the initial sale of any Series B Exchange Notes received by such Broker-Dealer in the Exchange Offer, the Issuer and the Guarantors shall permit the use of the Prospectus contained in the Exchange Offer Registration Statement by such Broker-Dealer to satisfy such prospectus delivery requirement. To the extent necessary to ensure that the Prospectus contained in the Exchange Offer Registration Statement is available for sales of Series B Notes by Broker-Dealers, the Issuer and the Guarantors agree to use all commercially reasonable efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented, amended and current as required by and subject to the provisions of Section 6(a) and (c) and in conformity with the requirements of this Agreement, the Act and the policies, rules and regulations of the SEC as announced from time to time, for a period of 180 days from the Consummation Deadline or such shorter period as will terminate when all Transfer Restricted Securities covered by such Registration Statement have been sold pursuant thereto. The Issuer and the Guarantors shall provide sufficient copies of the latest version of such Prospectus to such Broker-Dealers, promptly upon request, and in no event later than one day after such request, at any time during such period.such

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by permissible under applicable law or SEC policyCommission policy (after the procedures set forth in Section 6(a) hereof have been complied with), or there are no Transfer Restricted Securities outstanding, the Issuer and the Guarantors Company shall (i) cause the Exchange Offer Registration Statement to be filed with the SEC not later than 240 days after Commission, a Registration Statement under the Closing Date (such 240th day being Securities Act relating to the “Exchange Offer Filing Deadline”)Securities and the Exchange Offer, (ii) use all its commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective, (iii) in connection with the foregoing, file (A) all pre-effective amendments to such Registration Statement as may be declared necessary in order to cause such Registration Statement to become effective, (B) if applicable, a post-effective by amendment to such Registration Statement pursuant to Rule 430A under the SEC not later than 330 days after Securities Act and (C) cause all necessary filings in connection with the Closing Date (registration and qualification of the Exchange Securities to be made under the state securities or blue sky laws of such 330th day being jurisdictions as are necessary to permit Consummation of the “Exchange Offer Effectiveness Deadline”)Offer, and (iiiiv) upon the effectiveness of such Registration Statement, commence the Exchange Offer promptly following the declaration of effectiveness of such Exchange Offer Registration Statement and Offer. The Company shall use all its commercially reasonable efforts to Consummate the Exchange Offer on or prior to not later than 270 days following the date 30 Business Days Closing Date (or longer if there is a change in the federal securities laws that requires an issuer exchange offer for its debt securities to remain open for more than 30 Business Days) after the Exchange Offer Registration Statement is declared effective (such date being the “Consummation DeadlineExchange Date”). The Exchange Offer Offer, if required pursuant to this Section 3(a), shall be on the appropriate form permitting (x) registration of the Series B Notes Exchange Securities to be offered in exchange for the Series A Notes that are Transfer Restricted Securities and (y) to permit resales of Series B Notes Transfer Restricted Securities held by Broker-Dealers that tendered into the Exchange Offer Series A Notes that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Series A Notes acquired directly from the Issuer or any of its Affiliates) as contemplated by Section 3(c)) hereof. (b) The Issuer If an Exchange Offer Registration Statement is required to be filed and declared effective pursuant to Section 3(a) above, the Guarantors Company shall use all commercially reasonable efforts to cause the Exchange Offer Registration Statement to be effective continuously, continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business DaysDays after the date notice of the Exchange Offer is mailed or sent to the Holders. The Issuer and the Guarantors Company shall cause the Exchange Offer to comply in all material respects with all applicable federal and state securities laws. No securities other than the Series B Notes and Exchange Securities (including the related guarantees Guarantees, if any) shall be included in the Exchange Offer Registration Statement. The Company shall use its commercially reasonable efforts to cause the Exchange Offer to be Consummated by the Exchange Date. (c) The Issuer and the Guarantors Company shall include indicate in a “Plan of Distribution” section contained in the Prospectus contained in forming a part of the Exchange Offer Registration Statement and indicate therein that any Broker-Dealer who holds Transfer Restricted Securities that were acquired for the its own account of such Broker-Dealer as a result of market-making activities or other trading activities (other than Series A Notes Transfer Restricted Securities acquired directly from the Issuer or any of its AffiliatesCompany), may exchange such Transfer Restricted Securities pursuant to the Exchange Offer; however, such Broker-Dealer may be deemed to be an “underwriter” within the meaning of the Securities Act and must, therefore, deliver a prospectus meeting the requirements of the Securities Act in connection with any resales of the Exchange Securities received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement. Such “Plan of Distribution” section shall also contain all other information with respect to such sales resales by such Broker-Dealers that the SEC Commission may require in order to permit such sales resales pursuant thereto, but such “Plan of Distribution” shall not name any such Broker-Dealer or disclose the amount of Transfer Restricted Securities held by any such Broker-Dealer, Dealer except to the extent required by the SEC Commission as a result of a change in policy, rules or regulations policy after the date of this Agreement. Because any such Broker-Dealer may be deemed to be an “underwriter” within the meaning of the Act and must, therefore, deliver a prospectus meeting the requirements of the Act in connection with the initial sale of any Series B Notes received by such Broker-Dealer in the Exchange Offer, the Issuer and the Guarantors The Company shall permit the use of the Prospectus contained in the Exchange Offer Registration Statement by such Broker-Dealer to satisfy such prospectus delivery requirement. To the extent necessary to ensure that the Prospectus contained in the Exchange Offer Registration Statement is available for sales of Series B Notes by Broker-Dealers, the Issuer and the Guarantors agree to use all its commercially reasonable efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented, supplemented and amended and current as required by and subject to the provisions of Section 6(a6(c) hereof to the extent necessary to provide reasonable assurance that it is available for resales of Transfer Restricted Securities acquired by Broker-Dealers for their own accounts as a result of market-making activities or other trading activities, and (c) and to provide reasonable assurance that it conforms in conformity all material respects with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the SEC Commission as announced from time to time, for a period ending on the earlier of (i) 180 days from the Consummation Deadline or such shorter period as will terminate when all Transfer Restricted Securities covered by such date on which the Exchange Offer Registration Statement have been sold pursuant theretois declared effective and (ii) the date on which a Broker-Dealer is no longer required to deliver a prospectus in connection with market-making or other trading activities. The Issuer and the Guarantors Company shall provide sufficient copies of the latest version of such Prospectus to such Broker-Dealers, Dealers promptly upon request, and in no event later than one day after such request, request at any time during such period180-day (or shorter as provided in the foregoing sentence) period in order to facilitate such resales. Notwithstanding anything in this Section 3 to the contrary, the requirements to file an Exchange Offer Registration Statement and the requirements to Consummate the Exchange Offer shall terminate at such time as all the Securities are no longer Transfer Restricted Securities.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by permissible under applicable law or SEC policyCommission policy (after the procedures set forth in Section 6(a) below have been complied with), the Issuer and the Guarantors Company shall (i) cause the Exchange Offer Registration Statement to be filed with the SEC not Commission as soon as practicable after the Issue Date, but in no event later than 240 45 calendar days after the Closing Date (such 240th day being Issue Date, a Registration Statement under the “Act relating to the Series B Notes and the Exchange Offer Filing Deadline”)Offer, (ii) use all commercially reasonable its best efforts to cause such Exchange Offer Registration Statement to be declared become effective by at the SEC not earliest possible time, but in no event later than 330 120 calendar days after the Closing Date Issue Date, (iii) in connection with the foregoing, file (A) all pre-effective amendments to such 330th day being Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the “Act and (C) cause all necessary filings in connection with the registration and qualification of the Series B Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer Effectiveness Deadline”)Offer, and (iiiiv) upon the effectiveness of such Registration Statement, commence the Exchange Offer promptly following the declaration of effectiveness of such Exchange Offer Registration Statement and use all commercially reasonable efforts to Consummate the Exchange Offer on or prior to the date 30 Business Days (or longer if there is a change in the federal securities laws that requires an issuer exchange offer for its debt securities to remain open for more than 30 Business Days) after the Exchange Offer Registration Statement is declared effective (such date being the “Consummation Deadline”)Offer. The Exchange Offer shall be on the appropriate form permitting (x) registration of the Series B Notes to be offered in exchange for the Series A Notes that are Transfer Restricted Securities and (y) to permit resales of Series B Notes held by Broker-Dealers that tendered into the Exchange Offer Series A Notes that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Series A Notes acquired directly from the Issuer or any of its Affiliates) as contemplated by Section 3(c)) below. (b) The Issuer and the Guarantors Company shall use all commercially reasonable efforts to cause the Exchange Offer Registration Statement to be effective continuously, continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; providedPROVIDED, howeverHOWEVER, that in no event shall such period be less than 20 Business Days30 calendar days. The Issuer and the Guarantors Company shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Series B Notes and related guarantees shall be included in the Exchange Offer Registration Statement. The Company shall use its best efforts to cause the Exchange Offer to be Consummated on the earliest practicable date after the Exchange Offer expires, but in no event later than 150 calendar days after the Issue Date. (c) The Issuer and the Guarantors Company shall include indicate in a “"Plan of Distribution” " section contained in the Prospectus contained in the Exchange Offer Registration Statement and indicate therein that any Broker-Dealer who holds Series A Notes that are Transfer Restricted Securities and that were acquired for the its own account of such Broker-Dealer as a result of market-market- making activities or other trading activities (other than Series A Notes Transfer Restricted Securities acquired directly from the Issuer or any of its AffiliatesCompany), may exchange such Transfer Restricted Securities Series A Notes pursuant to the Exchange Offer. Such “Plan of Distribution” section shall also contain all other information with respect to such sales by such Broker-Dealers that the SEC may require in order to permit such sales pursuant thereto; however, but such “Plan of Distribution” shall not name any such Broker-Dealer or disclose the amount of Transfer Restricted Securities held by any such Broker-Dealer, except to the extent required by the SEC as a result of a change in policy, rules or regulations after the date of this Agreement. Because any such Broker-Dealer may be deemed to be an “"underwriter” " within the meaning of the Act and must, therefore, deliver a prospectus meeting the requirements of the Act in connection with any resales of the initial sale of any Series B Notes received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the Issuer and the Guarantors shall permit the use delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement Statement. Such "Plan of Distribution" section shall also contain all other information with respect to such resales by Broker-Dealers that the Commission may require in order to permit such resales pursuant thereto, but such "Plan of Distribution" shall not name any such Broker-Dealer or disclose the amount of Notes held by any such Broker-Dealer except to satisfy such prospectus delivery requirement. To the extent necessary to ensure that required by the Prospectus contained Commission as a result of a change in policy after the Exchange Offer Registration Statement is available for sales date of Series B Notes by Broker-Dealers, the Issuer and the Guarantors agree to this Agreement. The Company shall use all commercially reasonable its best efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented, supplemented and amended and current as required by and subject to the provisions of Section 6(a6(c) below to the extent necessary to ensure that it is available for resales of Series B Notes issued in exchange for Series A Notes acquired by Broker-Dealers for their own accounts as a result of market-making activities or other trading activities, and (c) and in conformity to ensure that it conforms with the requirements of this Agreement, the Act and the policies, rules and regulations of the SEC Commission as announced from time to time, for a period of 180 days one year from the Consummation Deadline or such shorter period as will terminate when all Transfer Restricted Securities covered by such date on which the Exchange Offer Registration Statement have been sold pursuant theretois declared effective or until such earlier date on which all such Series B Notes are freely tradeable. The Issuer and the Guarantors Company shall provide sufficient copies of the latest version of such Prospectus to such Broker-Dealers, Broker- Dealers promptly upon request, and in no event later than one day after such request, request at any time during such periodone-year period in order to facilitate such resales.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by permissible under applicable law or SEC policyCommission policy (after the procedures set forth in Section 6(a) below have been complied with), the Issuer and the Guarantors Issuers shall (i) cause the Exchange Offer Registration Statement to be filed with the SEC not Commission as soon as practicable after the Closing Date, but in no event later than 240 30 days after the Closing Date (such 240th day being Date, a Registration Statement under the “Act relating to the Series B Notes and the Exchange Offer Filing Deadline”)Offer, (ii) use all commercially reasonable their best efforts to cause such Exchange Offer Registration Statement to be declared become effective by at the SEC not earliest possible time, but in no event later than 330 90 days after the Closing Date Date, (iii) in connection with the foregoing, file (A) all pre-effective amendments to such 330th day being Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the “Act and (C) cause all necessary filings in connection with the registration and qualification of the Series B Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer Effectiveness Deadline”)Offer, and (iiiiv) upon the effectiveness of such Registration Statement, commence the Exchange Offer promptly following the declaration of effectiveness of such Exchange Offer Registration Statement and use all commercially reasonable efforts to Consummate the Exchange Offer on or prior to the date 30 Business Days (or longer if there is a change in the federal securities laws that requires an issuer exchange offer for its debt securities to remain open for more than 30 Business Days) after the Exchange Offer Registration Statement is declared effective (such date being the “Consummation Deadline”)Offer. The Exchange Offer shall be on the appropriate form permitting (x) registration of the Series B Notes to be offered in exchange for the Transfer Restricted Securities and to permit resales of Notes held by Broker-Dealers as contemplated by Section 3(c) below. (b) The Company shall cause the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; PROVIDED, HOWEVER, that in no event shall such period be less than 20 business days. The Company shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Notes shall be included in the Exchange Offer Registration Statement. The Company shall use its best efforts to cause the Exchange Offer to be Consummated on the earliest practicable date after the Exchange Offer Registration Statement has become effective, but in no event later than 30 business days thereafter. (c) The Company shall indicate in a "Plan of Distribution" section contained in the Prospectus contained in the Exchange Offer Registration Statement that any Broker-Dealer who holds Series A Notes that are Transfer Restricted Securities and (y) resales of Series B Notes by Broker-Dealers that tendered into the Exchange Offer Series A Notes that such Broker-Dealer were acquired for its own account as a result of market-making activities or other trading activities (other than Series A Notes Transfer Restricted Securities acquired directly from the Issuer or any of its Affiliates) as contemplated by Section 3(c). (b) The Issuer and the Guarantors shall use all commercially reasonable efforts to cause the Exchange Offer Registration Statement to be effective continuously, and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days. The Issuer and the Guarantors shall cause the Exchange Offer to comply with all applicable securities laws. No securities other than the Series B Notes and related guarantees shall be included in the Exchange Offer Registration Statement. (c) The Issuer and the Guarantors shall include a “Plan of Distribution” section in the Prospectus contained in the Exchange Offer Registration Statement and indicate therein that any Broker-Dealer who holds Transfer Restricted Securities that were acquired for the account of such Broker-Dealer as a result of market-making activities or other trading activities (other than Series A Notes acquired directly from the Issuer or any of its AffiliatesCompany), may exchange such Transfer Restricted Securities Series A Notes pursuant to the Exchange Offer. Such “Plan of Distribution” section shall also contain all other information with respect to such sales by such Broker-Dealers that the SEC may require in order to permit such sales pursuant thereto; however, but such “Plan of Distribution” shall not name any such Broker-Dealer or disclose the amount of Transfer Restricted Securities held by any such Broker-Dealer, except to the extent required by the SEC as a result of a change in policy, rules or regulations after the date of this Agreement. Because any such Broker-Dealer may be deemed to be an “"underwriter” " within the meaning of the Act and must, therefore, deliver a prospectus meeting the requirements of the Act in connection with the initial sale of any Series B Notes received by such Broker-Dealer in the Exchange Offer, the Issuer and the Guarantors shall permit the use of the Prospectus contained in the Exchange Offer Registration Statement by such Broker-Dealer to satisfy such prospectus delivery requirement. To the extent necessary to ensure that the Prospectus contained in the Exchange Offer Registration Statement is available for sales of Series B Notes by Broker-Dealers, the Issuer and the Guarantors agree to use all commercially reasonable efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented, amended and current as required by and subject to the provisions of Section 6(a) and (c) and in conformity with the requirements of this Agreement, the Act and the policies, rules and regulations of the SEC as announced from time to time, for a period of 180 days from the Consummation Deadline or such shorter period as will terminate when all Transfer Restricted Securities covered by such Registration Statement have been sold pursuant thereto. The Issuer and the Guarantors shall provide sufficient copies of the latest version of such Prospectus to such Broker-Dealers, promptly upon request, and in no event later than one day after such request, at any time during such period.requirements

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by permissible under applicable law or SEC policyCommission policy (after the procedures set forth in Section 6(a) below have been complied with), the Issuer Company and the Guarantors Issuer shall (i) cause to be filed under the Securities Act with the Commission as soon as practicable after the Closing Date, but in no event later than 60 days after the Closing Date, an Exchange Offer Registration Statement relating to be filed with the SEC not later than 240 days after Registered Notes and the Closing Date (such 240th day being the “Exchange Offer Filing Deadline”)Offer, (ii) use all commercially reasonable their best efforts to cause such Exchange Offer Registration Statement to be declared become effective by at the SEC not earliest possible time, but in no event later than 330 150 days after the Closing Date (such 330th day being the “Exchange Offer Effectiveness Deadline”)Date, and (iii) commence in connection with the Exchange Offer promptly following the declaration of effectiveness of foregoing, file (A) all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and use (C) all commercially reasonable efforts filings in connection with the registration and qualification of the Registered Notes as are necessary under the Blue Sky laws of such jurisdictions in order to Consummate permit Consummation of the Exchange Offer, and (iv) commence the Exchange Offer on or prior to ten Business Days after the date 30 Business Days (or longer if there is a change in the federal securities laws that requires an issuer exchange offer for its debt securities to remain open for more than 30 Business Days) after on which the Exchange Offer Registration Statement is declared effective (such date being by the “Consummation Deadline”)Commission, and use their best efforts to issue Registered Notes in exchange for all Transfer Restricted Securities validly tendered and not properly withdrawn in the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (x) registration of the Series B Registered Notes to be offered in exchange for the Series A Notes that are Transfer Restricted Securities and (y) to permit resales of Series B the Registered Notes held by Broker-Dealers that tendered into the Exchange Offer Series A Notes that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Series A Notes acquired directly from the Issuer or any of its Affiliates) as contemplated by Section 3(c)) below. (b) The Issuer Company and the Guarantors shall use all commercially reasonable efforts to cause the Exchange Offer Registration Statement to be effective continuously, and Issuer shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days. The Issuer Company and the Guarantors Issuer shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Series B Notes and related guarantees Securities shall be included in the Exchange Offer Registration Statement. The Company and the Issuer shall use their best efforts to cause the Exchange Offer to be Consummated on the earliest practicable date after the Exchange Act Registration Statement has become effective, but in no event later than 30 Business Days thereafter. (c) The Issuer Company and the Guarantors Issuer shall include indicate in a “"Plan of Distribution” " section contained in the Prospectus contained in the Exchange Offer Registration Statement and indicate therein that any Broker-Dealer who holds Notes that are Transfer Restricted Securities and that were acquired for the its own account of such Broker-Dealer as a result of market-making activities or other trading activities (other than Series A Notes Transfer Restricted Securities acquired directly from the Issuer or any of its AffiliatesIssuer), may exchange such Transfer Restricted Securities Notes pursuant to the Exchange Offer; however, such Broker-Dealer may be deemed to be an "underwriter" within the meaning of the Securities Act and, consequently, must deliver a prospectus meeting the requirements of the Securities Act in connection with any resales of the Registered Notes received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement. Such “"Plan of Distribution” " section shall also contain all other information with respect to such sales resales by such Broker-Dealers that the SEC Commission may require in order to permit such sales resales pursuant thereto, but such “"Plan of Distribution” " shall not name any such Broker-Dealer or disclose the amount of Transfer Restricted the Securities held by any such Broker-Dealer, Dealer except to the extent required by the SEC Commission as a result of a change in policy, rules law or regulations policy after the date of this Agreement. Because any such Broker-Dealer may be deemed to be an “underwriter” within the meaning of the Act The Company and must, therefore, deliver a prospectus meeting the requirements of the Act in connection with the initial sale of any Series B Notes received by such Broker-Dealer in the Exchange Offer, the Issuer and the Guarantors shall permit the use of the Prospectus contained in the Exchange Offer Registration Statement by such Broker-Dealer to satisfy such prospectus delivery requirement. To the extent necessary to ensure that the Prospectus contained in the Exchange Offer Registration Statement is available for sales of Series B Notes by Broker-Dealers, the Issuer and the Guarantors agree to use all commercially their reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented, supplemented and amended and current as required by and subject to the provisions of Section 6(a6(c) below to the extent necessary to ensure that it is available for resales of Registered Notes acquired by any Broker-Dealer for its own account as a result of market-making activities or other trading activities (provided that upon the request of the Company or the Issuer, such Broker- Dealer notifies the Company and (c) the Issuer within 30 Business Days after the Exchange Offer is Consummated that it has acquired Registered Notes for its own account), and in conformity to ensure that such Exchange Offer Registration Statement conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the SEC Commission as announced from time to time, for a period equal to two hundred and seventy (270) consecutive days after the date the Exchange Offer is Consummated (subject to the provisions of 180 days from Section 6(c)(i) below). In order to facilitate such resales, at any time during such 270-day period the Consummation Deadline or such shorter period as will terminate when all Transfer Restricted Securities covered by such Registration Statement have been sold pursuant thereto. The Issuer and the Guarantors Company shall provide sufficient copies of the latest version of such Prospectus to such Broker-Broker- Dealers, promptly upon request, and in no event later more than one day (i) two Business Days after any such request, at sufficient copies of the latest version of such Prospectus or (ii) if any fact or event contemplated by clause (c)(iii)(D) of Section 6 shall exist or have occurred, two Business Days for an appropriate supplement or amendment to such Prospectus has been prepared (and any related post-effective amendment to the Registration Statement has been declared effective). Any time period for the taking of an action referred to in this Section 3 will be tolled for such period if the Company or the Issuer is prohibited by law from taking the action in question during such period.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by permissible under applicable law or SEC policyCommission policy (after the procedures set forth in Section 6(a) below have been complied with), to the extent any Notes are not Freely Tradable as of the 375th day after the Closing Date (the “Exchange Date”), the Issuer Company and the Guarantors shall (i) cause the Exchange Offer Registration Statement to be filed with the SEC not later than 240 days after the Closing Date (such 240th day being the “Exchange Offer Filing Deadline”)Commission, (ii) use all commercially their reasonable best efforts to cause such Exchange Offer Registration Statement to be declared become effective by at the SEC not later than 330 days after the Closing Date (such 330th day being the “Exchange Offer Effectiveness Deadline”)earliest possible time, and (iii) in connection with the foregoing, file (A) all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) 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 qualification of the Exchange Securities to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, (iv) upon the effectiveness of such Registration Statement, commence the Exchange Offer promptly following the declaration of effectiveness of such Exchange Offer Registration Statement and (v) use all commercially reasonable best efforts to Consummate the Exchange Offer on or prior to the date 30 Business Days (or longer if there is a change in the federal securities laws that requires an issuer exchange offer for its debt securities to remain open for more than 30 Business Days) after the Exchange Offer Registration Statement is declared effective (such date being the “Consummation Deadline”)Offer. The Exchange Offer Offer, if required pursuant to this Section 3(a), shall be on the appropriate form permitting (x) registration of the Series B Notes Exchange Securities and the related guarantees to be offered in exchange for the Series A Notes that are Transfer Restricted Securities and (y) to permit resales of Series B Notes Securities held by Broker-Dealers that tendered into the Exchange Offer Series A Notes that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Series A Notes acquired directly from the Issuer or any of its Affiliates) as contemplated by Section 3(c)) below. (b) The Issuer If an Exchange Offer Registration Statement is required to be filed and declared effective pursuant to Section 3(a) above, the Company and the Guarantors shall use all commercially their reasonable best efforts to cause the Exchange Offer Registration Statement to be effective continuously, continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days30 days after the date notice of the Exchange Offer is mailed to the Holders. The Issuer Company and the Guarantors shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Series B Notes and related guarantees Securities shall be included in the Exchange Offer Registration Statement. The Company and the Guarantors shall use their reasonable best efforts to cause the Exchange Offer to be Consummated on the earliest practicable date after the Exchange Offer Registration Statement has become effective, but in no event later than the Exchange Date; provided, however, that the Company and the Guarantors shall not be required to Consummate the Exchange Offer if all the Securities are Freely Tradable on or before the Exchange Date. (c) The Issuer and the Guarantors Company shall include indicate in a “Plan of Distribution” section contained in the Prospectus contained in forming a part of the Exchange Offer Registration Statement and indicate therein that any Broker-Dealer who holds Initial Securities that are Transfer Restricted Securities and that were acquired for the its own account of such Broker-Dealer as a result of market-making activities or other trading activities (other than Series A Notes Transfer Restricted Securities acquired directly from the Issuer or any of its AffiliatesCompany), may exchange such Transfer Restricted Initial Securities pursuant to the Exchange Offer; however, such Broker-Dealer may be deemed to be an “underwriter” within the meaning of the Securities Act (a “Participating Broker-Dealer”) and must, therefore, deliver a prospectus meeting the requirements of the Securities Act in connection with any resales of the Exchange Securities received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement. Such “Plan of Distribution” section shall also contain all other information with respect to such sales resales by such Broker-Dealers that the SEC Commission may require in order to permit such sales resales pursuant thereto, but such “Plan of Distribution” shall not name any such Broker-Dealer or disclose the amount of Transfer Restricted Securities held by any such Broker-Dealer, Dealer except to the extent required by the SEC Commission as a result of a change in policy, rules or regulations policy after the date of this Agreement. Because any such Broker-Dealer may be deemed to be an “underwriter” within the meaning of the Act and must, therefore, deliver a prospectus meeting the requirements of the Act in connection with the initial sale of any Series B Notes received by such Broker-Dealer in the Exchange Offer, the Issuer The Company and the Guarantors shall permit the use of the Prospectus contained in the Exchange Offer Registration Statement by such Broker-Dealer to satisfy such prospectus delivery requirement. To the extent necessary to ensure that the Prospectus contained in the Exchange Offer Registration Statement is available for sales of Series B Notes by Broker-Dealers, the Issuer and the Guarantors agree to use all commercially their reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented, supplemented and amended and current as required by and subject to the provisions of Section 6(a6(c) below to the extent necessary to ensure that it is available for resales of Securities and (c) related guarantees acquired by Broker-Dealers for their own accounts as a result of market-making activities or other trading activities, and in conformity to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the SEC Commission as announced from time to time, for a period ending on the earlier of (i) 180 days from the Consummation Deadline date on which the Exchange Offer Registration Statement is declared effective and (ii) the date on which a Broker-Dealer is no longer required to deliver a prospectus in connection with market-making or such shorter period as will terminate when other trading activities and (iii) the date on which all Transfer Restricted resales of Exchange Securities covered by such Exchange Offer Registration Statement have been sold pursuant theretomade. The Issuer Company and the Guarantors shall provide sufficient copies of the latest version of such Prospectus to such Broker-Dealers, Dealers promptly upon request, and in no event later than one day after such request, request at any time during such period180-day (or shorter as provided in the foregoing sentence) period in order to facilitate such resales. Notwithstanding anything in this Section 3 to the contrary, the requirements to file the Exchange Offer Registration Statement and the requirements to Consummate the Exchange Offer shall terminate at such time as all the Securities are Freely Tradable.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by applicable law or SEC policy, the Issuer and the Guarantors shall (i) cause the Exchange change Offer Registration Statement pursuant to Rule 430A under the Act and (C) cause all necessary filings, if any, in connection with the registration and qualification of the Series B Notes to be filed with made under the SEC Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer; provided that neither the Company nor any Guarantor shall be required to register or qualify as a foreign corporation where it is not later now so qualified or to take any action that would subject it to the service of process in suits or to taxation, other than 240 days after as to matters and transactions relating to the Closing Date (such 240th day being the “Exchange Offer Filing Deadline”)Registration Statement, (ii) use all commercially reasonable efforts to cause such Exchange Offer Registration Statement to be declared effective by the SEC in any jurisdiction where it is not later than 330 days after the Closing Date (such 330th day being the “Exchange Offer Effectiveness Deadline”)now so subject, and (iiiiv) commence upon the Exchange Offer promptly following the declaration of effectiveness of such Exchange Offer Registration Statement Statement, commence and use all commercially reasonable efforts to Consummate the Exchange Offer on or prior to the date 30 Business Days (or longer if there is a change in the federal securities laws that requires an issuer exchange offer for its debt securities to remain open for more than 30 Business Days) after the Exchange Offer Registration Statement is declared effective (such date being the “Consummation Deadline”)Offer. The Exchange Offer shall be on the appropriate form permitting (xi) registration of the Series B Notes to be offered in exchange for the Series A Notes that are Transfer Restricted Securities and (yii) resales of Series B Notes by Broker-Dealers that tendered into the Exchange Offer Series A Notes that such Broker-Dealer acquired for its own account as a result of market-market making activities or other trading activities (other than Series A Notes acquired directly from the Issuer Company or any of its Affiliates) as contemplated by Section 3(c)) below. (b) The Issuer Company and the Guarantors shall use all commercially their respective reasonable best efforts to cause the Exchange Offer Registration Statement to be effective continuously, and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, provided that in no event shall such period be less than 20 Business Days. The Issuer Company and the Guarantors shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Series B Notes and related guarantees shall be included in the Exchange Offer Registration Statement. Unless the Exchange Offer would not be permitted by applicable law or Commission policy, the Company and the Guarantors shall use their respective reasonable best efforts to cause the Exchange Offer to be Consummated on or prior to 40 business days after the Exchange Offer Registration Statement has become effective (such 40th day being the "CONSUMMATION DEADLINE"). (c) The Issuer and the Guarantors Company shall include a “"Plan of Distribution” " section in the Prospectus contained in the Exchange Offer Registration Statement and indicate therein that any Broker-Dealer who holds Transfer Restricted Securities that were acquired for the account of such Broker-Dealer as a result of market-making activities or other trading activities (other than Series A Notes acquired directly from the Issuer Company or any Affiliate of its Affiliatesthe Company), may exchange such Transfer Restricted Securities pursuant to the Exchange Offer. Such “"Plan of Distribution” " section shall also contain all other information with respect to such sales by such Broker-Dealers that the SEC Commission may require in order to permit such sales pursuant thereto, but such “"Plan of Distribution” " shall not name any such Broker-Dealer or disclose the amount of Transfer Restricted Securities held by any such Broker-Dealer, except to the extent required by the SEC Commission as a result of a change in policy, rules or regulations after the date of this AgreementAgreement or as otherwise required by the Commission. See the Shearman & Sterling no-action letter (available July 2, 1993). Because any such Broker-Dealer may be deemed to be an “"underwriter” " within the meaning of the Act and must, therefore, deliver a prospectus meeting the requirements of the Act in connection with the its initial sale of any Series B Notes received by such Broker-Dealer in the Exchange Offer, the Issuer Company and the Guarantors shall permit the use of the Prospectus contained in the Exchange Offer Registration Statement by such Broker-Dealer to satisfy such prospectus delivery requirement. To the extent necessary to ensure that the Prospectus prospectus contained in the Exchange Offer Registration Statement is available for sales of Series B Notes by Broker-Dealers, the Issuer Company and the Guarantors agree to use all commercially their respective reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented, amended and current as required by and subject to the provisions of Section 6(a) and (c) hereof and in conformity with the requirements of this Agreement, the Act and the policies, rules and regulations of the SEC Commission as announced from time to time, for a period of 180 days from the Consummation Deadline or such shorter period as will terminate when all Transfer Restricted Securities covered by such Registration Statement have been sold pursuant thereto. Notwithstanding the foregoing, the Company shall not be obligated to keep the Exchange Offer Registration Statement continuously effective to the extent set forth above if the Company determines in its reasonable judgment that the continued effectiveness and usability of the Exchange Offer Registration Statement would interfere with any existing or prospective financing, acquisition, corporate reorganization or other material business situation, transaction or negotiation involving the Company or any of its subsidiaries (a "BUSINESS REASON"); provided that the failure to keep the Exchange Offer Registration Statement effective and usable for a Business Reason shall last no longer than 15 consecutive days and shall in no event occur during the first 14 days after the Exchange Offer Registration Statement becomes effective. The Issuer Company and the Guarantors shall provide sufficient copies of the latest version of such Prospectus to such Broker-Dealers, promptly upon written request, and in no event later than one day after such request, at any time during such period.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by permissible under applicable law law, or SEC policyCommission policy (after the procedures set forth in Section 6(a) below have been complied with), the Issuer and the Guarantors Company shall (i) cause the Exchange Offer Registration Statement to be filed with the SEC not Commission as soon as practicable after the Closing Date, but in no event later than 240 45 days after the Closing Date (such 240th day being Date, a Registration Statement under the “Securities Act relating to the New Senior Subordinated Notes and the Exchange Offer Filing Deadline”)Offer, (ii) use all commercially reasonable their best efforts to cause such Exchange Offer Registration Statement to be declared become effective by at the SEC not earliest possible time, but in no event later than 330 120 days after the Closing Date Date, (iii) in connection with the foregoing, file (A) all pre-effective amendments to such 330th day being Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, a Prospectus pursuant to Rule 430A under the “Securities Act and (C) subject to the proviso in Section 6(c)(xii), cause all necessary filings in connection with the registration and qualification of the New Senior Subordinated Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit the Exchange Offer Effectiveness Deadline”)to be Consummated, and (iiiiv) upon the effectiveness of such Registration Statement, commence the Exchange Offer promptly following the declaration of effectiveness of such Exchange Offer Registration Statement and use all commercially reasonable efforts to Consummate the Exchange Offer on or prior to the date 30 Business Days (or longer if there is a change in the federal securities laws that requires an issuer exchange offer for its debt securities to remain open for more than 30 Business Days) after the Exchange Offer Registration Statement is declared effective (such date being the “Consummation Deadline”)Offer. The Exchange Offer shall be on the appropriate form permitting (x) registration of the Series B New Senior Subordinated Notes to be offered in exchange for the Series A Notes that are Transfer Restricted Securities and (y) to permit resales of Series B New Senior Subordinated Notes held by Broker-Dealers that tendered into the Exchange Offer Series A Notes that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Series A Notes acquired directly from the Issuer or any of its Affiliates) as contemplated by Section 3(c)) below. (b) The Issuer and the Guarantors Company shall use all commercially reasonable efforts to cause the Exchange Offer Registration Statement to be effective continuously, continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Daysbusiness days. The Issuer and the Guarantors Company shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Series B New Senior Subordinated Notes and related guarantees shall be included registered in the Exchange Offer Registration Statement. The Company shall use its best efforts to cause the Exchange Offer to be Consummated on the earliest practicable date after the Exchange Offer Registration Statement has become effective, but in no event later than 30 days thereafter. (c) The Issuer and the Guarantors Company shall include indicate in a “"Plan of Distribution” " section contained in the Prospectus contained in the Exchange Offer Registration Statement and indicate therein that any Broker-Dealer who holds Senior Subordinated Notes that are Transfer Restricted Securities and that were acquired for the its own account of such Broker-Dealer as a result of market-making activities or other trading activities (other than Series A Notes Transfer Restricted Securities acquired directly from the Issuer Company or any an affiliate of its Affiliatesthe Company), may exchange such Transfer Restricted Securities Senior Subordinated Notes pursuant to the Exchange Offer. Such “Plan of Distribution” section shall also contain all other information with respect to such sales by such Broker-Dealers that the SEC may require in order to permit such sales pursuant thereto; however, but such “Plan of Distribution” shall not name any such Broker-Dealer or disclose the amount of Transfer Restricted Securities held by any such Broker-Dealer, except to the extent required by the SEC as a result of a change in policy, rules or regulations after the date of this Agreement. Because any such Broker-Dealer may be deemed to be an “"underwriter” " within the meaning of the Securities Act and must, therefore, deliver a prospectus meeting the requirements of the Securities Act in connection with any resales of the initial sale of any Series B New Senior Subordinated Notes received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the Issuer and the Guarantors shall permit the use delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement Statement. Such "Plan of Distribution" section shall also contain all other information with respect to such resales by Broker-Dealers that the Commission may require in order to permit such resales pursuant thereto, but such "Plan of Distribution" shall not name any such Broker-Dealer or disclose the amount of New Senior Subordinated Notes held by any such Broker-Dealer except to satisfy such prospectus delivery requirement. To the extent necessary to ensure that required by the Prospectus contained Commission as a result of a change in policy announced after the Exchange Offer Registration Statement is available for sales date of Series B Notes by Broker-Dealers, the Issuer and the Guarantors agree to this Agreement. The Company shall use all commercially reasonable its best efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented, supplemented and amended and current as required by and subject to the provisions of Section 6(a6(c) below to the extent necessary to ensure that it is available for resales of New Senior Subordinated Notes acquired by Broker-Dealers for their own accounts as a result of market-making activities or other trading activities, and (c) and in conformity to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the SEC Commission as announced from time to time, for a period of 180 days one year from the Consummation Deadline or such shorter period as will terminate when all Transfer Restricted Securities covered by such date on which the Exchange Offer Registration Statement have been sold pursuant theretois declared effective. The Issuer and the Guarantors Company shall provide sufficient copies of the latest version of such Prospectus to such Broker-Dealers, Dealers promptly upon request, and in no event later than one day after such request, request at any time time, subject to Section 6(c)(i) hereof, during such periodone-year period in order to facilitate such resales.

Registered Exchange Offer. (a) 1. Unless the Exchange Offer shall not be permitted by applicable federal law or SEC policy(after the procedures set forth in Section 6(a)(i) below have been complied with), the Issuer Company and the Subsidiary Guarantors shall shall: (i) cause the Exchange Offer Registration Statement to be filed with the SEC not Commission as soon as practicable after the Closing Date, but in no event later than 240 120 days after the Closing Date (such 240th day being the “Exchange Offer Filing Deadline”), Date, (ii) use all commercially reasonable their respective best efforts to cause such Exchange Offer Registration Statement to be declared become effective by at the SEC not earliest possible time, but in no event later than 330 210 days after the Closing Date (such 330th day being the “Exchange Offer Effectiveness Deadline”), and Date, (iii) commence in connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Act and (C) cause all necessary filings, if any, in connection with the registration and qualification of the Exchange Offer promptly following Notes to be made under the declaration Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement Statement, commence and use all commercially reasonable efforts to Consummate the Exchange Offer on or prior to the date 30 Business Days (or longer if there is a change in the federal securities laws that requires an issuer exchange offer for its debt securities to remain open for more than 30 Business Days) after the Offer. The Exchange Offer Registration Statement is declared effective (such date being the “Consummation Deadline”). The Exchange Offer shall be on the appropriate form permitting (x) registration of the Series B Exchange Notes to be offered in exchange for the Series A Notes that are Transfer Restricted Securities and (y) resales to permit sales of Series B Notes Broker-Dealer Transfer Restricted Securities by Restricted Broker-Dealers that tendered into the Exchange Offer Series A Notes that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Series A Notes acquired directly from the Issuer or any of its Affiliates) as contemplated by Section 3(c)) below. (b) 2. The Issuer Company and the Subsidiary Guarantors shall use all commercially reasonable their respective best efforts to cause the Exchange Offer Registration Statement to be effective continuously, and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, provided that in no event shall such period be less than 20 Business Days. The Issuer Company and the Subsidiary Guarantors shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Series B Notes and related guarantees Transfer Restricted Securities shall be included in the Exchange Offer Registration Statement. The Company and the Subsidiary Guarantors shall use their respective best efforts to cause the Exchange Offer to be Consummated within 30 Business Days after the date on which such Exchange Offer Registration Statement shall have been declared effective by the Commission. (c) 3. The Issuer and the Guarantors Company shall include a “"Plan of Distribution” " section in the Prospectus contained in the Exchange Offer Registration Statement and indicate therein that any Restricted Broker-Dealer who holds Notes that are Transfer Restricted Securities and that were acquired for the account of such Broker-Dealer as a result of market-making activities or other trading activities activities, may exchange such Notes (other than Series A Notes Transfer Restricted Securities acquired directly from the Issuer Company or any affiliate of its Affiliates), may exchange such Transfer Restricted Securities the Company) pursuant to the Exchange Offer. Such “Plan section shall also provide that since such Broker-Dealer may be deemed to be an "underwriter" within the meaning of Distribution” the Act, it must therefore deliver a prospectus meeting the requirements of the Act in connection with its initial sale of each Exchange Note received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement. Such section shall also contain all other information with respect to such sales of Broker-Dealer Transfer Restricted Securities by such Restricted Broker-Dealers that the SEC Commission may require in order to permit such sales pursuant thereto, but such “Plan of Distribution” section shall not name any such Broker-Dealer or disclose the amount of Transfer Restricted Securities Notes held by any such Broker-Dealer, except to the extent required by the SEC Commission as a result of a change in policy, rules or regulations policy after the date of this Agreement. Because any such Broker-Dealer may be deemed to be an “underwriter” within the meaning of the Act and must, therefore, deliver a prospectus meeting the requirements of the Act in connection with the initial sale of any Series B Notes received by such Broker-Dealer in the Exchange Offer, the Issuer and the Guarantors shall permit the use of the Prospectus contained in the Exchange Offer Registration Statement by such Broker-Dealer to satisfy such prospectus delivery requirement. To the extent necessary to ensure that the Prospectus contained in the Exchange Offer Registration Statement is available for sales of Series B Notes by Broker-Dealers, the Issuer and the Guarantors agree to use all commercially reasonable efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented, amended and current as required by and subject to the provisions of Section 6(a) and (c) and in conformity with the requirements of this Agreement, the Act and the policies, rules and regulations of the SEC as announced from time to time, for a period of 180 days from the Consummation Deadline or such shorter period as will terminate when all Transfer Restricted Securities covered by such Registration Statement have been sold pursuant thereto. The Issuer and the Guarantors shall provide sufficient copies of the latest version of such Prospectus to such Broker-Dealers, promptly upon request, and in no event later than one day after such request, at any time during such period.

Registered Exchange Offer. (a) Unless To the Exchange Offer shall extent not be permitted prohibited by any applicable law or SEC policyapplicable interpretation of the staff of the Commission, the Issuer Company and the Guarantors shall (i) cause the Exchange Offer Registration Statement to be filed with the SEC not Commission as soon as practicable after the Closing Date, but in no event later than 240 45 days after the Closing Date (such 240th day being the “Date, an Exchange Offer Filing Deadline”)Registration Statement under the Securities Act relating to the Exchange Notes and the Exchange Offer, (ii) use all commercially reasonable their best efforts to cause such Exchange Offer Registration Statement to be declared become effective by at the SEC not earliest possible time, but in no event later than 330 120 days after the Closing Date Date, (iii) in connection with the foregoing, (A) file all pre-effective amendments to such 330th day being the “Exchange Offer Effectiveness Deadline”)Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings, if any, in connection with the registration and qualification of the Exchange Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iiiiv) commence upon the Exchange Offer promptly following the declaration of effectiveness of such Exchange Offer Registration Statement Statement, commence the Exchange Offer and use all commercially reasonable its best efforts to Consummate the Exchange Offer on or prior to the earliest practicable date thereafter, but in no event later than 30 Business Days (or longer if there is a change in the federal securities laws that requires an issuer exchange offer for its debt securities to remain open for more than 30 Business Days) after the Exchange Offer Registration Statement is shall have been declared effective (such date being the “Consummation Deadline”)effective. The Exchange Offer shall be on the appropriate form permitting (x) registration of the Series B Notes to be offered in exchange for the Series A Notes that are Transfer Restricted Securities and (y) resales of Series B Notes by Broker-Dealers that tendered into the Exchange Offer Series A Notes that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Series A Notes acquired directly from the Issuer or any of its Affiliates) as contemplated by Section 3(c). (b) The Issuer and the Guarantors Company shall use all commercially reasonable its best efforts to cause the Exchange Offer Registration Statement to be effective continuously, and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days. The Issuer Exchange Offer shall be on the appropriate form permitting registration of the Exchange Notes to be offered in exchange for the Transfer Restricted Notes and to permit resales of Senior Notes held by Broker-Dealers as contemplated by Section 5 below. (b) The Company shall commence the Guarantors Exchange Offer by mailing the related Exchange Offer Prospectus and accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law: (i) that the Exchange Offer is being made pursuant to this Agreement and that all Transfer Restricted Notes validly tendered will be accepted for exchange; (ii) the date of acceptance for exchange (which shall comprise a period of at least 20 Business Days from the date such notice is mailed) (the "Exchange Date"); (iii) that any Transfer Restricted Note not tendered will remain outstanding and continue to accrue interest, but will not retain any rights under this Agreement; (iv) that Holders electing to have a Transfer Restricted Note exchanged pursuant to the Exchange Offer will be required to surrender such Transfer Restricted Note, together with the enclosed letter of transmittal, to the institution and at the address (located in the Borough of Manhattan, The City of New York) specified in the notice prior to the close of business on the Exchange Date; and (v) that Holders will be entitled to withdraw their election, not later than the close of business on the Exchange Date, by sending to the institution and at the address (located in the Borough of Manhattan, The City of New York) specified in the notice a telegram, telex, facsimile transmission or letter setting forth the name of such Holder, the principal amount of Transfer Restricted Notes delivered for exchange and a statement that such Holder is withdrawing his election to have such Transfer Restricted Notes exchanged. As soon as practicable after the Exchange Date, the Company shall: (i) accept for exchange Transfer Restricted Notes or portions thereof tendered and not validly withdrawn pursuant to the Exchange Offer; and (ii) deliver, or cause to be delivered, to the Trustee for cancellation all Transfer Restricted Notes or portions thereof so accepted for exchange by the Company and issue, and cause the Trustee to promptly authenticate and mail to each Holder, an Exchange Note equal in principal amount to the aggregate principal amount of the Transfer Restricted Notes surrendered by such Holder. (c) The Company shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Series B Exchange Notes and related guarantees shall be included for registration in the Exchange Offer Registration Statement. (c) The Issuer and the Guarantors shall include a “Plan of Distribution” section in the Prospectus contained in the Exchange Offer Registration Statement and indicate therein that any Broker-Dealer who holds Transfer Restricted Securities that were acquired for the account of such Broker-Dealer as a result of market-making activities or other trading activities (other than Series A Notes acquired directly from the Issuer or any of its Affiliates), may exchange such Transfer Restricted Securities pursuant to the Exchange Offer. Such “Plan of Distribution” section shall also contain all other information with respect to such sales by such Broker-Dealers that the SEC may require in order to permit such sales pursuant thereto, but such “Plan of Distribution” shall not name any such Broker-Dealer or disclose the amount of Transfer Restricted Securities held by any such Broker-Dealer, except to the extent required by the SEC as a result of a change in policy, rules or regulations after the date of this Agreement. Because any such Broker-Dealer may be deemed to be an “underwriter” within the meaning of the Act and must, therefore, deliver a prospectus meeting the requirements of the Act in connection with the initial sale of any Series B Notes received by such Broker-Dealer in the Exchange Offer, the Issuer and the Guarantors shall permit the use of the Prospectus contained in the Exchange Offer Registration Statement by such Broker-Dealer to satisfy such prospectus delivery requirement. To the extent necessary to ensure that the Prospectus contained in the Exchange Offer Registration Statement is available for sales of Series B Notes by Broker-Dealers, the Issuer and the Guarantors agree to use all commercially reasonable efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented, amended and current as required by and subject to the provisions of Section 6(a) and (c) and in conformity with the requirements of this Agreement, the Act and the policies, rules and regulations of the SEC as announced from time to time, for a period of 180 days from the Consummation Deadline or such shorter period as will terminate when all Transfer Restricted Securities covered by such Registration Statement have been sold pursuant thereto. The Issuer and the Guarantors shall provide sufficient copies of the latest version of such Prospectus to such Broker-Dealers, promptly upon request, and in no event later than one day after such request, at any time during such period.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by permissible under applicable law or SEC policyCommission interpretation or policy (after the procedures set forth in Section 6(a) below have been complied with), the Issuer and the Guarantors Issuers shall (i) use their reasonable best efforts to cause the Exchange Offer Registration Statement to be filed with the SEC not Commission as soon as practicable after the Closing Date, but in no event later than 240 90 days after the Closing Date (such 240th day being the “Date, an Exchange Offer Filing Deadline”)Registration Statement under the Securities Act, (ii) use all commercially reasonable their best efforts to cause such Exchange Offer Registration Statement to be declared become effective by at the SEC not earliest possible time, but in no event later than 330 210 days after the Closing Date Date, (iii) in connection with the foregoing, file (A) all pre-effective amendments to such 330th day being the “Exchange Offer Effectiveness Deadline”)Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iiiiv) commence upon the Exchange Offer promptly following the declaration of effectiveness of such Exchange Offer Registration Statement and use all commercially reasonable efforts to Consummate Statement, commence the Exchange Offer on or prior to the date 30 Business Days (or longer if there is a change in the federal securities laws that requires an issuer exchange offer for its debt securities to remain open for more than 30 Business Days) after the Exchange Offer Registration Statement is declared effective (such date being the “Consummation Deadline”)Offer. The Exchange Offer shall be on the appropriate form permitting (x) registration of the Series B Exchange Notes to be offered in exchange for the Series A Transfer Restricted Securities and to permit resales of Notes held by Broker-Dealers as contemplated by Section 3(c) below. (b) The Issuers shall cause the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; PROVIDED, HOWEVER, that in no event shall such period be less than 30 days after the date notice of the Exchange Offer is mailed to the Holders. The Issuers shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Notes shall be included in the Exchange Offer Registration Statement. The Issuers shall use their best efforts to cause the Exchange Offer to be Consummated on the earliest practicable date after the Exchange Offer Registration Statement has become effective, but in no event later than 30 business days after the Exchange Offer Registration Statement was declared effective. (c) The Issuers shall indicate in a "Plan of Distribution" section contained in the Prospectus forming a part of the Exchange Offer Registration Statement that any Broker-Dealer who holds Initial Notes that are Transfer Restricted Securities and (y) resales of Series B Notes by Broker-Dealers that tendered into the Exchange Offer Series A Notes that such Broker-Dealer were acquired for its own account as a result of market-making activities or other trading activities (other than Series A Notes Transfer Restricted Securities acquired directly from the Issuer or any of its Affiliates) as contemplated by Section 3(c). (b) The Issuer and the Guarantors shall use all commercially reasonable efforts to cause the Exchange Offer Registration Statement to be effective continuously, and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days. The Issuer and the Guarantors shall cause the Exchange Offer to comply with all applicable securities laws. No securities other than the Series B Notes and related guarantees shall be included in the Exchange Offer Registration Statement. (c) The Issuer and the Guarantors shall include a “Plan of Distribution” section in the Prospectus contained in the Exchange Offer Registration Statement and indicate therein that any Broker-Dealer who holds Transfer Restricted Securities that were acquired for the account of such Broker-Dealer as a result of market-making activities or other trading activities (other than Series A Notes acquired directly from the Issuer or any of its AffiliatesIssuers), may exchange such Transfer Restricted Securities Initial Notes pursuant to the Exchange Offer. Such “Plan of Distribution” section shall also contain all other information with respect to such sales by such Broker-Dealers that the SEC may require in order to permit such sales pursuant thereto; HOWEVER, but such “Plan of Distribution” shall not name any such Broker-Dealer or disclose the amount of Transfer Restricted Securities held by any such Broker-Dealer, except to the extent required by the SEC as a result of a change in policy, rules or regulations after the date of this Agreement. Because any such Broker-Dealer may be deemed to be an “"underwriter” " within the meaning of the Securities Act and must, therefore, deliver a prospectus meeting the requirements of the Securities Act in connection with any resales of the initial sale of any Series B Exchange Notes received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the Issuer and the Guarantors shall permit the use of the Prospectus contained in the Exchange Offer Registration Statement delivery by such Broker-Dealer of the Prospectus. Such "Plan of Distribution" section shall also contain all other information with respect to satisfy such prospectus delivery requirement. To the extent necessary to ensure that the Prospectus contained in the Exchange Offer Registration Statement is available for sales of Series B Notes resales by Broker-DealersDealers that the Commission may require in order to permit such resales pursuant thereto, but such "Plan of Distribution" shall not name any such Broker-Dealer or disclose the Issuer and amount of Notes held by any such Broker-Dealer except to the Guarantors agree to extent required by the Commission as a result of a change in policy after the date of this Agreement. The Issuers shall use all commercially reasonable their best efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented, supplemented and amended and current as required by and subject to the provisions of Section 6(a6(c) below to the extent necessary to ensure that it is available for resales of Notes acquired by Broker-Dealers for their own accounts as a result of market-making activities or other trading activities, and (c) and in conformity to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the SEC Commission as announced from time to time, for a period ending on the earlier of (i) 180 days from the Consummation Deadline or such shorter period as will terminate when all Transfer Restricted Securities covered by such date on which the Exchange Offer Registration Statement have been sold pursuant theretois declared effective and (ii) the date on which a Broker-Dealer is no longer required to deliver a prospectus in connection with market-making or other trading activities. The Issuer and the Guarantors Issuers shall provide sufficient copies of the latest version of such Prospectus to such Broker-Dealers, Dealers promptly upon request, and in no event later than one day after such request, reasonable request at any time during such period180-day (or shorter as provided in the foregoing sentence) period in order to facilitate such resales.