Common use of Registered Exchange Offer Clause in Contracts

Registered Exchange Offer. Unless not permitted by applicable law (after the Company has complied with the ultimate paragraph of this Section 1) or the policy of the Securities and Exchange Commission (the “Commission”), the Company shall prepare and, not later than 60 days (such 60th day being a “Filing Deadline”) after the date on which the Initial Purchasers purchase the Initial Securities pursuant to the Purchase Agreement (the “Closing Date”), file with the Commission a registration statement (the “Exchange Offer Registration Statement”) on an appropriate form under the Securities Act of 1933, as amended (the “Securities Act”), with respect to a proposed offer (the “Registered Exchange Offer”) to the Holders of Transfer Restricted Securities (as defined in Section 6 hereof), who are not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Initial Securities, a like aggregate principal amount of debt securities of the Company issued under the Mortgage, identical in all material respects to the Initial Securities and registered under the Securities Act (the “Exchange Securities”). The Company shall use its reasonable best efforts to (i) cause such Exchange Offer Registration Statement to become effective under the Securities Act within 200 days after the Closing Date (such 200th day being an “Effectiveness Deadline”) and (ii) keep the Exchange Offer Registration Statement effective for not less than 30 days (or longer, if required by applicable law) after the date notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “Exchange Offer Registration Period”). If the Company commences the Registered Exchange Offer, the Company (i) will be entitled to consummate the Registered Exchange Offer 30 days after such commencement (provided that the Company has accepted all the Initial Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer) and (ii) will be required to consummate the Registered Exchange Offer no later than 40 days after the date on which the Exchange Offer Registration Statement is declared effective (such 40th day being the “Consummation Deadline”). Following the declaration of the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities electing to exchange the Initial Securities for Exchange Securities (assuming that such Holder is not an affiliate of the Company within the meaning of the Securities Act, acquires the Exchange Securities in the ordinary course of such Holder’s business and has no arrangements with any person to participate in the distribution of the Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States. The Company acknowledges that, pursuant to current interpretations by the Commission’s staff of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom, (i) each Holder which is a broker-dealer electing to exchange Initial Securities, acquired for its own account as a result of market making activities or other trading activities, for Exchange Securities (an “Exchanging Dealer”), is required to deliver a prospectus containing the information set forth in (a) Annex A hereto on the cover, (b) Annex B hereto in the “Exchange Offer Procedures” section and the “Purpose of the Exchange Offer” section, and (c) Annex C hereto in the “Plan of Distribution” section of such prospectus in connection with a sale of any such Exchange Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) the Initial Purchasers that elect to sell Securities (as defined below) acquired in exchange for Initial Securities constituting any portion of an unsold allotment, are required to deliver a prospectus containing the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale. The Company shall use its reasonable best efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the prospectus contained therein, in order to permit such prospectus to be lawfully delivered by all persons subject to the prospectus delivery requirements of the Securities Act for such period of time as such persons must comply with such requirements in order to resell the Exchange Securities; provided, however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or either of the Initial Purchasers, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers and the Initial Purchasers have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Company shall make such prospectus and any amendment or supplement thereto available to any broker-dealer for use in connection with any resale of any Exchange Securities for a period of not less than 180 days after the consummation of the Registered Exchange Offer. If, upon consummation of the Registered Exchange Offer, either of the Initial Purchasers holds Initial Securities acquired by it as part of its initial distribution, the Company, simultaneously with the delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and deliver to such Initial Purchaser upon the written request of such Initial Purchaser, in exchange (the “Private Exchange”) for the Initial Securities held by such Initial Purchaser, a like principal amount of debt securities of the Company issued under the Mortgage and identical in all material respects to the Initial Securities (the “Private Exchange Securities”). The Initial Securities, the Exchange Securities and the Private Exchange Securities are herein collectively called the “Securities.” In connection with the Registered Exchange Offer, the Company shall:

Registered Exchange Offer. Unless not permitted by applicable law (after the Company has complied with the ultimate paragraph of this Section 1) or the policy of the Securities and Exchange Commission (the “Commission”), the Company shall prepare and, not later than 60 90 days (such 60th 90th day being a “Filing Deadline”"FILING DEADLINE") after the date on which the Initial Purchasers purchase the Initial Securities pursuant to the Purchase Agreement (the “Closing Date”"CLOSING DATE"), file with the Securities and Exchange Commission (the "COMMISSION") a registration statement (the “Exchange Offer Registration Statement”"EXCHANGE OFFER REGISTRATION STATEMENT") on an appropriate form under the Securities Act of 1933, as amended (the “Securities Act”"SECURITIES ACT"), with respect to a proposed offer (the “Registered Exchange Offer”"REGISTERED EXCHANGE OFFER") to the Holders of Transfer Restricted Securities (as defined in Section 6 hereof), who are not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Initial Securities, a like aggregate principal amount of debt securities of the Company issued under the MortgageIndenture, identical in all material respects to the Initial Securities and registered under the Securities Act (the “Exchange Securities”"EXCHANGE SECURITIES"). The Company shall use its reasonable best efforts to (i) cause such Exchange Offer Registration Statement to become effective under the Securities Act within 200 210 days after the Closing Date (such 200th 210th day being an “Effectiveness Deadline”"EFFECTIVENESS DEADLINE") and (ii) keep the Exchange Offer Registration Statement effective for not less than 30 days (or longer, if required by applicable law) after the date notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “Exchange Offer Registration Period”"EXCHANGE OFFER REGISTRATION PERIOD"). If the Company commences the Registered Exchange Offer, the Company (i) will be entitled to consummate the Registered Exchange Offer 30 days after such commencement (provided that the Company has accepted all the Initial Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer) and (ii) will be required to consummate the Registered Exchange Offer no later than 40 50 days after the date on which the Exchange Offer Registration Statement is declared effective (such 40th 50th day being the “Consummation Deadline”"CONSUMMATION DEADLINE"). Following the declaration of the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities electing to exchange the Initial Securities for Exchange Securities (assuming that such Holder is not an affiliate of the Company within the meaning of the Securities Act, acquires the Exchange Securities in the ordinary course of such Holder’s 's business and has no arrangements with any person to participate in the distribution of the Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States. The Company acknowledges that, pursuant to current interpretations by the Commission’s 's staff of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom, (i) each Holder which is a broker-dealer electing to exchange Initial Securities, acquired for its own account as a result of market making activities or other trading activities, for Exchange Securities (an “Exchanging Dealer”"EXCHANGING DEALER"), is required to deliver a prospectus containing the information set forth in (a) Annex A hereto on the cover, (b) Annex B hereto in the “"Exchange Offer Procedures” " section and the “"Purpose of the Exchange Offer” " section, and (c) Annex C hereto in the “"Plan of Distribution” " section of such prospectus in connection with a sale of any such Exchange Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) the an Initial Purchasers Purchaser that elect elects to sell Securities (as defined below) acquired in exchange for Initial Securities constituting any portion of an unsold allotment, are is required to deliver a prospectus containing the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale. The Company shall use its reasonable best efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the prospectus contained therein, in order to permit such prospectus to be lawfully delivered by all persons subject to the prospectus delivery requirements of the Securities Act for such period of time as such persons must comply with such requirements in order to resell the Exchange Securities; providedPROVIDED, howeverHOWEVER, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or either of the an Initial PurchasersPurchaser, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers and the Initial Purchasers have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Company shall make such prospectus and any amendment or supplement thereto available to any broker-dealer for use in connection with any resale of any Exchange Securities for a period of not less than 180 days after the consummation of the Registered Exchange Offer. If, upon consummation of the Registered Exchange Offer, either of the any Initial Purchasers Purchaser holds Initial Securities acquired by it as part of its initial distribution, the Company, simultaneously with the delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and deliver to such Initial Purchaser upon the written request of such Initial Purchaser, in exchange (the “Private Exchange”"PRIVATE EXCHANGE") for the Initial Securities held by such Initial Purchaser, a like principal amount of debt securities of the Company issued under the Mortgage Indenture and identical in all material respects to the Initial Securities (the “Private Exchange Securities”"PRIVATE EXCHANGE SECURITIES"). The Initial Securities, the Exchange Securities and the Private Exchange Securities are herein collectively called the “Securities.” "SECURITIES". In connection with the Registered Exchange Offer, the Company shall:

Registered Exchange Offer. Unless not permitted by applicable law (after the Company has complied with the ultimate paragraph of this Section 1) or the policy of the Securities and Exchange Commission (the “Commission”), the Company shall prepare and, not later than 60 270 days (such 60th 270th day being a “Filing Deadline”"FILING DEADLINE") after the date on which the Initial Purchasers purchase the Initial Securities pursuant to the Purchase Agreement (the “Closing Date”"CLOSING DATE"), file with the Securities and Exchange Commission (the "COMMISSION") a registration statement (the “Exchange Offer Registration Statement”"EXCHANGE OFFER REGISTRATION STATEMENT") on an appropriate form under the Securities Act of 1933, as amended (the “Securities Act”"SECURITIES ACT"), with respect to a proposed offer (the “Registered Exchange Offer”"REGISTERED EXCHANGE OFFER") to the Holders of Transfer Restricted Securities (as defined in Section 6 hereof), who are not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Initial Securities, a like aggregate principal amount of debt securities of the Company issued under the MortgageIndenture, identical in all material respects to the Initial Securities and registered under the Securities Act (the “Exchange Securities”"EXCHANGE SECURITIES"). The Company shall use its reasonable best efforts to (i) cause such Exchange Offer Registration Statement to become effective under the Securities Act within 200 360 days after the Closing Date (such 200th 360th day being an “Effectiveness Deadline”"EFFECTIVENESS DEADLINE") and (ii) keep the Exchange Offer Registration Statement effective for not less than 30 days (or longer, if required by applicable law) after the date notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “Exchange Offer Registration Period”"EXCHANGE OFFER REGISTRATION PERIOD"). If the Company commences the Registered Exchange Offer, the Company (i) will be entitled to consummate the Registered Exchange Offer 30 days after such commencement (provided that the Company has accepted all the Initial Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer) and (ii) will be required to consummate the Registered Exchange Offer no later than 40 days after the date on which the Exchange Offer Registration Statement is declared effective (such 40th day being the “Consummation Deadline”"CONSUMMATION DEADLINE"). Following the declaration of the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities electing to exchange the Initial Securities for Exchange Securities (assuming that such Holder is not an affiliate of the Company within the meaning of the Securities Act, acquires the Exchange Securities in the ordinary course of such Holder’s Xxxxxx's business and has no arrangements with any person to participate in the distribution of the Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States. The Company acknowledges that, pursuant to current interpretations by the Commission’s 's staff of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom, (i) each Holder which is a broker-dealer electing to exchange Initial Securities, acquired for its own account as a result of market making activities or other trading activities, for Exchange Securities (an “Exchanging Dealer”"EXCHANGING DEALER"), is required to deliver a prospectus containing the information set forth in (a) Annex A hereto on the cover, (b) Annex B hereto in the “"Exchange Offer Procedures” " section and the “"Purpose of the Exchange Offer” " section, and (c) Annex C hereto in the “"Plan of Distribution” " section of such prospectus in connection with a sale of any such Exchange Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) the an Initial Purchasers Purchaser that elect elects to sell Securities (as defined below) acquired in exchange for Initial Securities constituting any portion of an unsold allotment, are is required to deliver a prospectus containing the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale. The Company shall use its reasonable best efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the prospectus contained therein, in order to permit such prospectus to be lawfully delivered by all persons subject to the prospectus delivery requirements of the Securities Act for such period of time as such persons must comply with such requirements in order to resell the Exchange Securities; providedPROVIDED, howeverHOWEVER, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or either of the an Initial PurchasersPurchaser, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers and the Initial Purchasers have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Company shall make such prospectus and any amendment or supplement thereto available to any broker-dealer for use in connection with any resale of any Exchange Securities for a period of not less than 180 days after the consummation of the Registered Exchange Offer. If, upon consummation of the Registered Exchange Offer, either of the any Initial Purchasers Purchaser holds Initial Securities acquired by it as part of its initial distribution, the Company, simultaneously with the delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and deliver to such Initial Purchaser upon the written request of such Initial Purchaser, in exchange (the “Private Exchange”"PRIVATE EXCHANGE") for the Initial Securities held by such Initial Purchaser, a like principal amount of debt securities of the Company issued under the Mortgage Indenture and identical in all material respects to the Initial Securities (the “Private Exchange Securities”"PRIVATE EXCHANGE SECURITIES"). The Initial Securities, the Exchange Securities and the Private Exchange Securities are herein collectively called the “Securities.” "SECURITIES". In connection with the Registered Exchange Offer, the Company shall:

Registered Exchange Offer. Unless not permitted by applicable law The Issuers shall (after the Company has complied with the ultimate paragraph of this Section 1i) or the policy of the Securities and Exchange Commission (the “Commission”), the Company shall prepare and, not later than 60 days (such 60th day being a “Filing Deadline”) after following the date on which of original issuance of the Initial Purchasers purchase the Initial Securities pursuant to the Purchase Agreement (the “Closing Date”"ISSUE DATE"), file with the Commission a registration statement on Form S-1 or Form S-4, if the use of such forms is then available (the “Exchange Offer Registration Statement”) on an appropriate form under the Securities Act of 1933, as amended (the “Securities Act”"EXCHANGE OFFER REGISTRATION STATEMENT"), with respect to a proposed offer (the “Registered Exchange Offer”) to the Holders of Transfer Restricted the Securities (as defined in Section 6 hereof), who are not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer, "REGISTERED EXCHANGE OFFER") to issue and deliver to such Holders, in exchange for the Initial Securities, a like aggregate principal amount of debt securities of the Company issued under (the Mortgage"EXCHANGE NOTES") and like guarantees of the Guarantors on such Exchange Notes (such guarantees, together with the Exchange Notes, the "EXCHANGE SECURITIES") that are identical in all material respects to the Initial Securities and registered under Securities, except for the Securities Act transfer restrictions relating to the Securities, (the “Exchange Securities”). The Company shall ii) use its their reasonable best efforts to (i) cause such the Exchange Offer Registration Statement to become effective under the Securities Act as promptly as practicable after the filing thereof and within 150 days after the Issue Date, and the Registered Exchange Offer to be consummated as promptly as practicable, but in any event on or prior to 200 days after the Closing Issue Date (such 200th day being an “Effectiveness Deadline”) and (iiiii) keep the Exchange Offer Registration Statement effective for not less than 30 days (or longer, if required by applicable law) after the date on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “Exchange Offer Registration Period”"EXCHANGE OFFER REGISTRATION PERIOD"). If The Exchange Securities will be issued under the Company commences Indenture or an indenture (the Registered Exchange Offer"EXCHANGE SECURITIES INDENTURE") between the Company, the Company (i) will be entitled Guarantors and the Trustee or such other bank or trust company that is reasonably satisfactory to consummate the Registered Exchange Offer 30 days after such commencement (provided that the Company has accepted all the Initial Purchasers, as trustee (the "EXCHANGE SECURITIES TRUSTEE"), such indenture to be identical in all material respects to the Indenture, except for the transfer restrictions relating to the Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer) and (ii) will be required to consummate the Registered Exchange Offer no later than 40 days after the date on which the Exchange Offer Registration Statement is declared effective (such 40th day being the “Consummation Deadline”as described above). Following the declaration of Upon the effectiveness of the Exchange Offer Registration Statement, the Company Issuers shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities electing to exchange the Initial Securities for Exchange Securities (assuming that such Holder (a) is not an affiliate of the Company within Company, the meaning Guarantors or an Exchanging Dealer (as defined herein) not complying with the requirements of the next sentence, (b) is not an Initial Purchaser holding Securities Actthat have, or that are reasonably likely to have, the status of an unsold allotment in an initial distribution, (c) acquires the Exchange Securities in the ordinary course of such Holder’s 's business and (d) has no arrangements or understandings with any person to participate in the distribution of the Exchange Securities Securities) and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States. The Company acknowledges Issuers, the Initial Purchasers and each Exchanging Dealer acknowledge that, (i) pursuant to current interpretations by the Commission’s 's staff of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom, (i) each Holder which that is a broker-dealer electing to exchange Initial Securities, Securities acquired for its own account as a result of market market-making activities or other trading activities, activities for Exchange Securities (an “Exchanging Dealer”), "EXCHANGING DEALER") is required to deliver a prospectus containing substantially the information set forth in (a) Annex A hereto on the cover, (b) in Annex B hereto in the “"Exchange Offer Procedures” " section and the “"Purpose of the Exchange Offer” section, " section and (c) in Annex C hereto in the “"Plan of Distribution” " section of such prospectus in connection with a sale of any such Exchange Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) the if any Initial Purchasers that elect Purchaser elects to sell Private Exchange Securities (as defined below) acquired in exchange for Initial Securities constituting any portion of an unsold allotment, are it is required to deliver a prospectus containing the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such a sale. The Company shall use its reasonable best efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the prospectus contained therein, in order to permit such prospectus to be lawfully delivered by all persons subject to the prospectus delivery requirements of the Securities Act for such period of time as such persons must comply with such requirements in order to resell the Exchange Securities; provided, however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or either of the Initial Purchasers, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers and the Initial Purchasers have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Company shall make such prospectus and any amendment or supplement thereto available to any broker-dealer for use in connection with any resale of any Exchange Securities for a period of not less than 180 days after the Upon consummation of the Registered Exchange Offer. IfOffer in accordance with this Section 1, upon consummation the provisions of this Agreement shall continue to apply, MUTATIS MUTANDIS, solely with respect to Transfer Restricted Securities as to which clauses (i) through (v) of the Registered Exchange Offer, either of the Initial Purchasers holds Initial Securities acquired by it as part of its initial distribution, the Company, simultaneously with the delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and deliver to such Initial Purchaser upon the written request of such Initial Purchaser, in exchange (the “Private Exchange”) for the Initial Securities held by such Initial Purchaser, a like principal amount of debt securities of the Company issued under the Mortgage and identical in all material respects to the Initial Securities (the “Private Exchange Securities”). The Initial Securities, the Exchange Securities and the Private Exchange Securities are herein collectively called the “Securities.” In connection with the Registered Exchange Offer, the Company shall:first paragraph of

Registered Exchange Offer. Unless Revlon and the Guarantors shall, at their cost, prepare and, not permitted by applicable law (later than 90 days after the Company has complied Closing Date (or, if the 90th day is not a business day, the first business day thereafter) (February 25, 2002, assuming the Closing Date is November 26, 2001), shall file with the ultimate paragraph of this Section 1) or the policy of the Securities and Exchange Commission (the “"Commission”), the Company shall prepare and, not later than 60 days (such 60th day being a “Filing Deadline”") after the date on which the Initial Purchasers purchase the Initial Securities pursuant to the Purchase Agreement (the “Closing Date”), file with the Commission a registration statement (the “"Exchange Offer Registration Statement”") on an appropriate form under the Securities Act of 1933, as amended (the “Securities "1933 Act”"), with respect to a proposed offer (the “"Registered Exchange Offer”") to the Holders of Transfer Restricted Securities (as defined in Section 6 hereof), who are not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Initial SecuritiesNotes, a like aggregate principal amount of debt securities (the "Exchange Notes") of the Company issued under the Mortgage, Revlon with terms substantially identical in all material respects to the Initial Securities Notes (except that the Exchange Notes will not contain terms with respect to transfer restrictions and registered under the Securities Act (the “Exchange Securities”interest rate increases). The Company , shall use its reasonable their respective best efforts to (i) cause such the Exchange Offer Registration Statement to become effective under the Securities 1933 Act within 200 by 180 days after the Closing Date (such 200th or, if the 180th day being an “Effectiveness Deadline”is not a business day, the first business day thereafter) (May 28, 2002, assuming the Closing Date is November 26, 2001) and (ii) shall use their respective best efforts to keep the Exchange Offer Registration Statement effective for not less than 30 days (or longer, if required by applicable law) after under the date notice 1933 Act until the close of business on the 180th day following the expiration of the Registered Exchange Offer is mailed to the Holders (such period being called the “"Exchange Offer Registration Period”)") for use by Exchanging Dealers (as defined below) as contemplated in Section 3(g) below. If Revlon and the Company commences the Registered Exchange Offer, the Company (i) will Guarantors shall be entitled deemed not to consummate the Registered Exchange Offer 30 days after such commencement (provided that the Company has accepted all the Initial Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer) and (ii) will be required have used their respective best efforts to consummate the Registered Exchange Offer no later than 40 days after the date on which keep the Exchange Offer Registration Statement effective during the Exchange Offer Registration Period if Revlon or any Guarantor voluntarily takes any action that would result in Exchanging Dealers not being able to use such Registration Statement as contemplated in such Section 3(g), unless (i) such action is declared effective required by applicable law or (ii) such 40th day being action is taken by Revlon or a Guarantor in good faith and for valid business reasons (not including avoidance of Revlon's and the “Consummation Deadline”Guarantors' obligations hereunder), including, but not limited to, the acquisition or divestiture of assets, so long as Revlon and the Guarantors promptly thereafter comply with the requirements of Section 3(j) hereof, if applicable. Following The Exchange Notes will be issued under the declaration of Indenture. Upon the effectiveness of the Exchange Offer Registration Statement, the Company Issuer and the Guarantors shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities electing to exchange the Initial Securities Notes for Exchange Securities Notes (assuming that such Holder is not an affiliate of the Company Revlon within the meaning of the Securities 1933 Act, acquires the Exchange Securities Notes in the ordinary course of such Holder’s Xxxxxx's business and has no arrangements with any person to participate in the distribution of the Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange OfferNotes) to trade such Exchange Securities Notes from and after their receipt without any limitations or restrictions under the Securities 1933 Act and without material restrictions under the securities laws of a substantial proportion of the several states of the United States. The Company acknowledges Notwithstanding the foregoing, the Initial Purchasers, Revlon and the Guarantors acknowledge that, pursuant to current interpretations by the Commission’s 's staff of Section 5 of the Securities 1933 Act, and in the absence of an applicable exemption therefrom, (i) each Holder (including any Initial Purchaser) which is a broker-dealer electing to exchange Initial Securitiesthe Notes, acquired for its own account as a result of market making activities or other trading activities, for the Exchange Securities Notes (an “"Exchanging Dealer”"), is required to deliver a prospectus containing the information set forth in (a) Annex A hereto on the cover, (b) in Annex B hereto in the “Exchange Offer Procedures” section and the “Purpose of the "The Exchange Offer” " section, and (c) in Annex C hereto in the “"Plan of Distribution” " section of such prospectus in connection with a sale of any such Exchange Securities Notes received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) the each Initial Purchasers that elect Purchaser which elects to sell Securities (as defined below) Exchange Notes acquired in exchange for Initial Securities the Notes constituting any portion of an unsold allotment, are allotment is required to deliver a prospectus containing the information required by Items 507 or and/or 508 of Regulation S-K under the Securities 1933 Act, as applicable, in connection with such a sale. The Company shall use its reasonable best efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the prospectus contained therein, in order to permit such prospectus to be lawfully delivered by all persons subject to the prospectus delivery requirements of the Securities Act for such period of time as such persons must comply with such requirements in order to resell the Exchange Securities; provided, however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or either of the Initial Purchasers, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers and the Initial Purchasers have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Company shall make such prospectus and any amendment or supplement thereto available to any broker-dealer for use in connection with any resale of any Exchange Securities for a period of not less than 180 days after the consummation of the Registered Exchange Offer. If, upon consummation of the Registered Exchange Offer, either any Initial Purchaser holds the Notes constituting any portion of the Initial Purchasers holds Initial Securities an unsold allotment acquired by it as part of its initial distribution, the CompanyIssuer, simultaneously with the delivery of the Exchange Securities Notes pursuant to the Registered Exchange Offer, shall issue and deliver to such Initial Purchaser upon the written request of such Initial Purchaser, in exchange (the “"Private Exchange”") for the Initial Securities Notes held by such Initial Purchaser, a like principal amount of debt securities of the Company Exchange Notes issued under the Mortgage Indenture and identical in all material respects (including the existence of restrictions on transfer under the 1933 Act and the securities laws of the several states of the United States) to the Initial Securities Notes (the “"Private Exchange Securities”). The Initial SecuritiesNotes"; the Notes, the Exchange Securities Notes and the Private Exchange Securities are herein Notes being hereinafter referred to collectively called as the “"Securities.” "). The Issuer and the Guarantors will use reasonable efforts to cause the Private Exchange Notes to bear the same CUSIP number as the Exchange Notes. In connection with the Registered Exchange Offer, the Company Issuer and the Guarantors shall:

Registered Exchange Offer. Unless not permitted by applicable law (after the The Company has complied shall, at its own cost, prepare and file with the ultimate paragraph of this Section 1) or the policy of the Securities and Exchange Commission (the “Commission”), the Company shall prepare and, not later than 60 days (such 60th day being a “Filing Deadline”) after the date on which the Initial Purchasers purchase the Initial Securities pursuant to the Purchase Agreement (the “Closing Date”), file with the Commission a registration statement (the “Exchange Offer Registration Statement”) on an appropriate form under the Securities Act of 1933, as amended (the “Securities Act”), with respect to a proposed offer (the “Registered Exchange Offer”) to the Holders of Transfer Restricted Securities (as defined in Section 6 6(e) hereof), who are not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Initial Securities, a like aggregate principal amount of debt securities of the Company (together with the guarantees thereon, the “Exchange Securities”), issued under the Mortgage, Indenture and identical in all material respects to the Initial Securities and the Guarantees (except for the transfer restrictions relating to the Initial Securities and the provisions relating to the matters described in Section 6 hereof) that would be registered under the Securities Act (the “Exchange Securities”)Act. The Company shall use its reasonable best efforts to (i) cause such Exchange Offer Registration Statement to become effective under the Securities Act within 200 days after the Closing Date and shall (such 200th day being an “Effectiveness Deadline”) and (iii) keep the Exchange Offer Registration Statement effective for not less than 30 20 business days (or longer, if required by applicable law) after the date notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “Exchange Offer Registration Period”). If the Company commences the Registered Exchange Offer, the Company ) and (iii) will be entitled to consummate the Registered Exchange Offer 30 not later than 365 days after such commencement the date of original issue of the Initial Securities (provided the “Issue Date”) (or if the 365th day is not a business day, the first business day thereafter), provided, with respect to clause (ii), that the Company has accepted all the Initial Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer) and (ii) will be required to consummate the Registered Exchange Offer no later than 40 days after the date on which the Exchange Offer Registration Statement is declared effective (such 40th day being the “Consummation Deadline”). Following the declaration of the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities (as defined in Section 6(e) hereof) electing to exchange the Initial Securities for Exchange Securities (assuming that such Holder is not an affiliate of the Company within the meaning of the Securities Act, acquires the Exchange Securities in the ordinary course of such Holder’s business and has no arrangements with any person to participate in the distribution of the Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States. The Company acknowledges that, pursuant to current interpretations by the Commission’s staff of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom, (i) each Holder which is a broker-dealer electing to exchange Initial Securities, acquired for its own account as a result of market making activities or other trading activities, for Exchange Securities (an a “Exchanging Participating Broker-Dealer”), is required to deliver a prospectus containing the information set forth in (a) Annex A hereto on the cover, (b) Annex B hereto in the “Exchange Offer Procedures” section and the “Purpose of the Exchange Offer” section, and (c) Annex C hereto in the “Plan of Distribution” section of such prospectus in connection with a sale of any such Exchange Securities received by such Exchanging Participating Broker-Dealer pursuant to the Registered Exchange Offer and (ii) if the Initial Purchasers that elect Purchaser elects to sell Exchange Securities (as defined below) acquired in exchange for Initial Securities constituting any portion of an unsold allotment, are it is required to deliver a prospectus containing the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale. The Company shall use its reasonable best efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the prospectus contained therein, in order to permit such prospectus to be lawfully delivered by all persons subject to the prospectus delivery requirements of the Securities Act for such period of time as such persons must comply with such requirements in order to resell the Exchange Securities; provided, however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging a Participating Broker-Dealer or either of the Initial PurchasersPurchaser, such period shall be the lesser of 180 days and the date on which all Exchanging Participating Broker-Dealers and the Initial Purchasers Purchaser have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Company shall make upon request such prospectus and any amendment or supplement thereto thereto, available to any broker-dealer for use in connection with any resale of any Exchange Securities for a period of not less than 180 90 days after the consummation of the Registered Exchange Offer. If, upon consummation of the Registered Exchange Offer, either of the Initial Purchasers Purchaser holds any Initial Securities acquired by it as part of its initial distribution, the Company, simultaneously with the delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and deliver to such the Initial Purchaser upon the written request of such the Initial Purchaser, in exchange (the “Private Exchange”) for the Initial Securities held by such the Initial Purchaser, a like principal amount of debt securities of the Company issued under the Mortgage Indenture and identical in all material respects (including the existence of restrictions on transfer under the Securities Act and the securities laws of the several states of the United States, but excluding provisions relating to the matters described in Section 6 hereof) to the Initial Securities (the “Private Exchange Securities”). The Initial Securities, the Exchange Securities and the Private Exchange Securities are herein collectively called the “Securities.” In connection with the Registered Exchange Offer, the Company shall:

Registered Exchange Offer. Unless The Company shall, at its own cost, prepare and, not permitted by applicable law later than 90 days after (after or if the Company has complied 90th day is not a business day, the first business day thereafter) the date of original issue of the Initial Securities (the "ISSUE DATE"), file with the ultimate paragraph of this Section 1) or the policy of the Securities and Exchange Commission (the “Commission”), the Company shall prepare and, not later than 60 days (such 60th day being a “Filing Deadline”"COMMISSION") after the date on which the Initial Purchasers purchase the Initial Securities pursuant to the Purchase Agreement (the “Closing Date”), file with the Commission a registration statement (the “Exchange Offer Registration Statement”"EXCHANGE OFFER REGISTRATION STATEMENT") on an appropriate form under the Securities Act of 1933, as amended (the “Securities Act”"SECURITIES ACT"), with respect to a proposed offer (the “Registered Exchange Offer”"REGISTERED EXCHANGE OFFER") to the Holders of Transfer Restricted Securities (as defined in Section 6 hereof), who are not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Initial Securities, a like aggregate principal amount of debt securities (the "EXCHANGE SECURITIES") of the Company issued under the Mortgage, Indenture and identical in all material respects to the Initial Securities (except for the transfer restrictions relating to the Initial Securities and the provisions relating to the matters described in Section 6 hereof) that would be registered under the Securities Act (the “Exchange Securities”)Act. The Company shall use its reasonable best efforts to (i) cause such Exchange Offer Registration Statement to become effective under the Securities Act within 200 150 days (or if the 150th day is not a business day, the first business day thereafter) after the Closing Issue Date (such 200th day being an “Effectiveness Deadline”) of the Initial Securities and (ii) shall keep the Exchange Offer Registration Statement effective for not less than 30 days (or longer, if required by applicable law) after the date notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “Exchange Offer Registration Period”"EXCHANGE OFFER REGISTRATION PERIOD"). If the Company commences effects the Registered Exchange Offer, the Company (i) will be entitled to consummate close the Registered Exchange Offer 30 days after such the commencement (thereof provided that the Company has accepted all the Initial Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer) and (ii) will be required to consummate the Registered Exchange Offer no later than 40 days after the date on which the Exchange Offer Registration Statement is declared effective (such 40th day being the “Consummation Deadline”). Following the declaration of the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities (as defined in Section 6 hereof) electing to exchange the Initial Securities for Exchange Securities (assuming that such Holder is not an affiliate of the Company within the meaning of the Securities Act, acquires the Exchange Securities in the ordinary course of such Holder’s 's business and has no arrangements with any person to participate in the distribution of the Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States. The Company acknowledges that, pursuant to current interpretations by the Commission’s 's staff of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom, (i) each Holder which is a broker-dealer electing to exchange Initial Securities, acquired for its own account as a result of market making activities or other trading activities, for Exchange Securities (an “Exchanging Dealer”"EXCHANGING DEALER"), is required to deliver a prospectus containing the information set forth in (a) Annex A hereto on the cover, (b) Annex B hereto in the “"Exchange Offer Procedures” " section and the “"Purpose of the Exchange Offer” " section, and (c) Annex C hereto in the “"Plan of Distribution” " section of such prospectus in connection with a sale of any such Exchange Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) the an Initial Purchasers Purchaser that elect elects to sell Securities (as defined below) acquired in exchange for Initial Securities constituting any portion of an unsold allotment, are is required to deliver a prospectus containing the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale. The Company shall use its reasonable best efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the prospectus contained therein, in order to permit such prospectus to be lawfully delivered by all persons subject to the prospectus delivery requirements of the Securities Act for such period of time as such persons must comply with such requirements in order to resell the Exchange Securities; providedPROVIDED, howeverHOWEVER, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or either of the an Initial PurchasersPurchaser, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers and the Initial Purchasers have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Company shall make such prospectus and any amendment or supplement thereto available to any broker-dealer for use in connection with any resale of any Exchange Securities for a period of not less than 180 days after the consummation of the Registered Exchange Offer. If, upon consummation of the Registered Exchange Offer, either of the an Initial Purchasers Purchaser holds Initial Securities acquired by it as part of its initial distribution, the Company, simultaneously with the delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and deliver to such Initial Purchaser upon the written request of such Initial Purchaser, in exchange (the “Private Exchange”"PRIVATE EXCHANGE") for the Initial Securities held by such Initial Purchaser, a like principal amount of debt securities of the Company issued under the Mortgage Indenture and identical in all material respects (including the existence of restrictions on transfer under the Securities Act and the securities laws of the several states of the United States, but excluding provisions relating to the matters described in Section 6 hereof) to the Initial Securities (the “Private Exchange Securities”"PRIVATE EXCHANGE SECURITIES"). The Initial Securities, the Exchange Securities and the Private Exchange Securities are herein collectively called the “Securities.” "SECURITIES". In connection with the Registered Exchange Offer, the Company shall:

Registered Exchange Offer. Unless not permitted by applicable law (after the Company has complied with the ultimate paragraph of this Section 1) or the policy of the Securities and Exchange Commission (the “Commission”"COMMISSION"), the Company shall prepare and, not later than 60 days (such 60th day being a “Filing Deadline”"FILING DEADLINE") after the date on which the Initial Purchasers purchase Purchaser purchases the Initial Securities pursuant to the Purchase Agreement (the “Closing Date”"CLOSING DATE"), file with the Commission a registration statement (the “Exchange Offer Registration Statement”"EXCHANGE OFFER REGISTRATION STATEMENT") on an appropriate form under the Securities Act of 1933, as amended (the “Securities Act”"SECURITIES ACT"), with respect to a proposed offer (the “Registered Exchange Offer”"REGISTERED EXCHANGE OFFER") to the Holders of Transfer Restricted Securities (as defined in Section 6 hereof), who are not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Initial Securities, a like aggregate principal amount of debt securities of the Company issued under the Mortgage, identical in all material respects to the Initial Securities and registered under the Securities Act (the “Exchange Securities”"EXCHANGE SECURITIES"). The Company shall use its reasonable best efforts to (i) cause such Exchange Offer Registration Statement to become effective under the Securities Act within 200 days after the Closing Date (such 200th day being an “Effectiveness Deadline”"EFFECTIVENESS DEADLINE") and (ii) keep the Exchange Offer Registration Statement effective for not less than 30 days (or longer, if required by applicable law) after the date notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “Exchange Offer Registration Period”"EXCHANGE OFFER REGISTRATION PERIOD"). If the Company commences the Registered Exchange Offer, the Company (i) will be entitled to consummate the Registered Exchange Offer 30 days after such commencement (provided PROVIDED that the Company has accepted all the Initial Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer) and (ii) will be required to consummate the Registered Exchange Offer no later than 40 days after the date on which the Exchange Offer Registration Statement is declared effective (such 40th day being the “Consummation Deadline”"CONSUMMATION DEADLINE"). Following the declaration of the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities electing to exchange the Initial Securities for Exchange Securities (assuming that such Holder is not an affiliate of the Company within the meaning of the Securities Act, acquires the Exchange Securities in the ordinary course of such Holder’s 's business and has no arrangements with any person to participate in the distribution of the Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States. The Company acknowledges that, pursuant to current interpretations by the Commission’s 's staff of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom, (i) each Holder which is a broker-dealer electing to exchange Initial Securities, acquired for its own account as a result of market making activities or other trading activities, for Exchange Securities (an “Exchanging Dealer”"EXCHANGING DEALER"), is required to deliver a prospectus containing the information set forth in (a) Annex A hereto on the cover, (b) Annex B hereto in the “"Exchange Offer Procedures” " section and the “"Purpose of the Exchange Offer” " section, and (c) Annex C hereto in the “"Plan of Distribution” " section of such prospectus in connection with a sale of any such Exchange Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) the Initial Purchasers Purchaser that elect elects to sell Securities (as defined below) acquired in exchange for Initial Securities constituting any portion of an unsold allotment, are is required to deliver a prospectus containing the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale. The Company shall use its reasonable best efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the prospectus contained therein, in order to permit such prospectus to be lawfully delivered by all persons subject to the prospectus delivery requirements of the Securities Act for such period of time as such persons must comply with such requirements in order to resell the Exchange Securities; providedPROVIDED, howeverHOWEVER, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or either of the Initial PurchasersPurchaser, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers and the Initial Purchasers Purchaser have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Company shall make such prospectus and any amendment or supplement thereto available to any broker-dealer for use in connection with any resale of any Exchange Securities for a period of not less than 180 days after the consummation of the Registered Exchange Offer. If, upon consummation of the Registered Exchange Offer, either of the Initial Purchasers Purchaser holds Initial Securities acquired by it as part of its initial distribution, the Company, simultaneously with the delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and deliver to such the Initial Purchaser upon the written request of such the Initial Purchaser, in exchange (the “Private Exchange”"PRIVATE EXCHANGE") for the Initial Securities held by such the Initial Purchaser, a like principal amount of debt securities of the Company issued under the Mortgage and identical in all material respects to the Initial Securities (the “Private Exchange Securities”"PRIVATE EXCHANGE SECURITIES"). The Initial Securities, the Exchange Securities and the Private Exchange Securities are herein collectively called the “Securities"SECURITIES.” " In connection with the Registered Exchange Offer, the Company shall:

Registered Exchange Offer. Unless not permitted by applicable law (after the Company has complied with the ultimate paragraph of this Section 1) or the policy of the Securities and Exchange Commission (the “Commission”), the Company shall prepare and, not later than 60 days (such 60th day being a “Filing Deadline”"FILING DEADLINE") after the date on which the Initial Purchasers purchase Purchaser purchases the Initial Securities pursuant to the Purchase Agreement (the “Closing Date”"CLOSING DATE"), file with the Securities and Exchange Commission (the "COMMISSION") a registration statement (the “Exchange Offer Registration Statement”) on an appropriate form under the Securities Act of 1933, as amended (the “Securities Act”"SECURITIES ACT"), or amend an existing registration statement (each such registration statement, an "EXCHANGE OFFER REGISTRATION STATEMENT"), with respect to a proposed offer (the “Registered Exchange Offer”"REGISTERED EXCHANGE OFFER") to the Holders of Transfer Restricted Securities (as defined in Section 6 hereof), who are not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Initial Securities, a like aggregate principal amount of debt securities of the Company issued under the MortgageIndenture, identical in all material respects to the Initial Securities and registered under the Securities Act (the “Exchange Securities”"EXCHANGE SECURITIES"). The Company Each of the Issuer and the Guarantors shall use its reasonable best efforts to (i) cause such Exchange Offer Registration Statement to become effective under the Securities Act within 200 180 days after the Closing Date (such 200th 180th day being an “Effectiveness Deadline”"EFFECTIVENESS DEADLINE") and (ii) keep the Exchange Offer Registration Statement effective for not less than 30 days (or longer, if required by applicable law) after the date notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “Exchange Offer Registration Period”"EXCHANGE OFFER REGISTRATION PERIOD"). If the Company commences the Registered Exchange Offer, each of the Company Issuer and the Guarantors (i) will be entitled shall use its best efforts to consummate the Registered Exchange Offer 30 days on the earliest practicable date after such commencement (provided that the Company Exchange Offer Registration Statement has accepted all the Initial Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer) become effective and (ii) will be required to consummate the Registered Exchange Offer no later than 40 60 days after the date on which the Exchange Offer Registration Statement is declared effective (such 40th 60th day being the “Consummation Deadline”"CONSUMMATION DEADLINE"). Following the declaration of the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities electing to exchange the Initial Securities for Exchange Securities (assuming that such Holder is not an affiliate of the Company within the meaning of the Securities Act, acquires the Exchange Securities in the ordinary course of such Holder’s 's business and has no arrangements with any person to participate in the distribution of the Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States. The Company acknowledges that, pursuant to current interpretations by the Commission’s 's staff of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom, (i) each Holder which is a broker-dealer electing to exchange Initial Securities, acquired for its own account as a result of market making activities or other trading activities, for Exchange Securities (an “Exchanging Dealer”"EXCHANGING DEALER"), is required to deliver a prospectus containing the information set forth in (a) Annex A hereto on the cover, (b) Annex B hereto in the “"Exchange Offer Procedures” " section and the “"Purpose of the Exchange Offer” section, " section and (c) Annex C hereto in the “"Plan of Distribution” " section of such prospectus in connection with a sale of any such Exchange Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) if the Initial Purchasers that elect Purchaser elects to sell Securities (as defined below) acquired in exchange for Initial Securities constituting any portion of an unsold allotment, are the Initial Purchaser is required to deliver a prospectus containing the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale. The Company shall use its reasonable best efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the prospectus contained therein, in order to permit such prospectus to be lawfully delivered by all persons subject to the prospectus delivery requirements of the Securities Act for such period of time as such persons must comply with such requirements in order to resell the Exchange Securities; provided, however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or either of the Initial PurchasersPurchaser, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers and the Initial Purchasers Purchaser have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Company shall make such prospectus and any amendment or supplement thereto available to any broker-dealer for use in connection with any resale of any Exchange Securities for a period of not less than 180 days after the consummation of the Registered Exchange Offer. If, upon consummation of the Registered Exchange Offer, either of the Initial Purchasers Purchaser holds Initial Securities acquired by it as part of its initial distribution, the Company, simultaneously with the delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and deliver to such the Initial Purchaser upon the written request of such the Initial Purchaser, in exchange (the “Private Exchange”"PRIVATE EXCHANGE") for the Initial Securities held by such the Initial Purchaser, a like principal amount of debt securities of the Company issued under the Mortgage Indenture and identical in all material respects to the Initial Securities (the “Private Exchange Securities”"PRIVATE EXCHANGE SECURITIES"). The Initial Securities, the Exchange Securities and the Private Exchange Securities are herein collectively called the “Securities.” "SECURITIES". In connection with the Registered Exchange Offer, the Company shall:

Registered Exchange Offer. Unless The Company shall, at its own cost, prepare and, not permitted by applicable law later than 90 days after (after or if the Company has complied 90th day is not a business day, the first business day thereafter (such 90th day, or first business day thereafter, being a "Filing Deadline")) the date of original issue of the Initial Securities (the "Issue Date"), file with the ultimate paragraph of this Section 1) or the policy of the Securities and Exchange Commission (the “"Commission”), the Company shall prepare and, not later than 60 days (such 60th day being a “Filing Deadline”") after the date on which the Initial Purchasers purchase the Initial Securities pursuant to the Purchase Agreement (the “Closing Date”), file with the Commission a registration statement (the “"Exchange Offer Registration Statement”") on an appropriate form under the Securities Act of 1933, as amended (the “"Securities Act”"), with respect to a proposed offer (the “"Registered Exchange Offer”") to the Holders of Transfer Restricted Securities (as defined in Section 6 hereof), who are not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Initial Securities, a like aggregate principal amount of debt securities (the "Exchange Securities") of the Company issued under the Mortgage, Indenture and identical in all material respects to the Initial Securities (except for the transfer restrictions relating to the Initial Securities and the provisions relating to the matters described in Section 6 hereof) and registered under the Securities Act (the “Exchange Securities”)Act. The Company shall use its reasonable best efforts to (i) cause such Exchange Offer Registration Statement to become effective under the Securities Act within 200 180 days (or if the 180th day is not a business day, the first business day thereafter) after the Closing Issue Date (such 200th 180th day, or first business day thereafter, being an “"Effectiveness Deadline”") of the Initial Securities and (ii) shall keep the Exchange Offer Registration Statement effective for not less than 30 days (or longer, if required by applicable law) after the date notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “"Exchange Offer Registration Period”"). If the Company commences the Registered Exchange Offer, the Company (i) will be entitled to consummate the Registered Exchange Offer 30 days after such the commencement (thereof provided that the Company has accepted all the Initial Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer) Offer and (ii) will be required to must consummate the Registered Exchange Offer no later than 40 days after the date on which the Exchange Offer Registration Statement is declared effective (such 40th day being the “"Consummation Deadline”") in order to avoid Additional Interest (as defined in Section 6 below) for such a Registration Default (as defined in Section 6 below). Following the declaration of the effectiveness of the Exchange Offer Registration Statement, the Company shall as promptly as practicable commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities (as defined in Section 6 hereof) electing to exchange the Initial Securities for Exchange Securities (assuming that such Holder is not an affiliate of the Company within the meaning of the Securities Act, acquires the Exchange Securities in the ordinary course of such Holder’s Xxxxxx's business and has no arrangements with any person to participate in the distribution of the Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States. The Company acknowledges that, pursuant to current interpretations by the Commission’s 's staff of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom, (i) each Holder which is a broker-dealer electing to exchange Initial Securities, acquired for its own account as a result of market making activities or other trading activities, for Exchange Securities (an “"Exchanging Dealer”"), is required to deliver a prospectus containing the information set forth in (a) Annex A hereto on the cover, (b) Annex B hereto in the “"Exchange Offer Procedures” " section and the “"Purpose of the Exchange Offer” section, " section and (c) Annex C hereto in the “"Plan of Distribution” " section of such prospectus in connection with a sale of any such Exchange Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) the an Initial Purchasers Purchaser that elect elects to sell Exchange Securities (as defined below) acquired in exchange for Initial Securities constituting any portion of an unsold allotment, are allotment is required to deliver a prospectus containing the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale. The Company shall use its reasonable best efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the prospectus contained therein, in order to permit such prospectus to be lawfully delivered by all persons subject to the prospectus delivery requirements of the Securities Act for such period of time as such persons must comply with such requirements in order to resell the Exchange Securities; provided, however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or either of the an Initial PurchasersPurchaser, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers and the Initial Purchasers have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Company shall make such prospectus and any amendment or supplement thereto thereto, available to any broker-dealer for use in connection with any resale of any Exchange Securities for a period of not less than 180 days after the consummation of the Registered Exchange OfferOffer (or such shorter period during which participating broker dealers are required by law to deliver such prospectus). If, upon consummation of the Registered Exchange Offer, either of the any Initial Purchasers Purchaser holds Initial Securities acquired by it as part of its initial distribution, the Company, simultaneously with the delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and deliver to such Initial Purchaser upon the written request of such Initial Purchaser, in exchange (the “"Private Exchange”") for the Initial Securities held by such Initial Purchaser, a like principal amount of debt securities of the Company issued under the Mortgage Indenture and identical in all material respects (including the existence of restrictions on transfer under the Securities Act and the securities laws of the several states of the United States, but excluding provisions relating to the matters described in Section 6 hereof) to the Initial Securities (the “"Private Exchange Securities”"). The Initial Securities, the Exchange Securities and the Private Exchange Securities are herein collectively called the “"Securities.” ". In connection with the Registered Exchange Offer, the Company shall:

Registered Exchange Offer. Unless not permitted by applicable law (after the Company has complied with the ultimate paragraph of this Section 1) or the policy of the Securities and Exchange Commission (the “Commission”), the Company shall prepare and, not later than 60 90 days (such 60th 90th day being a “"Filing Deadline”") after the date on which the Initial Purchasers purchase the Initial Securities pursuant to the Purchase Agreement (the “"Closing Date”"), file with the Securities and Exchange Commission (the "Commission") a registration statement (the “"Exchange Offer Registration Statement”") on an appropriate form under the Securities Act of 1933, as amended (the “"Securities Act”"), with respect to a proposed offer (the “"Registered Exchange Offer”") to the Holders of Transfer Restricted Securities (as defined in Section 6 hereof), who are not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Initial Securities, a like aggregate principal amount of debt securities of the Company issued under the MortgageIndenture, identical in all material respects to the Initial Securities (except for the transfer restrictions relating to the Initial Securities and the provisions related to the matters described in Section 6 hereof) and registered under the Securities Act (the “"Exchange Securities”"). The Company shall use its all commercially reasonable best efforts to (i) cause such Exchange Offer Registration Statement to become effective under the Securities Act within 200 180 days after the Closing Date (such 200th 180th day being an “"Effectiveness Deadline”") and (ii) keep the Exchange Offer Registration Statement effective for not less than 30 days (or longer, if required by applicable law) after the date notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “"Exchange Offer Registration Period”"). If the Company commences the Registered Exchange Offer, the Company (i) will be entitled to consummate the Registered Exchange Offer 30 days after such commencement (provided that the Company has accepted all the Initial Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer) and (ii) will be required to consummate the Registered Exchange Offer no later than 40 days after the date on which the Exchange Offer Registration Statement is declared effective (such 40th day being the “"Consummation Deadline”"). Following the declaration of the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities electing to exchange the Initial Securities for Exchange Securities (assuming that such Holder is not an affiliate of the Company within the meaning of the Securities Act, acquires the Exchange Securities in the ordinary course of such Holder’s 's business and has no arrangements with any person to participate in the distribution of the Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States. The Company acknowledges that, pursuant to current interpretations by the Commission’s 's staff of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom, (i) each Holder which is a broker-dealer electing to exchange Initial Securities, acquired for its own account as a result of market making activities or other trading activities, for Exchange Securities (an “"Exchanging Dealer”"), is required in connection with any resale of such Exchange Securities to deliver a prospectus containing the information set forth in (a) Annex A hereto on the cover, (b) Annex B hereto in the “"Exchange Offer Procedures” " section and the “"Purpose of the Exchange Offer” " section, and (c) Annex C hereto in the “"Plan of Distribution” " section of such prospectus in connection with a sale of any such Exchange Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) the an Initial Purchasers Purchaser that elect elects to sell Securities (as defined below) acquired in exchange for Initial Securities constituting any portion of an unsold allotment, are is required to deliver a prospectus containing the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale. The Company shall use its reasonable best efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the prospectus contained therein, in order to permit such prospectus to be lawfully delivered by all persons subject to the prospectus delivery requirements Registration Rights Agreement of the Securities Act for such period of time as such persons must comply with such requirements in order to resell the Exchange Securities; provided, however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or either of the an Initial PurchasersPurchaser, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers and the Initial Purchasers have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Company shall make such prospectus and any amendment or supplement thereto available to any broker-dealer for use in connection with any resale of any Exchange Securities for a period of not less than 180 days after the consummation of the Registered Exchange Offer. If, upon consummation of the Registered Exchange Offer, either of the any Initial Purchasers Purchaser holds Initial Securities acquired by it as part of its initial distribution, the Company, simultaneously with the delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and deliver to such Initial Purchaser upon the written request of such Initial Purchaser, in exchange (the “"Private Exchange”") for the Initial Securities held by such Initial Purchaser, a like principal amount of debt securities of the Company issued under the Mortgage Indenture and identical in all material respects (including the existence of restrictions on transfer under the Securities Act and the securities laws of the several states of the United States, but excluding provisions relating to matters described in Section 6 hereof) to the Initial Securities (the “"Private Exchange Securities”"). The Initial Securities, the Exchange Securities and the Private Exchange Securities are herein collectively called the “"Securities.” " In connection with the Registered Exchange Offer, the Company shall:

Registered Exchange Offer. Unless not permitted by applicable law (after the Company has complied with the ultimate paragraph of this Section 1) or the policy of the Securities and Exchange Commission (the “Commission”), the Company shall prepare and, not later than 60 120 days (such 60th 120th day being a “Filing Deadline”) after the date on which the Initial Purchasers purchase Purchaser purchases the Initial Offered Securities pursuant to the Purchase Agreement (the “Closing Date”), file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Exchange Offer Registration Statement”) on an appropriate form under the Securities Act of 1933, as amended (the “Securities Act”), with respect to a proposed offer (the “Registered Exchange Offer”) to the Holders of Transfer Restricted Securities (as defined in Section 6 hereof), who are not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Initial Offered Securities, a like aggregate principal amount of debt securities of the Company Company, and Guarantees of the Guarantors, issued under the MortgageIndenture, identical in all material respects to the Initial Offered Securities (other than with respect to the transfer restrictions applicable thereto and the benefit of this Agreement) and registered under the Securities Act (the “Exchange Securities”). The Company shall use its reasonable best efforts to (i) cause such Exchange Offer Registration Statement to become be declared effective under the Securities Act within 200 210 days after the Closing Date (such 200th 210th day being an “Effectiveness Deadline”) and (ii) keep the Exchange Offer Registration Statement effective for not less than 30 days (or longer, if required by applicable law) after the date notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “Exchange Offer Registration Period”). If the Company commences the Registered Exchange Offer, the Company (i) will be entitled to consummate the Registered Exchange Offer 30 days after such commencement (provided that the Company has accepted all the Initial Offered Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer) and (ii) will be required to consummate the Registered Exchange Offer no later than 40 days after the date on which the Exchange Offer Registration Statement is declared effective (such 40th day being the “Consummation Deadline”). Following the declaration of the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities electing to exchange the Initial Offered Securities for Exchange Securities (assuming that such Holder is not an affiliate of the Company within the meaning of the Securities Act, acquires the Exchange Securities in the ordinary course of such Holder’s business and has no arrangements with any person to participate in the distribution of the Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States. The Company acknowledges that, pursuant to current interpretations by the Commission’s staff of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom, (i) each Holder which is a broker-dealer electing to exchange Initial Offered Securities, acquired for its own account as a result of market making activities or other trading activities, for Exchange Securities (an “Exchanging Dealer”), is required to deliver a prospectus containing the information substantially in the form set forth in (a) Annex A hereto on the cover, (b) Annex B hereto in the “Exchange Offer Procedures” section and the “Purpose of the Exchange Offer” section, and (c) Annex C hereto in the “Plan of Distribution” section of such prospectus in connection with a sale of any such Exchange Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) the an Initial Purchasers Purchaser that elect elects to sell Securities (as defined below) acquired in exchange for Initial Offered Securities constituting any portion of an unsold allotment, are is required to deliver a prospectus containing the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale. The Company shall use its reasonable best efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the prospectus contained therein, in order to permit such prospectus to be lawfully delivered by all persons subject to the prospectus delivery requirements of the Securities Act for such period of time as such persons must comply with such requirements in order to resell the Exchange Securities; provided, however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or either of the an Initial PurchasersPurchaser, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers and the Initial Purchasers Purchaser have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Company shall make such prospectus and any amendment or supplement thereto available to any broker-dealer for use in connection with any resale of any Exchange Securities for a period of not less than 180 days after the consummation of the Registered Exchange OfferOffer (the “Exchange Offer Effectiveness Period”). If, upon consummation of the Registered Exchange Offer, either of the Initial Purchasers Purchaser holds Initial Offered Securities acquired by it as part of its initial distribution, the Company, simultaneously with the delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and deliver to such Initial Purchaser upon the written request of such Initial Purchaser, in exchange (the “Private Exchange”) for the Initial Offered Securities held by such Initial Purchaser, a like principal amount of debt securities of the Company Company, and Guarantees of the Guarantors, issued under the Mortgage Indenture and identical in all material respects to the Initial Offered Securities (the “Private Exchange Securities”). The Initial Offered Securities, the Exchange Securities and the Private Exchange Securities are herein collectively called the “Securities.” ”. In connection with the Registered Exchange Offer, the Company shall:

Registered Exchange Offer. Unless not permitted by applicable law (after the Company has complied with the ultimate paragraph of this Section 1) or the policy of the Securities and Exchange Commission (the “Commission”), the Company shall prepare and, not later than 60 90 days (such 60th 90th day being a “"Filing Deadline”") after the date on which the Initial Purchasers purchase the Initial Securities Notes pursuant to the Purchase Agreement (the “"Closing Date”"), file with the Securities and Exchange Commission (the "Commission") a registration statement (the “"Exchange Offer Registration Statement”") on an appropriate form under the Securities Act of 1933, as amended (the “"Securities Act”"), with respect to a proposed offer (the “"Registered Exchange Offer”") to the Holders of Transfer Restricted Securities Notes (as defined in Section 6 hereof), who are not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Initial SecuritiesNotes, a like aggregate principal amount of debt securities of the Company issued under the MortgageIndenture, identical in all material respects to the Initial Securities Notes and registered under the Securities Act (the “"Exchange Securities”Notes"). The Company shall (i) use its commercially reasonable best efforts to (i) cause such Exchange Offer Registration Statement to become be declared effective under the Securities Act within 200 180 days after the Closing Date (such 200th 180th day being an “"Effectiveness Deadline”) and "); (ii) keep promptly following the effectiveness of the Exchange Offer Registration Statement effective Statement, offer the Exchange Notes in exchange for surrender of the Initial Notes; and (iii) use its commercially reasonable best efforts to keep the Registered Exchange Offer open for not less than 30 days (or longer, if required by applicable law) after the date notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “"Exchange Offer Registration Period”"). If When the Company commences the Registered Exchange Offer, the Company (i) will be entitled to consummate the Registered Exchange Offer 30 days after such commencement (provided that the Company has accepted all the Initial Securities Notes theretofore validly tendered in accordance with the terms of the Registered Exchange Offer) and (ii) will be required to consummate the Registered Exchange Offer no later than 40 days on or before the 60th business day after the date on which the Exchange Offer Registration Statement is declared effective (such 40th day being the “"Consummation Deadline”"). Following the declaration of the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities Notes electing to exchange the Initial Securities Notes for Exchange Securities Notes (assuming that such Holder is not an affiliate of the Company within the meaning of the Securities Act, acquires the Exchange Securities Notes in the ordinary course of such Holder’s 's business and has no arrangements with any person to participate in the distribution of the Exchange Securities Notes and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities Notes from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States. The Company acknowledges that, pursuant to current interpretations by the Commission’s 's staff of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom, (i) each Holder which is a broker-dealer electing to exchange Initial SecuritiesNotes, acquired for its own account as a result of market making activities or other trading activities, for Exchange Securities Notes (an “"Exchanging Dealer”"), is required to deliver a prospectus containing the information set forth in (a) Annex A hereto on the cover, (b) Annex B hereto in the “"Exchange Offer Procedures” " section and the “"Purpose of the Exchange Offer” " section, and (c) Annex C hereto in the “"Plan of Distribution” " section of such prospectus in connection with a sale of any such Exchange Securities Notes received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) the an Initial Purchasers Purchaser that elect elects to sell Securities Notes (as defined below) acquired in exchange for Initial Securities Notes constituting any portion of an unsold allotment, are is required to deliver a prospectus containing the information required by Items Item 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale. The Company shall use its commercially reasonable best efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the prospectus contained therein, in order to permit such prospectus to be lawfully delivered by all persons subject to the prospectus delivery requirements of the Securities Act for such period of time as such persons must comply with such requirements in order to resell the Exchange SecuritiesNotes; provided, however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or either of the an Initial PurchasersPurchaser, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers and the Initial Purchasers have sold all Exchange Securities Notes held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Company shall make such prospectus and any amendment or supplement thereto available to any broker-broker- dealer for use in connection with any resale of any Exchange Securities Notes for a period of not less than 180 180-days after the consummation of the Registered Exchange Offer. If, upon consummation of the Registered Exchange Offer, either of the any Initial Purchasers Purchaser holds Initial Securities Notes acquired by it as part of its initial distribution, the Company, simultaneously with the delivery of the Exchange Securities Notes pursuant to the Registered Exchange Offer, shall issue and deliver to such Initial Purchaser upon the written request of such Initial Purchaser, in exchange (the “"Private Exchange”") for the Initial Securities Notes held by such Initial Purchaser, a like principal amount of debt securities of the Company issued under the Mortgage Indenture and identical in all material respects to the Initial Securities Notes (the “"Private Exchange Securities”Notes"). The Initial SecuritiesNotes, the Exchange Securities Notes and the Private Exchange Securities Notes are herein collectively called the “Securities"Notes.” " In connection with the Registered Exchange Offer, the Company shall:

Registered Exchange Offer. Unless not permitted by applicable law (after the Company has complied with the ultimate paragraph of this Section 1) or the policy of the Securities and Exchange Commission (the “Commission”"COMMISSION"), the Company shall prepare and, not later than 60 days (such 60th day being a “Filing Deadline”"FILING DEADLINE") after the date on which the Initial Purchasers purchase the Initial Securities pursuant to the Purchase Agreement (the “Closing Date”"CLOSING DATE"), file with the Commission a registration statement (the “Exchange Offer Registration Statement”"EXCHANGE OFFER REGISTRATION STATEMENT") on an appropriate form under the Securities Act of 1933, as amended (the “Securities Act”"SECURITIES ACT"), with respect to a proposed offer (the “Registered Exchange Offer”"REGISTERED EXCHANGE OFFER") to the Holders of Transfer Restricted Securities (as defined in Section 6 hereof), who are not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Initial Securities, a like aggregate principal amount of debt securities of the Company issued under the MortgageIndenture, identical in all material respects to the Initial Securities and registered under the Securities Act (the “Exchange Securities”"EXCHANGE SECURITIES"). The Company shall use its reasonable best efforts to (i) cause such Exchange Offer Registration Statement to become effective under the Securities Act within 200 180 days after the Closing Date (such 200th 180th day being an “Effectiveness Deadline”"EFFECTIVENESS DEADLINE") and (ii) keep the Exchange Offer Registration Statement effective for not less than 30 days (or longer, if required by applicable law) after the date notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “Exchange Offer Registration Period”"EXCHANGE OFFER REGISTRATION PERIOD"). If the Company commences the Registered Exchange Offer, the Company (i) will be entitled to consummate the Registered Exchange Offer 30 days after such commencement (provided PROVIDED that the Company has accepted all the Initial Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer) and (ii) will be required to consummate the Registered Exchange Offer no later than 40 days after the date on which the Exchange Offer Registration Statement is declared effective (such 40th day being the “Consummation Deadline”"CONSUMMATION DEADLINE"). Following the declaration of the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities electing to exchange the Initial Securities for Exchange Securities (assuming that such Holder is not an affiliate of the Company within the meaning of the Securities Act, acquires the Exchange Securities in the ordinary course of such Holder’s Xxxxxx's business and has no arrangements with any person to participate in the distribution of the Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States. The Company acknowledges that, pursuant to current interpretations by the Commission’s 's staff of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom, (i) each Holder which is a broker-dealer electing to exchange Initial Securities, acquired for its own account as a result of market making activities or other trading activities, for Exchange Securities (an “Exchanging Dealer”"EXCHANGING DEALER"), is required to deliver a prospectus containing the information set forth in (a) Annex A hereto on the cover, (b) Annex B hereto in the “"Exchange Offer Procedures” " section and the “"Purpose of the Exchange Offer” " section, and (c) Annex C hereto in the “"Plan of Distribution” " section of such prospectus in connection with a sale of any such Exchange Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) the an Initial Purchasers Purchaser that elect elects to sell Securities (as defined below) acquired in exchange for Initial Securities constituting any portion of an unsold allotment, are is required to deliver a prospectus containing the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale. The Company shall use its reasonable best efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the prospectus contained therein, in order to permit such prospectus to be lawfully delivered by all persons subject to the prospectus delivery requirements of the Securities Act for such period of time as such persons must comply with such requirements in order to resell the Exchange Securities; providedPROVIDED, howeverHOWEVER, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or either of the an Initial PurchasersPurchaser, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers and the Initial Purchasers have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Company shall make such prospectus and any amendment or supplement thereto available to any broker-dealer for use in connection with any resale of any Exchange Securities for a period of not less than 180 days after the consummation of the Registered Exchange Offer. If, upon consummation of the Registered Exchange Offer, either of the any Initial Purchasers Purchaser holds Initial Securities acquired by it as part of its initial distribution, the Company, simultaneously with the delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and deliver to such Initial Purchaser upon the written request of such the Initial Purchaser, in exchange (the “Private Exchange”"PRIVATE EXCHANGE") for the Initial Securities held by such the Initial Purchaser, a like principal amount of debt securities of the Company issued under the Mortgage Indenture and identical in all material respects to the Initial Securities (the “Private Exchange Securities”"PRIVATE EXCHANGE SECURITIES"). The Initial Securities, the Exchange Securities and the Private Exchange Securities are herein collectively called the “Securities"SECURITIES.” " In connection with the Registered Exchange Offer, the Company shall:

Registered Exchange Offer. Unless not permitted by applicable law (after the Company has complied with the ultimate paragraph of this Section 1) or the policy of the Securities and Exchange Commission (the “Commission”), the Company shall prepare and, not later than 60 120 days (such 60th 120th day being a “Filing Deadline”"FILING DEADLINE") after the date on which the Initial Purchasers purchase the Initial Securities pursuant to the Purchase Agreement (the “Closing Date”"CLOSING DATE"), file with the Securities and Exchange Commission (the "COMMISSION"), a registration statement (the “Exchange Offer Registration Statement”"EXCHANGE OFFER REGISTRATION STATEMENT") on an appropriate form under the Securities Act of 1933, as amended (the “Securities Act”"SECURITIES ACT"), with respect to a proposed offer (the “Registered Exchange Offer”"REGISTERED EXCHANGE OFFER") to the Holders of Transfer Restricted Securities (as defined in Section 6 hereofbelow), who are not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Initial Securities, a like aggregate principal amount of debt securities of the Company issued under the MortgageIndenture, identical in all material respects to the Initial Securities Securities, except for the transfer restrictions relating to the Initial Securities, and registered under the Securities Act (the “Exchange Securities”"EXCHANGE SECURITIES"). The Company shall use its reasonable best efforts to (i) cause such Exchange Offer Registration Statement to become effective under the Securities Act within 200 240 days after the Closing Date (such 200th 240th day being an “Effectiveness Deadline”"EFFECTIVENESS DEADLINE") and (ii) keep the Exchange Offer Registration Statement effective for not less than 30 days (or longer, if required by applicable law) after the date notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “Exchange Offer Registration Period”"EXCHANGE OFFER REGISTRATION PERIOD"). If the Company commences the Registered Exchange Offer, the Company (i) will be entitled to consummate the Registered Exchange Offer 30 days after such commencement (provided that the Company has accepted all the Initial Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer) and (ii) will be required use its reasonable best efforts to consummate the Registered Exchange Offer no later than 40 days after the date on which that the Exchange Offer Registration Statement is declared effective (such 40th day being the “Consummation Deadline”"CONSUMMATION DEADLINE"). Following the declaration of Upon the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities electing to exchange the Initial Securities for Exchange Securities (a) to make such exchange (assuming that such Holder (i) is not an affiliate of the Company within the meaning of the Securities Act, (ii) acquires the Exchange Securities in the ordinary course of such Holder’s business and 's business, (iii) has no arrangements or understandings with any person anx xxxxon to participate in the distribution of the Exchange Securities and (iv) is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) and (b) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States. The Company acknowledges Company, the Initial Purchasers and each Exchanging Dealer (as defined below) acknowledge that, pursuant to current interpretations by the Commission’s 's staff of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom, (i) each Holder which is a broker-dealer electing to exchange Initial Securities, acquired for its own account as a result of market making activities or other trading activities, for Exchange Securities (an “Exchanging Dealer”"EXCHANGING DEALER"), is required to deliver a prospectus containing the information set forth in (a) Annex A hereto on the cover, (b) Annex B hereto in the “"Exchange Offer Procedures” " section and the “"Purpose of the Exchange Offer” " section, and (c) Annex C hereto in the “"Plan of Distribution” " section of such prospectus in connection with a sale of any such Exchange Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) the an Initial Purchasers Purchaser that elect elects to sell Securities (as defined below) acquired in exchange for Initial Securities constituting any portion of an unsold allotment, are is required to deliver a prospectus containing the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale. The Company shall use its reasonable best efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the prospectus contained therein, in order to permit such prospectus to be lawfully delivered by all persons subject to the prospectus delivery requirements of the Securities Act for such period of time as such persons must comply with such requirements in order to resell the Exchange Securities; provided, however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or either of the Initial Purchasers, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers and the Initial Purchasers have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Company shall make such prospectus and any amendment or supplement thereto available to any broker-dealer for use in connection with any resale of any Exchange Securities for a period of not less than 180 days after the consummation of the Registered Exchange Offer. If, upon prior to consummation of the Registered Exchange Offer, either of the any Initial Purchasers Purchaser holds Initial Securities acquired by it as part of its initial distribution, the Company, simultaneously with the delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and deliver to such Initial Purchaser upon the written request of such Initial Purchaser, in exchange (the “Private Exchange”"PRIVATE EXCHANGE") for the Initial Securities held by such Initial Purchaser, a like principal amount of debt securities of the Company issued under the Mortgage Indenture and identical in all material respects to the Initial Securities (the “"PRIVATE EXCHANGE SECURITIES"). The Private Exchange Securities will be issued under the Indenture and the Company shall use its reasonable best efforts to cause the Private Exchange Securities to bear the same CUSIP number as the Exchange Securities”). The Initial Securities, the Exchange Securities and the Private Exchange Securities are herein collectively called the “Securities"SECURITIES".” In connection with the Registered Exchange Offer, the Company shall:

Registered Exchange Offer. Unless not permitted by applicable law (after the Company has complied with the ultimate paragraph of this Section 1) or the policy of the Securities and Exchange Commission (the “Commission”), the Company shall prepare and, not later than 60 90 days (such 60th 90th day being a “"Filing Deadline”") after the date on which the Initial Purchasers purchase the Initial Securities pursuant to the Purchase Agreement (the “"Closing Date”"), file with the Securities and Exchange Commission (the "Commission") a registration statement (the “"Exchange Offer Registration Statement”") on an appropriate form under the Securities Act of 1933, as amended (the “"Securities Act”"), with respect to a proposed offer (the “"Registered Exchange Offer”") to the Holders of Transfer Restricted Securities (as defined in Section 6 hereof), who are not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Initial Securities, a like aggregate principal amount of debt securities of the Company issued under the MortgageIndenture, identical in all material respects to the Initial Securities (except for the transfer restrictions relating to the Initial Securities and the provisions related to the matters described in Section 6 hereof) and registered under the Securities Act (the “"Exchange Securities”"). The Company shall use its all commercially reasonable best efforts to (i) cause such Exchange Offer Registration Statement to become effective under the Securities Act within 200 180 days after the Closing Date (such 200th 180th day being an “"Effectiveness Deadline”") and (ii) keep the Exchange Offer Registration Statement effective for not less than 30 days (or longer, if required by applicable law) after the date notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “"Exchange Offer Registration Period”"). If the Company commences the Registered Exchange Offer, the Company (i) will be entitled to consummate the Registered Exchange Offer 30 days after such commencement (provided that the Company has accepted all the Initial Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer) and (ii) will be required to consummate the Registered Exchange Offer no later than 40 days after the date on which the Exchange Offer Registration Statement is declared effective (such 40th day being the “"Consummation Deadline”"). Following the declaration of the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities electing to exchange the Initial Securities for Exchange Securities (assuming that such Holder is not an affiliate of the Company within the meaning of the Securities Act, acquires the Exchange Securities in the ordinary course of such Holder’s 's business and has no arrangements with any person to participate in the distribution of the Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States. The Company acknowledges that, pursuant to current interpretations by the Commission’s 's staff of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom, (i) each Holder which is a broker-dealer electing to exchange Initial Securities, acquired for its own account as a result of market making activities or other trading activities, for Exchange Securities (an “"Exchanging Dealer”"), is required in connection with any resale of such Exchange Securities to deliver a prospectus containing the information set forth in (a) Annex A hereto on the cover, (b) Annex B hereto in the “"Exchange Offer Procedures” " section and the “"Purpose of the Exchange Offer” " section, and (c) Annex C hereto in the “"Plan of Distribution” " section of such prospectus in connection with a sale of any such Exchange Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) the an Initial Purchasers Purchaser that elect elects to sell Securities (as defined below) acquired in exchange for Initial Securities constituting any portion of an unsold allotment, are is required to deliver a prospectus containing the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale. The Company shall use its reasonable best efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the prospectus contained therein, in order to permit such prospectus to be lawfully delivered by all persons subject to the prospectus delivery requirements of the Securities Act for such period of time as such persons must comply with such requirements in order to resell the Exchange Securities; provided, however, that (i) in the -------- ------- case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or either of the an Initial PurchasersPurchaser, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers and the Initial Purchasers have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Company shall make such prospectus and any amendment or supplement thereto available to any broker-dealer for use in connection with any resale of any Exchange Securities for a period of not less than 180 days after the consummation of the Registered Exchange Offer. If, upon consummation of the Registered Exchange Offer, either of the any Initial Purchasers Purchaser holds Initial Securities acquired by it as part of its initial distribution, the Company, simultaneously with the delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and deliver to such Initial Purchaser upon the written request of such Initial Purchaser, in exchange (the “"Private Exchange”") for the Initial Securities held by such Initial Purchaser, a like principal amount of debt securities of the Company issued under the Mortgage Indenture and identical in all material respects (including the existence of restrictions on transfer under the Securities Act and the securities laws of the several states of the United States, but excluding provisions relating to matters described in Section 6 hereof) to the Initial Securities (the “"Private Exchange Securities”"). The Initial Securities, the Exchange Securities and the Private Exchange Securities are herein collectively called the “"Securities.” " In connection with the Registered Exchange Offer, the Company shall:

Registered Exchange Offer. Unless Revlon shall, at its cost, prepare and, not permitted by applicable law (later than 45 days after the Company has complied Closing Date (or, if the 45th day is not a business day, the first business day thereafter) (December 21, 1998, assuming the Closing Date is November 6, 1998), shall file with the ultimate paragraph of this Section 1) or the policy of the Securities and Exchange Commission (the “"Commission”), the Company shall prepare and, not later than 60 days (such 60th day being a “Filing Deadline”") after the date on which the Initial Purchasers purchase the Initial Securities pursuant to the Purchase Agreement (the “Closing Date”), file with the Commission a registration statement (the “"Exchange Offer Registration Statement”") on an appropriate form under the Securities Act of 1933, as amended (the “Securities "1933 Act”"), with respect to a proposed offer (the “"Registered Exchange Offer”") to the Holders of Transfer Restricted Securities (as defined in Section 6 hereof), who are not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Initial SecuritiesNotes, a like aggregate principal amount of debt securities (the "Exchange Notes") of the Company issued under the Mortgage, Revlon with terms substantially identical in all material respects to the Initial Securities Notes (except that the Exchange Notes will not contain terms with respect to transfer restrictions and registered under the Securities Act (the “Exchange Securities”interest rate increases). The Company , shall use its reasonable best efforts to (i) cause such the Exchange Offer Registration Statement to become effective under the Securities 1933 Act within 200 by 180 days after the Closing Date (such 200th or, if the 180th day being an “Effectiveness Deadline”is not a business day, the first business day thereafter) (May 5, 1999, assuming the Closing Date is November 6, 1998) and (ii) shall use its best efforts to keep the Exchange Offer Registration Statement effective for not less than 30 days (or longer, if required by applicable law) after under the date notice 1933 Act until the close of business on the 180th day following the expiration of the Registered Exchange Offer is mailed to the Holders (such period being called the “"Exchange Offer Registration Period”)") for use by Exchanging Dealers (as defined below) as contemplated in Section 3(g) below. If the Company commences the Registered Exchange Offer, the Company (i) will Revlon shall be entitled deemed not to consummate the Registered Exchange Offer 30 days after such commencement (provided that the Company has accepted all the Initial Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer) and (ii) will be required have used its best efforts to consummate the Registered Exchange Offer no later than 40 days after the date on which keep the Exchange Offer Registration Statement effective during the Exchange Offer Registration Period if Revlon voluntarily takes any action that would result in Exchanging Dealers not being able to use such Registration Statement as contemplated in such Section 3(g), unless (i) such action is declared effective required by applicable law or (ii) such 40th day being action is taken by Revlon in good faith and for valid business reasons (not including avoidance of Revlon's obligations hereunder), including, but not limited to, the “Consummation Deadline”)acquisition or divestiture of assets, so long as Revlon promptly thereafter complies with the requirements of Section 3(j) hereof, if applicable. Following The Exchange Notes will be issued under the declaration of Indenture. Upon the effectiveness of the Exchange Offer Registration Statement, the Company Issuer shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities electing to exchange the Initial Securities Notes for Exchange Securities Notes (assuming that such Holder is not an affiliate of the Company Revlon within the meaning of the Securities 1933 Act, acquires the Exchange Securities Notes in the ordinary course of such Holder’s 's business and has no arrangements with any person to participate in the distribution of the Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange OfferNotes) to trade such Exchange Securities Notes from and after their receipt without any limitations or restrictions under the Securities 1933 Act and without material restrictions under the securities laws of a substantial proportion of the several states of the United States. The Company acknowledges Notwithstanding the foregoing, the Initial Purchasers and Revlon acknowledge that, pursuant to current interpretations by the Commission’s 's staff of Section 5 of the Securities 1933 Act, and in the absence of an applicable exemption therefrom, (i) each Holder (including any Initial Purchaser) which is a broker-dealer electing to exchange Initial Securitiesthe Notes, acquired for its own account as a result of market making activities or other trading activities, for Exchange Securities (an “Exchanging Dealer”), is required to deliver a prospectus containing the information set forth in (a) Annex A hereto on the cover, (b) Annex B hereto in the “Exchange Offer Procedures” section and the “Purpose of the Exchange Offer” section, and (c) Annex C hereto in the “Plan of Distribution” section of such prospectus in connection with a sale of any such Exchange Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) the Initial Purchasers that elect to sell Securities (as defined below) acquired in exchange for Initial Securities constituting any portion of an unsold allotment, are required to deliver a prospectus containing the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale. The Company shall use its reasonable best efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the prospectus contained therein, in order to permit such prospectus to be lawfully delivered by all persons subject to the prospectus delivery requirements of the Securities Act for such period of time as such persons must comply with such requirements in order to resell the Exchange Securities; provided, however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or either of the Initial Purchasers, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers and the Initial Purchasers have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Company shall make such prospectus and any amendment or supplement thereto available to any broker-dealer for use in connection with any resale of any Exchange Securities for a period of not less than 180 days after the consummation of the Registered Exchange Offer. If, upon consummation of the Registered Exchange Offer, either of the Initial Purchasers holds Initial Securities acquired by it as part of its initial distribution, the Company, simultaneously with the delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and deliver to such Initial Purchaser upon the written request of such Initial Purchaser, in exchange (the “Private Exchange”) for the Initial Securities held by such Initial Purchaser, a like principal amount of debt securities of the Company issued under the Mortgage and identical in all material respects to the Initial Securities (the “Private Exchange Securities”). The Initial Securities, the Exchange Securities and the Private Exchange Securities are herein collectively called the “Securities.” In connection with the Registered Exchange Offer, the Company shall:for

Registered Exchange Offer. Unless not permitted by applicable law (after the Company has complied with the ultimate paragraph of this Section 1) or the policy of the Securities and Exchange Commission (the “Commission”), the Company shall prepare and, not later than 60 90 days (such 60th 90th day being a “Filing Deadline”"FILING DEADLINE") after the date on which the Initial Purchasers purchase the Initial Securities pursuant to the Purchase Agreement (the “Closing Date”"CLOSING DATE"), file with the Securities and Exchange Commission (the "COMMISSION") a registration statement (the “Exchange Offer Registration Statement”"EXCHANGE OFFER REGISTRATION STATEMENT") on an appropriate form under the Securities Act of 1933, as amended (the “Securities Act”"SECURITIES ACT"), with respect to a proposed offer (the “Registered Exchange Offer”"REGISTERED EXCHANGE OFFER") to the Holders of Transfer Restricted Securities (as defined in Section 6 hereof), who are not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Initial Securities, a like aggregate principal amount of debt securities of the Company issued under the MortgageIndenture, identical in all material respects to the Initial Securities and registered under the Securities Act (the “Exchange Securities”"EXCHANGE SECURITIES"). The Company shall use its reasonable best efforts to (i) cause such Exchange Offer Registration Statement to become effective under the Securities Act within 200 180 days after the Closing Date (such 200th 180th day being an “Effectiveness Deadline”"EFFECTIVENESS DEADLINE") and (ii) keep the Exchange Offer Registration Statement effective for not less than 30 days (or longer, if required by applicable law) after the date notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “Exchange Offer Registration Period”"EXCHANGE OFFER REGISTRATION PERIOD"). If the Company commences the Registered Exchange Offer, the Company (i) will be entitled to consummate the Registered Exchange Offer 30 days after such commencement (provided that the Company has accepted all the Initial Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer) and (ii) will be required to consummate the Registered Exchange Offer no later than 40 days after the date on which the Exchange Offer Registration Statement is declared effective (such 40th day being the “Consummation Deadline”"CONSUMMATION DEADLINE"). Following the declaration of the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities electing to exchange the Initial Securities for Exchange Securities (assuming that such Holder is not an affiliate of the Company within the meaning of the Securities Act, acquires the Exchange Securities in the ordinary course of such Holder’s 's business and has no arrangements with any person to participate in the distribution of the Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States. The Company acknowledges that, pursuant to current interpretations by the Commission’s 's staff of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom, (i) each Holder which is a broker-dealer electing to exchange Initial Securities, acquired for its own account as a result of market making activities or other trading activities, for Exchange Securities (an “Exchanging Dealer”"EXCHANGING DEALER"), is required to deliver a prospectus containing the information set forth in (a) Annex ANNEX A hereto on the cover, (b) Annex ANNEX B hereto in the “"Exchange Offer Procedures” " section and the “"Purpose of the Exchange Offer” " section, and (c) Annex ANNEX C hereto in the “"Plan of Distribution” " section of such prospectus in connection with a sale of any such Exchange Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) the an Initial Purchasers Purchaser that elect elects to sell Securities (as defined below) acquired in exchange for Initial Securities constituting any portion of an unsold allotment, are is required to deliver a prospectus containing the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale. The Company shall use its reasonable best efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the prospectus contained therein, in order to permit such prospectus to be lawfully delivered by all persons subject to the prospectus delivery requirements of the Securities Act for such period of time as such persons must comply with such requirements in order to resell the Exchange Securities; providedPROVIDED, howeverHOWEVER, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or either of the an Initial PurchasersPurchaser, such period shall be the lesser of 180 120 days and the date on which all Exchanging Dealers and the Initial Purchasers have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Company shall make such prospectus and any amendment or supplement thereto available to any broker-dealer for use in connection with any resale of any Exchange Securities for a period of not less than 180 120 days after the consummation of the Registered Exchange Offer. If, upon consummation of the Registered Exchange Offer, either of the any Initial Purchasers Purchaser holds Initial Securities acquired by it as part of its initial distribution, the Company, simultaneously with the delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and deliver to such Initial Purchaser upon the written request of such Initial Purchaser, in exchange (the “Private Exchange”"PRIVATE EXCHANGE") for the Initial Securities held by such Initial Purchaser, a like principal amount of debt securities of the Company issued under the Mortgage Indenture and identical in all material respects to the Initial Securities (the “Private Exchange Securities”"PRIVATE EXCHANGE SECURITIES"). The Initial Securities, the Exchange Securities and the Private Exchange Securities are herein collectively called the “Securities"SECURITIES.” " In connection with the Registered Exchange Offer, the Company shall:

Registered Exchange Offer. Unless not permitted by applicable law (after the Company has complied with the ultimate paragraph of this Section 1) or the policy of the Securities and Exchange Commission (the “Commission”), the Company shall prepare and, not later than 60 days (such 60th day being a “Filing Deadline”the "EXCHANGE OFFER FILING DEADLINE") after the date on which the Initial Purchasers purchase the Initial Securities pursuant to the Purchase Agreement (the “Closing Date”"CLOSING DATe"), file with the Securities and Exchange Commission (the "COMMISSION") a registration statement (the “Exchange Offer Registration Statement”"EXCHANGE OFFER REGISTRATION STATEMENT") on an appropriate form under the Securities Act of 1933, as amended (the “Securities Act”"SECURITIES ACT"), with respect to a proposed offer (the “Registered Exchange Offer”"REGISTERED EXCHANGE OFFER") to the Holders of Transfer Restricted Securities (as defined in Section 6 hereof), who are not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Initial Securities, a like aggregate principal amount of debt securities of the Company issued under the MortgageIndenture, identical in all material respects to the Initial Securities and registered under the Securities Act (the “Exchange Securities”"EXCHANGE SECURITIES"). The Company shall use its reasonable best efforts to (i) cause such Exchange Offer Registration Statement to become effective under the Securities Act within 200 150 days after the Closing Date (such 200th 150th day being an “Effectiveness Deadline”the "EXCHANGE OFFER EFFECTIVENESS DEADLINE") and (ii) keep the Exchange Offer Registration Statement effective for not less than 30 days (or longer, if required by applicable law) after the date notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “Exchange Offer Registration Period”"EXCHANGE OFFER REGISTRATION PERIOD"). If the Company commences the Registered Exchange Offer, the Company (i) will shall be entitled to consummate the Registered Exchange Offer 30 days after such commencement (provided that the Company has accepted all the Initial Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer) and (ii) will shall be required to consummate the Registered Exchange Offer no later than 40 days after the date on which the Exchange Offer Registration Statement is declared effective (such 40th day being the “Consummation Deadline”"CONSUMMATION DEADLINE"). Following the declaration of the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly as soon as practicable commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities electing to exchange the Initial Securities for Exchange Securities (assuming that such Holder is not an affiliate of the Company within the meaning of the Securities Act, acquires the Exchange Securities in the ordinary course of such Holder’s 's business and has no arrangements with any person to participate in the distribution of the Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States. The Company acknowledges that, pursuant to current interpretations by the Commission’s 's staff of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom, (i) each Holder which is a broker-dealer electing to exchange Initial Securities, acquired for its own account as a result of market making activities or other trading activities, for Exchange Securities (an “Exchanging Dealer”"EXCHANGING DEALER"), is required to deliver a prospectus containing the information set forth in (a) Annex A hereto on the cover, (b) Annex B hereto in the “"Exchange Offer Procedures” " section and the “"Purpose of the Exchange Offer” " section, and (c) Annex C hereto in the “"Plan of Distribution” " section of such prospectus in connection with a sale of any such Exchange Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) the an Initial Purchasers Purchaser that elect elects to sell Securities (as defined below) acquired in exchange for Initial Securities constituting any portion of an unsold allotment, are is required to deliver a prospectus containing the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale. The Company shall use its reasonable best efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the prospectus contained therein, in order to permit such prospectus to be lawfully delivered by all persons subject to the prospectus delivery requirements of the Securities Act for such period of time as such persons must comply with such requirements in order to resell the Exchange Securities; provided, however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or either of the an Initial PurchasersPurchaser, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers and the Initial Purchasers have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Company shall make such prospectus and any amendment or supplement thereto available to any broker-dealer for use in connection with any resale of any Exchange Securities for a period of not less than 180 180-days after the consummation of the Registered Exchange Offer. If, upon consummation of the Registered Exchange Offer, either of the any Initial Purchasers Purchaser holds Initial Securities acquired by it as part of its initial distribution, the Company, simultaneously with the delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and deliver to such Initial Purchaser upon the written request of such Initial Purchaser, in exchange (the “"Private Exchange”") for the Initial Securities held by such Initial Purchaser, a like principal amount of debt securities of the Company issued under the Mortgage Indenture and identical in all material respects to the Initial Securities (the “"Private Exchange Securities”"). The Initial Securities, the Exchange Securities and the Private Exchange Securities are herein collectively called the “"Securities.” ". In connection with the Registered Exchange Offer, the Company shall:

Registered Exchange Offer. Unless not permitted by applicable law (after the Company has and the Guarantor have complied with the ultimate paragraph of this Section 1) or the policy of the Securities and Exchange Commission (the “Commission”), the Company and the Guarantor shall prepare and, not later than 60 90 days (such 60th 90th day being a “"Filing Deadline”") after the date on which the Initial Purchasers purchase the Initial Securities pursuant to the Purchase and Exchange Agreement (the “"Closing Date”"), file with the Securities and Exchange Commission (the "Commission"), a registration statement (the “"Exchange Offer Registration Statement”") on an appropriate form under the Securities Act of 1933, as amended (the “"Securities Act”"), with respect to a proposed offer (the “"Registered Exchange Offer”") to the Holders of Transfer Restricted Securities (as defined in Section 6 hereofbelow), who are not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Initial Securities, a like aggregate principal amount of debt securities of the Company issued under the MortgageIndenture, guaranteed by the Guarantor, identical in all material respects to the Initial Securities Securities, except for the transfer restrictions relating to the Initial Securities, and registered under the Securities Act (the “"Exchange Securities”"). The Company and the Guarantor shall use its their reasonable best efforts to (i) cause such Exchange Offer Registration Statement to become effective under the Securities Act within 200 240 days after the Closing Date (such 200th 240th day being an “"Effectiveness Deadline”") and (ii) keep the Exchange Offer Registration Statement effective for not less than 30 days (or longer, if required by applicable law) after the date notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “"Exchange Offer Registration Period”"). If the Company commences and the Guarantor commence the Registered Exchange Offer, the Company and the Guarantor (i) will be entitled to consummate the Registered Exchange Offer 30 days after such commencement (provided that the Company has and the Guarantor have accepted all the Initial Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer) and (ii) will be required use their reasonable best efforts to consummate the Registered Exchange Offer no later than 40 days after the date on which that the Exchange Offer Registration Statement is declared effective (such 40th day being the “"Consummation Deadline”"). Following the declaration of Upon the effectiveness of the Exchange Offer Registration Statement, the Company and the Guarantor shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities electing to exchange the Initial Securities for Exchange Securities (a) to make such exchange (assuming that such Holder (i) is not an affiliate of the Company or the Guarantor within the meaning of the Securities Act, (ii) acquires the Exchange Securities in the ordinary course of such Holder’s business and 's business, (iii) has no arrangements or understandings with any person to participate in the distribution of the Exchange Securities and (iv) is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) and (b) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States. The Company acknowledges Company, the Guarantor, the Initial Purchasers and each Exchanging Dealer (as defined below) acknowledge that, pursuant to current interpretations by the Commission’s 's staff of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom, (i) each Holder which is a broker-dealer electing to exchange Initial Securities, acquired for its own account as a result of market making activities or other trading activities, for Exchange Securities (an “"Exchanging Dealer”"), is required to deliver a prospectus containing the information substantially in the form set forth in (a) Annex A hereto on the cover, (b) Annex B hereto in the “"Exchange Offer Procedures” " section and the “"Purpose of the Exchange Offer” " section, and (c) Annex C hereto in the “"Plan of Distribution” " section of such prospectus in connection with a sale of any such Exchange Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) the an Initial Purchasers Purchaser that elect elects to sell Securities (as defined below) acquired in exchange for Initial Securities constituting any portion of an unsold allotment, are is required to deliver a prospectus containing the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale. The Company shall use its reasonable best efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the prospectus contained therein, in order to permit such prospectus to be lawfully delivered by all persons subject to the prospectus delivery requirements of the Securities Act for such period of time as such persons must comply with such requirements in order to resell the Exchange Securities; provided, however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or either of the Initial Purchasers, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers and the Initial Purchasers have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Company shall make such prospectus and any amendment or supplement thereto available to any broker-dealer for use in connection with any resale of any Exchange Securities for a period of not less than 180 days after the consummation of the Registered Exchange Offer. If, upon consummation of the Registered Exchange Offer, either of the Initial Purchasers holds Initial Securities acquired by it as part of its initial distribution, the Company, simultaneously with the delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and deliver to such Initial Purchaser upon the written request of such Initial Purchaser, in exchange (the “Private Exchange”) for the Initial Securities held by such Initial Purchaser, a like principal amount of debt securities of the Company issued under the Mortgage and identical in all material respects to the Initial Securities (the “Private Exchange Securities”). The Initial Securities, the Exchange Securities and the Private Exchange Securities are herein collectively called the “Securities.” In connection with the Registered Exchange Offer, the Company shall:

Registered Exchange Offer. Unless not permitted by applicable law law, the Company shall, at its own cost, prepare and, not later than 350 days (or if the 350th day is not a business day, the first business day thereafter) after the Company has complied date of delivery of the Offered Securities (the “Delivery Date”), file with the ultimate paragraph of this Section 1) or the policy of the Securities and Exchange Commission (the “Commission”), the Company shall prepare and, not later than 60 days (such 60th day being a “Filing Deadline”) after the date on which the Initial Purchasers purchase the Initial Securities pursuant to the Purchase Agreement (the “Closing Date”), file with the Commission a registration statement (the “Exchange Offer Registration Statement”) on an appropriate form under the Securities Act of 1933, as amended (the “Securities Act”), with respect to a proposed offer (the “Registered Exchange Offer”) to the Holders of Transfer Restricted Securities (as defined in Section 6 8(d) hereof), who are not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Initial Offered Securities, a like aggregate principal amount of debt securities of the Company issued under the Mortgage, Indenture and identical in all material respects to the Initial Offered Securities (except for the removal of transfer restrictions relating to the Offered Securities and registered under the Securities Act provisions relating to the matters described in Section 8 hereof) (the “Exchange Securities”). The Company shall use its commercially reasonable best efforts to (i) cause such Exchange Offer Registration Statement to become effective under the Securities Act within 200 410 days (or if the 410th day is not a business day, the first business day thereafter) after the Closing Delivery Date (such 200th day being an “Effectiveness Deadlineeffectiveness deadline”) and (ii) shall use its commercially reasonable efforts to keep the Exchange Offer Registration Statement effective for not less than 30 20 business days (or longer, if required by applicable law) after the date notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “Exchange Offer Registration Period”). If the Company commences the Registered Exchange Offer, the Company (i) will be entitled to consummate close the Registered Exchange Offer 30 20 business days after such commencement (provided that the Company has accepted all the Initial Offered Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer) Offer and (ii) will be required shall use commercially reasonable efforts to consummate the Registered Exchange Offer no later than 40 days (or longer if required by applicable law) after the date on which the Exchange Offer Registration Statement is declared effective (or if the 40th day is not a business day, the first business day thereafter) (such 40th day (or first business day thereafter) being the “Consummation Deadline”). Following the declaration of the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities electing to exchange the Initial Offered Securities for Exchange Securities (assuming that such Holder is not an affiliate of the Company within the meaning of the Securities ActAct (or if it is an affiliate, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable), acquires the Exchange Securities in the ordinary course of such Holder’s business business, is not a broker-dealer tendering Offered Securities acquired directly from the Company for its own account and is not engaged in, and does not intend to engage in, and has no arrangements arrangement or understanding with any person to participate in the distribution of the Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States. The Company acknowledges that, pursuant to current interpretations by the Commission’s staff of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom, (i) each Holder which is a broker-dealer electing to exchange Initial Offered Securities, acquired for its own account as a result of market making activities or other trading activities, for Exchange Securities (an “Exchanging Dealer”), is required to deliver a prospectus containing the information set forth in (a) Annex A hereto on the cover, (b) Annex B hereto in the “Exchange Offer Procedures” section and the “Purpose of the Exchange Offer” section, and (c) Annex C hereto in the “Plan of Distribution” section of such prospectus in connection with a sale of any such Exchange Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) the Initial Purchasers that elect if a Purchaser elects to sell Exchange Securities (as defined below) acquired in exchange for Initial Offered Securities constituting any portion of an unsold allotment, are it is required to deliver a prospectus containing the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale. The Company shall use its commercially reasonable best efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the prospectus contained therein, in order to permit such prospectus to be lawfully delivered by all persons subject to the prospectus delivery requirements of the Securities Act for such period of time as such persons must comply with such requirements in order to resell the Exchange Securities; provided, however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or either of the Initial Purchasersa Purchaser, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers and the Initial Purchasers have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j4(j) below) and (ii) the Company shall make such prospectus and any amendment or supplement thereto thereto, available to any broker-dealer for use in connection with any resale of any Exchange Securities for a period of not less than 180 90 days after the consummation of the Registered Exchange Offer. If, upon consummation of the Registered Exchange Offer, either of the Initial Purchasers any Purchaser holds Initial Offered Securities acquired by it as part of its initial distribution, the Company, simultaneously with the delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and deliver to such Initial Purchaser upon the written request of such Initial Purchaser, in exchange (the “Private Exchange”) for the Initial Offered Securities held by such Initial Purchaser, a like principal amount of debt securities of the Company issued under the Mortgage Indenture and identical in all material respects (including the existence of restrictions on transfer under the Securities Act and the securities laws of the several states of the United States, but excluding provisions relating to the Initial matters described in Section 8 hereof) to the Offered Securities (the “Private Exchange Securities”). The Initial Offered Securities, the Exchange Securities and the Private Exchange Securities are herein collectively called the “Securities.” In connection with the Registered Exchange Offer, the Company shall:

Registered Exchange Offer. Unless not permitted by applicable law The Company and the Subsidiary Guarantors shall (after the Company has complied with the ultimate paragraph of this Section 1i) or the policy of the Securities and Exchange Commission (the “Commission”), the Company shall prepare and, not later than 60 days (such 60th day being a “Filing Deadline”) after following the date on which of original issuance of the Initial Purchasers purchase the Initial Securities pursuant to the Purchase Agreement (the “Closing Date”"ISSUE DATE"), file with the Commission a registration statement (the “Exchange Offer Registration Statement”"EXCHANGE OFFER REGISTRATION STATEMENT") on an appropriate form under the Securities Act of 1933, as amended (the “Securities Act”), with respect to a proposed offer (the “Registered Exchange Offer”) to the Holders of Transfer Restricted the Securities (as defined in Section 6 hereof), who are not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer, "REGISTERED EXCHANGE OFFER") to issue and deliver to such Holders, in exchange for the Initial Securities, a like aggregate principal amount of debt securities of the Company issued under (the Mortgage"EXCHANGE NOTES") unconditionally guaranteed on a senior subordinated basis by the Subsidiary Guarantors (the "Exchange Guarantee" and, together with the Exchange Notes, the "Exchange Securities") that are identical in all material respects to the Initial Securities and registered under Securities, except for the Securities Act transfer restrictions relating to the Securities, (the “Exchange Securities”). The Company shall ii) use its reasonable best efforts to (i) cause such the Exchange Offer Registration Statement to become effective under the Securities Act within 200 no later than 135 days after the Closing Issue Date (such 200th day being an “Effectiveness Deadline”) and the Registered Exchange Offer to be consummated no later than 165 days after the Issue Date and (iiiii) keep the Exchange Offer Registration Statement effective for not less than 30 days (or longer, if required by applicable law) after the date on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “Exchange Offer Registration Period”"EXCHANGE OFFER REGISTRATION PERIOD"). If The Exchange Securities will be issued under the Company commences Indenture or an indenture (the Registered Exchange Offer"EXCHANGE SECURITIES INDENTURE") between the Company, the Company (i) will be entitled Subsidiary Guarantors and the Trustee or such other bank or trust company that is reasonably satisfactory to consummate the Registered Exchange Offer 30 days after such commencement (provided that the Company has accepted all the Initial Purchasers, as trustee (the "EXCHANGE SECURITIES TRUSTEE"), such indenture to be identical in all material respects to the Indenture, except for the transfer restrictions relating to the Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer) and (ii) will be required to consummate the Registered Exchange Offer no later than 40 days after the date on which the Exchange Offer Registration Statement is declared effective (such 40th day being the “Consummation Deadline”as described above). Following the declaration of Upon the effectiveness of the Exchange Offer Registration Statement, the Company and the Subsidiary Guarantors shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities electing to exchange the Initial Securities for Exchange Securities to do so (assuming that such Holder (a) is not an affiliate of the Company within Company, the meaning Subsidiary Guarantors, or an Exchanging Dealer (as defined herein) not complying with the requirements of the next sentence, (b) is not an Initial Purchaser with Securities Actthat have, or that are reasonably likely to have, the status of an unsold allotment in an initial distribution, (c) acquires the Exchange Securities in the ordinary course of such Holder’s 's business and (d) has no arrangements or understandings with any person to participate in the distribution of the Exchange Securities Securities) and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States. The Company acknowledges Company, the Subsidiary Guarantors, the Initial Purchasers and each Exchanging Dealer (as defined herein) acknowledge that, pursuant to current interpretations by the Commission’s 's staff of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom, (i) each Holder which that is a broker-dealer electing to exchange Initial Securities, acquired for its own account as a result of market market-making activities or other trading activities, for Exchange Securities (an “Exchanging Dealer”"EXCHANGING DEALER"), is required to deliver a prospectus containing substantially the information set forth in (a) Annex A hereto on the cover, (b) in Annex B hereto in the “"Exchange Offer Procedures” " section and the “"Purpose of the Exchange Offer” section, " section and (c) in Annex C hereto in the “"Plan of Distribution” " section of such prospectus in connection with a sale of any such Exchange Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) the Initial Purchasers that elect Offer. If, prior to sell Securities (as defined below) acquired in exchange for Initial Securities constituting any portion of an unsold allotment, are required to deliver a prospectus containing the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale. The Company shall use its reasonable best efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the prospectus contained therein, in order to permit such prospectus to be lawfully delivered by all persons subject to the prospectus delivery requirements of the Securities Act for such period of time as such persons must comply with such requirements in order to resell the Exchange Securities; provided, however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or either of the Initial Purchasers, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers and the Initial Purchasers have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Company shall make such prospectus and any amendment or supplement thereto available to any broker-dealer for use in connection with any resale of any Exchange Securities for a period of not less than 180 days after the consummation of the Registered Exchange Offer. If, upon consummation any Holder holds any Securities acquired by it that have, or that are reasonably likely to be determined to have, the status of an unsold allotment in an initial distribution, or any Holder is not entitled to participate in the Registered Exchange Offer, either the Company and the Subsidiary Guarantors shall, upon the request of the Initial Purchasers holds Initial Securities acquired by it as part of its initial distribution, the Companyany such Holder, simultaneously with the delivery of the Exchange Securities pursuant to in the Registered Exchange Offer, shall issue and deliver to any such Initial Purchaser upon the written request of such Initial PurchaserHolder, in exchange (the “Private Exchange”) for the Initial Securities held by such Initial PurchaserHolder (the "PRIVATE EXCHANGE"), a like aggregate principal amount of debt securities of the Company issued under (the Mortgage and "PRIVATE EXCHANGE NOTES") unconditionally guaranteed on a senior subordinated basis by the Subsidiary Guarantors (the "Private Exchange Guarantees" and, together with the Private Exchange Notes, the "Private Exchange Securities") that are identical in all material respects to the Initial Securities (Exchange Securities, except for the “transfer restrictions relating to such Private Exchange Securities”). The Initial Private Exchange Securities will be issued under the same indenture as the Exchange Securities, and the Exchange Securities and Company shall use its reasonable best efforts to cause the Private Exchange Securities are herein collectively called to bear the “same CUSIP number as the Exchange Securities.” . In connection with the Registered Exchange Offer, the Company and the Subsidiary Guarantors shall:

Registered Exchange Offer. Unless not permitted by applicable law The Issuers shall (after the Company has complied with the ultimate paragraph of this Section 1i) or the policy of the Securities and Exchange Commission (the “Commission”), the Company shall prepare and, not later than 60 days (such 60th day being a “Filing Deadline”) after following the date on which of original issuance of the Initial Purchasers purchase the Initial Securities pursuant to the Purchase Agreement (the “Closing Date”"ISSUE DATE"), file with the Commission a registration statement (the “Exchange Offer Registration Statement”"EXCHANGE OFFER REGISTRATION STATEMENT") on an appropriate form under the Securities Act of 1933, as amended (the “Securities Act”), with respect to a proposed offer (the “Registered Exchange Offer”) to the Holders of Transfer Restricted the Securities (as defined in Section 6 hereof), who are not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer, "REGISTERED EXCHANGE OFFER") to issue and deliver to such Holders, in exchange for the Initial Securities, a like aggregate principal amount of debt securities of the Company issued under the Mortgage, that are identical in all material respects to the Initial Securities Securities, and registered under are unconditionally guaranteed by the Securities Act Guarantor, except for the transfer restrictions relating to the Securities, (the “Exchange Securities”). The Company shall ii) use its their reasonable best efforts to (i) cause such the Exchange Offer Registration Statement to become effective under the Securities Act within 200 no later than 120 days after the Closing Issue Date (such 200th day being an “Effectiveness Deadline”) and the Registered Exchange Offer to be consummated no later than 151 days after the Issue Date and (iiiii) keep the Exchange Offer Registration Statement effective for not less than 30 calendar days (or longer, if required by applicable law) after the date on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “Exchange Offer Registration Period”"EXCHANGE OFFER REGISTRATION PERIOD"). If the Company commences the Registered The Exchange Offer, the Company (i) Securities will be entitled issued under the Indenture or an indenture (the "EXCHANGE SECURITIES INDENTURE") between the Issuers and the Trustee or such other bank or trust company that is reasonably satisfactory to consummate the Registered Exchange Offer 30 days after such commencement (provided that the Company has accepted all the Initial Purchasers, as trustee (the "EXCHANGE SECURITIES TRUSTEE"), such indenture to be identical in all material respects to the Indenture, except for the transfer restrictions relating to the Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer) and (ii) will be required to consummate the Registered Exchange Offer no later than 40 days after the date on which the Exchange Offer Registration Statement is declared effective (such 40th day being the “Consummation Deadline”as described above). Following the declaration of Upon the effectiveness of the Exchange Offer Registration Statement, the Company Issuers shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities electing to exchange the Initial Securities for Exchange Securities (assuming that such Holder (a) is not an affiliate any of the Company within Issuers or an Exchanging Dealer (as defined herein) not complying with the meaning requirements of the next sentence, (b) is not an Initial Purchaser holding Securities Actthat have, or that are reasonably likely to have, the status of an unsold allotment in an initial distribution, (c) acquires the Exchange Securities in the ordinary course of such Holder’s 's business and (d) has no arrangements or understandings with any person to participate in the distribution of the Exchange Securities Securities) and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States. The Company acknowledges Issuers, the Initial Purchasers and each Exchanging Dealer acknowledge that, pursuant to current interpretations by the Commission’s 's staff of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom, (i) each Holder which that is a broker-dealer electing to exchange Initial Securities, acquired for its own account as a result of market market-making activities or other trading activities, for Exchange Securities (an “Exchanging Dealer”"EXCHANGING DEALER"), is required to deliver a prospectus containing substantially the information set forth in (a) Annex A hereto on the cover, (b) in Annex B hereto in the “"Exchange Offer Procedures” " section and the “"Purpose of the Exchange Offer” section, " section and (c) in Annex C hereto in the “"Plan of Distribution” " section of such prospectus in connection with a sale of any such Exchange Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) the Initial Purchasers that elect Offer. If, prior to sell Securities (as defined below) acquired in exchange for Initial Securities constituting any portion of an unsold allotment, are required to deliver a prospectus containing the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale. The Company shall use its reasonable best efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the prospectus contained therein, in order to permit such prospectus to be lawfully delivered by all persons subject to the prospectus delivery requirements of the Securities Act for such period of time as such persons must comply with such requirements in order to resell the Exchange Securities; provided, however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or either of the Initial Purchasers, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers and the Initial Purchasers have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Company shall make such prospectus and any amendment or supplement thereto available to any broker-dealer for use in connection with any resale of any Exchange Securities for a period of not less than 180 days after the consummation of the Registered Exchange Offer. If, upon consummation any Holder holds any Securities acquired by it that have, or that are reasonably likely to be determined to have, the status of an unsold allotment in an initial distribution, or any Holder is not entitled pursuant to current interpretations by the Commission's Staff to participate in the Registered Exchange Offer, either the Issuers shall, upon the request of the Initial Purchasers holds Initial Securities acquired by it as part of its initial distribution, the Companyany such Holder, simultaneously with the delivery of the Exchange Securities pursuant to in the Registered Exchange Offer, shall issue and deliver to any such Initial Purchaser upon the written request of such Initial PurchaserHolder, in exchange (the “Private Exchange”) for the Initial Securities held by such Initial PurchaserHolder (the "PRIVATE EXCHANGE"), a like aggregate principal amount of debt securities of the Company issued under (the Mortgage and "PRIVATE EXCHANGE SECURITIES") that are identical in all material respects to the Initial Securities (Exchange Securities, and are unconditionally guaranteed by the “Guarantor , except for the placement of a legend setting forth transfer restrictions relating to such Private Exchange Securities”). The Initial Private Exchange Securities will be issued under the same indenture as the Exchange Securities, and the Exchange Securities and Company shall use its commercially reasonable efforts to cause the Private Exchange Securities are herein collectively called to bear the “same CUSIP number as the Exchange Securities.” . In connection with the Registered Exchange Offer, the Company Issuers shall:

Registered Exchange Offer. Unless not permitted by applicable law (after the Company has complied with the ultimate paragraph of this Section 1) or the policy of the Securities and Exchange Commission (the “Commission”), the Company shall prepare and, not later than 60 days (such 60th day being a “Filing Deadline”"FILING DEADLINE") after the date on which the Initial Purchasers purchase the Initial Securities pursuant to the Purchase Agreement (the “Closing Date”"CLOSING DATE"), file with the Securities and Exchange Commission (the "COMMISSION") a registration statement (the “Exchange Offer Registration Statement”"EXCHANGE OFFER REGISTRATION STATEMENT") on an appropriate form under the Securities Act of 1933, as amended (the “Securities Act”"SECURITIES ACT"), with respect to a proposed offer (the “Registered Exchange Offer”"REGISTERED EXCHANGE OFFER") to the Holders of Transfer Restricted Securities (as defined in Section 6 hereof), who are not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Initial Securities, a like aggregate principal amount of debt securities of the Company issued under the MortgageIndenture, identical in all material respects to the Initial Securities and registered under the Securities Act (the “Exchange Securities”"EXCHANGE SECURITIES"). The Each of the Company and the Guarantors shall use its reasonable best efforts to (i) cause such Exchange Offer Registration Statement to become effective under the Securities Act within 200 180 days after the Closing Date (such 200th 180th day being an “Effectiveness Deadline”"EFFECTIVENESS DEADLINE") and (ii) keep the Exchange Offer Registration Statement effective for not less than 30 60 days (or longer, if required by applicable law) after the date notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “Exchange Offer Registration Period”"EXCHANGE OFFER REGISTRATION PERIOD"). If the Company commences the Registered Exchange Offer, each of the Company and the Guarantors (i) will be entitled shall use its best efforts to consummate the Registered Exchange Offer 30 days on the earliest practicable date after such commencement (provided that the Company Exchange Offer Registration Statement has accepted all the Initial Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer) become effective and (ii) will be required to consummate the Registered Exchange Offer no later than 40 60 days after the date on which the Exchange Offer Registration Statement is declared effective (such 40th 60th day being the “Consummation Deadline”"CONSUMMATION DEADLINE"). Following the declaration of the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities electing to exchange the Initial Securities for Exchange Securities (assuming that such Holder is not an affiliate of the Company within the meaning of the Securities Act, acquires the Exchange Securities in the ordinary course of such Holder’s 's business and has no arrangements with any person to participate in the distribution of the Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States. The Company acknowledges that, pursuant to current interpretations by the Commission’s 's staff of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom, (i) each Holder which is a broker-dealer electing to exchange Initial Securities, acquired for its own account as a result of market making activities or other trading activities, for Exchange Securities (an “Exchanging Dealer”"EXCHANGING DEALER"), is required to deliver a prospectus containing the information set forth in (a) Annex A hereto on the cover, (b) Annex B hereto in the “"Exchange Offer Procedures” " section and the “"Purpose of the Exchange Offer” " section, and (c) Annex C hereto in the “"Plan of Distribution” " section of such prospectus in connection with a sale of any such Exchange Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) the an Initial Purchasers Purchaser that elect elects to sell Securities (as defined below) acquired in exchange for Initial Securities constituting any portion of an unsold allotment, are is required to deliver a prospectus containing the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale. The Company shall use its reasonable best efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the prospectus contained therein, in order to permit such prospectus to be lawfully delivered by all persons subject to the prospectus delivery requirements of the Securities Act for such period of time as such persons must comply with such requirements in order to resell the Exchange Securities; provided, however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or either of the an Initial PurchasersPurchaser, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers and the Initial Purchasers have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Company shall make such prospectus and any amendment or supplement thereto available to any broker-dealer for use in connection with any resale of any Exchange Securities for a period of not less than 180 days after the consummation of the Registered Exchange Offer. If, upon consummation of the Registered Exchange Offer, either of the any Initial Purchasers Purchaser holds Initial Securities acquired by it as part of its initial distribution, the Company, simultaneously with the delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and deliver to such Initial Purchaser upon the written request of such Initial Purchaser, in exchange (the “Private Exchange”"PRIVATE EXCHANGE") for the Initial Securities held by such Initial Purchaser, a like principal amount of debt securities of the Company issued under the Mortgage Indenture and identical in all material respects to the Initial Securities (the “Private Exchange Securities”). The Initial Securities, the Exchange Securities and the Private Exchange Securities are herein collectively called the “Securities.” In connection with the Registered Exchange Offer, the Company shall:"PRIVATE

Registered Exchange Offer. Unless not permitted by applicable law (after the Company has complied with the ultimate paragraph of this Section 1) or the policy of the Securities and Exchange Commission (the “Commission”), the Company shall prepare and, not later than 60 120 days (such 60th 120th day being a “Filing Deadline”"FILING DEADLINE") after the date on which the Initial Purchasers purchase Purchaser purchases the Initial Securities pursuant to the Purchase Agreement (the “Closing Date”"CLOSING DATE"), file with the Securities and Exchange Commission (the "COMMISSION") a registration statement (the “Exchange Offer Registration Statement”"EXCHANGE OFFER REGISTRATION STATEMENT") on an appropriate form under the Securities Act of 1933, as amended (the “Securities Act”"SECURITIES ACT"), with respect to a proposed offer (the “Registered Exchange Offer”"REGISTERED EXCHANGE OFFER") to the Holders of Transfer Restricted Securities (as defined in Section 6 hereof), who are not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Initial Securities, a like aggregate principal amount of debt securities of the Company Issuer, guaranteed pursuant to guarantees by the Guarantor, in each case, issued under the Mortgage, Indenture in a transaction registered under the Securities Act and identical in all material respects to the Initial Securities and registered under the Securities Act Guarantees, respectively (collectively, the “Exchange Securities”"EXCHANGE SECURITIES"). The Company shall use its reasonable best efforts to (i) cause such the Exchange Offer Registration Statement to become effective under the Securities Act within 200 at the earliest possible time, but in no event later than 180 days after the Closing Date (such 200th 180th day being an “Effectiveness Deadline”the "EFFECTIVENESS DEADLINE") and (ii) keep the Exchange Offer Registration Statement effective for not less than 30 days (or longer, if required by applicable law) after the date notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “"EXCHANGE OFFER REGISTRATION PERIOD"). Following the declaration of the effectiveness of the Exchange Offer Registration Period”). If Statement, the Company commences shall promptly commence the Registered Exchange Offer, the . The Company (i) will be entitled to consummate the Registered Exchange Offer 30 20 business days after such the commencement thereof (provided that the Company has accepted all the Initial Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer) and (ii) will be required to consummate the Registered Exchange Offer no later than 40 30 days after the date on which the Exchange Offer Registration Statement is declared effective (such 40th 30th day being the “Consummation Deadline”"CONSUMMATION DEADLINE"). Following the declaration of the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being It is the objective of such the Registered Exchange Offer to enable each Holder of Transfer Restricted Securities electing to exchange the Initial Securities for Exchange Securities (assuming that such Holder is not an affiliate of the Company within the meaning of the Securities Act, acquires the Exchange Securities in the ordinary course of such Holder’s 's business and has no arrangements with any person to participate in the distribution of the Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States. The Company acknowledges that, pursuant to current interpretations by the Commission’s 's staff of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom, (i) each Holder which is a broker-dealer electing to exchange Initial Securities, acquired for its own account as a result of market making activities or other trading activities, for Exchange Securities (an “Exchanging Dealer”"EXCHANGING DEALER"), is required to deliver a prospectus containing the information set forth in (a) Annex A hereto on the cover, (b) Annex B hereto in the “"Exchange Offer Procedures” " section and the “"Purpose of the Exchange Offer” " section, and (c) Annex C hereto in the “"Plan of Distribution” " section of such prospectus in connection with a sale of any such Exchange Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) the Initial Purchasers that elect Purchaser if it elects to sell Securities (as defined below) acquired in exchange for Initial Securities constituting any portion of an unsold allotment, are is required to deliver a prospectus containing the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale. The Company shall use its reasonable best efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the prospectus contained therein, in order to permit such prospectus to be lawfully delivered by all persons subject to the prospectus delivery requirements of the Securities Act for such period of time as such persons must comply with such requirements in order to resell the Exchange Securities; provided, however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or either of the Initial PurchasersPurchaser, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers and the Initial Purchasers Purchaser have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Company shall make such prospectus and any amendment or supplement thereto available to any broker-dealer for use in connection with any resale of any Exchange Securities for a period of not less than 180 days after the consummation of the Registered Exchange Offer. If, upon consummation of the Registered Exchange Offer, either of the Initial Purchasers Purchaser holds Initial Securities acquired by it as part of its initial distributionpurchase from the Issuer, the Company, simultaneously with the delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and deliver to such the Initial Purchaser upon the written request of such the Initial Purchaser, in exchange (the “Private Exchange”"PRIVATE EXCHANGE") for the Initial Securities held by such the Initial Purchaser, a like aggregate principal amount of debt securities of the Company Issuer, guaranteed pursuant to guarantees of the Guarantor, issued under the Mortgage Indenture and identical in all material respects to the Initial Exchange Securities (the “Private Exchange Securities”"PRIVATE EXCHANGE SECURITIES"). The Initial Securities, the Exchange Securities and the Private Exchange Securities are herein collectively called the “Securities.” "SECURITIES". In connection with the Registered Exchange Offer, the Company shall:

Registered Exchange Offer. Unless not permitted by applicable law (after the Company has complied with the ultimate paragraph of this Section 1) or the policy of the Securities and Exchange Commission (the “Commission”), the Company shall prepare and, not later than 60 120 days (such 60th 120th day being a “an "Exchange Filing Deadline”") after the date on which the Initial Purchasers purchase the Initial Securities pursuant to the Purchase Pur- chase Agreement (the “"Closing Date”"), file with the Securities and Exchange Commission (the "Commission") a registration statement (the “"Exchange Offer Registration Statement”") on an appropriate form under the Securities Act of 1933, as amended (the “"Securities Act”"), with respect to a proposed offer (the “"Registered Exchange Offer”") to the Holders of Transfer Restricted Securities (as defined in Section 6 hereof), who are not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Initial Securities, a like aggregate principal amount of debt securities of the Company issued under the MortgageIndenture, identical in all material respects to the Initial Securities and registered under the Securities Act (the “"Exchange Securities”"). The Company shall use its commercially reasonable best efforts to (i) cause such Exchange Offer Registration Statement to become effective under the Securities Act within 200 180 days after the Closing Date (such 200th 180th day being an “"Exchange Effectiveness Deadline”") and (ii) keep the Exchange Offer Registration Statement effective for not less than 30 20 business days (or longer, if required by applicable law) after the date notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “"Exchange Offer Registration Period”"). If the Company commences the Registered Exchange Offer, the Company (i) will be entitled to consummate the Registered Exchange Offer 30 days after such commencement (provided that the Company has accepted all the Initial Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer) and (ii) will be required to consummate the Registered Exchange Offer no later than 40 210 days after the date on which the Exchange Offer Registration Statement is declared effective Closing Date (such 40th 210th day being the “"Consummation Deadline”"). Following the declaration of the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities electing to exchange the Initial Securities for Exchange Securities (assuming that such Holder is not an affiliate of the Company within the meaning of the Securities Act, acquires the Exchange Securities in the ordinary course of such Holder’s 's business and has no arrangements with any person to participate in the distribution of the Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States. The Company acknowledges that, pursuant to current interpretations by the Commission’s 's staff of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom, (i) each Holder which is a broker-dealer electing to exchange Initial Securities, acquired for its own account as a result of market making activities or other trading activities, for Exchange Securities (an “"Exchanging Dealer”"), is required to deliver a prospectus containing the information set forth in (a) Annex A hereto on the cover, (b) Annex B hereto in the “"Exchange Offer Procedures” " section and the “"Purpose of the Exchange Offer” " section, and (c) Annex C hereto in the “"Plan of Distribution” " section of such prospectus in connection with a sale of any such Exchange Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) the an Initial Purchasers Purchaser that elect elects to sell Securities (as defined below) acquired in exchange for Initial Securities constituting any portion of an unsold allotment, are is required to deliver a prospectus containing the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale. The Company shall use its reasonable best efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the prospectus contained therein, in order to permit such prospectus to be lawfully delivered by all persons subject to the prospectus delivery requirements of the Securities Act for such period of time as such persons must comply with such requirements in order to resell the Exchange Securities; provided, however, that (i) in the -------- ------- case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or either of the an Initial PurchasersPurchaser, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers and the Initial Purchasers have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Company shall make such prospectus and any amendment or supplement thereto available to any broker-dealer for use in connection with any resale of any Exchange Securities for a period of not less than 180 days after the consummation of the Registered Exchange Offer. If, upon consummation of the Registered Exchange Offer, either of the any Initial Purchasers Purchaser holds Initial Securities acquired by it as part of its initial distribution, the Company, simultaneously with the delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and deliver to such Initial Purchaser upon the written request of such Initial Purchaser, in exchange (the “"Private Exchange”") for the Initial Securities held by such Initial Purchaser, a like principal amount of debt securities of the Company issued under the Mortgage Indenture and identical in all material respects to the Initial Securities (the “"Private Exchange Securities”"). The Initial Securities, the Exchange Securities and the Private Exchange Securities are herein collectively called the “"Securities.” ". In connection with the Registered Exchange Offer, the Company shall:

Registered Exchange Offer. Unless not permitted by applicable law (after the Company has complied with the ultimate paragraph of this Section 1) or the policy of the Securities and Exchange Commission (the “Commission”)The Issuers shall, the Company shall at their own cost, prepare and, not later than 60 days after (such or if the 60th day being is not a “Filing Deadline”business day, the first business day thereafter) after the date on which the Initial Purchasers purchase of original issue of the Initial Securities pursuant to the Purchase Agreement (the “Closing "Issue Date”"), file with the Securities and Exchange Commission (the "Commission") a registration statement (the “"Exchange Offer Registration Statement”") on an appropriate form under the Securities Act of 1933, as amended (the “"Securities Act”"), with respect to a proposed offer (the “"Registered Exchange Offer”") to the Holders of Transfer Restricted Securities (as defined in Section 6 hereof), who are not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Initial Securities, a like aggregate principal amount of debt securities (the "Exchange Securities") of the Company Company, guaranteed by the Guarantors, and issued under the Mortgage, Indenture and identical in all material respects to the Initial Securities (except for the transfer restrictions relating to the Initial Securities and the provisions relating to the matters described in Section 6 hereof) that would be registered under the Securities Act (the “Exchange Securities”)Act. The Company Issuers shall use its all reasonable best efforts to (i) cause such Exchange Offer Registration Statement to become effective under the Securities Act within 200 195 days (or if the 195th day is not a business day, the first business day thereafter) after the Closing Issue Date (such 200th day being an “Effectiveness Deadline”) of the Initial Securities and (ii) shall keep the Exchange Offer Registration Statement effective for not less than 30 days (or longer, if required by applicable law) after the date notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “"Exchange Offer Registration Period”"). If the Company commences Issuers effect the Registered Exchange Offer, the Company (i) Issuers will be entitled to consummate close the Registered Exchange Offer 30 days after such the commencement (thereof provided that the Company has Issuers have accepted all the Initial Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer) and (ii) will be required to consummate the Registered Exchange Offer no later than 40 days after the date on which the Exchange Offer Registration Statement is declared effective (such 40th day being the “Consummation Deadline”). Following the declaration of the effectiveness of the Exchange Offer Registration Statement, the Company Issuers shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities (as defined in Section 6 hereof) electing to exchange the Initial Securities for Exchange Securities (assuming that such Holder is not an affiliate of the Company Issuers within the meaning of the Securities Act, acquires the Exchange Securities in the ordinary course of such Holder’s 's business and has no arrangements with any person to participate in the distribution of the Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States. The Company acknowledges Issuers acknowledge that, pursuant to current interpretations by the Commission’s 's staff of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom, (i) each Holder which is a broker-dealer electing to exchange Initial Securities, acquired for its own account as a result of market making activities or other trading activities, for Exchange Securities (an “"Exchanging Dealer”"), is required to deliver a prospectus containing the information set forth in (a) Annex A hereto on the covercover of such prospectus, (b) Annex B hereto in the “"Exchange Offer Procedures” " section and the “"Purpose of the Exchange Offer” section" section of such prospectus, and (c) Annex C hereto in the “"Plan of Distribution” " section of such prospectus in connection with a sale of any such Exchange Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) the an Initial Purchasers Purchaser that elect elects to sell Exchange Securities (as defined below) acquired in exchange for Initial Securities constituting any portion of an unsold allotment, are allotment is required to deliver a prospectus containing the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale. The Company Issuers shall use its reasonable their best efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the prospectus contained therein, in order to permit such prospectus to be lawfully delivered by all persons subject to the prospectus delivery requirements of the Securities Act for such period of time as such persons must comply with such requirements in order to resell the Exchange SecuritiesSecurities (which period shall not exceed one year from the date on which the Exchange Offer Registration Statement is declared effective); provided, however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or either of the an Initial PurchasersPurchaser, such period shall be the lesser of 180 days and the period ending on the date on which all Exchanging Dealers and the Initial Purchasers have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Company Issuers shall make such prospectus and any amendment or supplement thereto thereto, available to any broker-dealer for use in connection with any resale of any Exchange Securities for a period of not less than 180 90 days after the consummation of the Registered Exchange Offer. If, upon consummation of the Registered Exchange Offer, either of the any Initial Purchasers Purchaser holds Initial Securities acquired by it as part of its initial distribution, the CompanyIssuers, simultaneously with the delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and deliver to such Initial Purchaser upon the written request of such Initial Purchaser, in exchange (the “"Private Exchange”") for the Initial Securities held by such Initial Purchaser, a like principal amount of debt securities of the Company Company, guaranteed by the Guarantors, and issued under the Mortgage Indenture and identical in all material respects (including the existence of restrictions on transfer under the Securities Act and the securities laws of the several states of the United States, but excluding provisions relating to the matters described in Section 6 hereof) to the Initial Securities (the “"Private Exchange Securities”"). The Initial Securities, the Exchange Securities and the Private Exchange Securities are herein collectively called the “"Securities.” " In connection with the Registered Exchange Offer, the Company Issuers shall:

Registered Exchange Offer. Unless not permitted by applicable law (after Upon the Company has complied with the ultimate paragraph of this Section 1) or the policy of the Securities and Exchange Commission (the “Commission”), the Company shall prepare and, not later than 60 days (such 60th day being a “Filing Deadline”) after the date on which the Initial Purchasers purchase the Initial Securities pursuant to the Purchase Agreement (the “Closing Date”), file with the Commission a registration statement (the “Exchange Offer Registration Statement”) on an appropriate form under the Securities Act of 1933, as amended (the “Securities Act”), with respect to a proposed offer (the “Registered Exchange Offer”) to the Holders of Transfer Restricted Securities (as defined in Section 6 hereof), who are not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Initial Securities, a like aggregate principal amount of debt securities of the Company issued under the Mortgage, identical in all material respects to the Initial Securities and registered under the Securities Act (the “Exchange Securities”). The Company shall use its reasonable best efforts to (i) cause such Exchange Offer Registration Statement to become effective under the Securities Act within 200 days after the Closing Date (such 200th day being an “Effectiveness Deadline”) and (ii) keep the Exchange Offer Registration Statement effective for not less than 30 days (or longer, if required by applicable law) after the date notice occurrence of the Registered Exchange Offer is mailed in accordance with the Registration Rights Agreement, the Issuer or the Company, as applicable, will issue, under the Fourth Supplemental Indenture, and, upon receipt of an authentication order in accordance with the Indenture, the Trustee will authenticate one or more Global Notes in an aggregate principal amount equal to the Holders (such period being called principal amount of the “Exchange Offer Registration Period”). If beneficial interests in the Company commences the Registered Exchange Offer, the Company (i) will be entitled to consummate Restricted Global Notes accepted for exchange in the Registered Exchange Offer 30 days after such commencement (provided by Persons that the Company has accepted all the Initial Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer) and (ii) will be required to consummate the Registered Exchange Offer no later than 40 days after the date on which the Exchange Offer Registration Statement is declared effective (such 40th day being the “Consummation Deadline”). Following the declaration of the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities electing to exchange the Initial Securities for Exchange Securities (assuming that such Holder is not an affiliate of the Company within the meaning of the Securities Act, acquires the Exchange Securities certify in the ordinary course applicable letter of such Holder’s business and has no arrangements with any person to participate transmittal that (A) they are not Broker-Dealers, (B) they are not participating in the a distribution of the Exchange Securities and is (C) they are not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States. The Company acknowledges that, pursuant to current interpretations by the Commission’s staff of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom, (i) each Holder which is a broker-dealer electing to exchange Initial Securities, acquired for its own account as a result of market making activities or other trading activities, for Exchange Securities (an “Exchanging Dealer”), is required to deliver a prospectus containing the information set forth in (a) Annex A hereto on the cover, (b) Annex B hereto in the “Exchange Offer Procedures” section and the “Purpose of the Exchange Offer” section, and (c) Annex C hereto in the “Plan of Distribution” section of such prospectus in connection with a sale of any such Exchange Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) the Initial Purchasers that elect to sell Securities affiliates (as defined belowin Rule 144) acquired in exchange for Initial Securities constituting any portion of an unsold allotment, are required to deliver a prospectus containing the information required by Items 507 Issuer or 508 of Regulation S-K under the Securities ActCompany, as applicable, in connection with such sale. The Company shall use its reasonable best efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the prospectus contained therein, in order to permit such prospectus to be lawfully delivered by all persons subject to the prospectus delivery requirements of the Securities Act for such period of time as such persons must comply with such requirements in order to resell the Exchange Securities; provided, however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or either of the Initial Purchasers, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers and the Initial Purchasers have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Company shall make such prospectus and any amendment or supplement thereto available to any broker-dealer for use in connection with any resale of any Exchange Securities for a period of not less than 180 days after Following the consummation of the Registered Exchange Offer. If, upon consummation of the Registered Exchange Offer, either of the Initial Purchasers holds Initial Securities acquired by it as part of its initial distribution, the Company, simultaneously with the delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and deliver to such Initial Purchaser upon the written request of such Initial Purchaser, in exchange (the “Private Exchange”) for the Initial Securities held by such Initial Purchaser, a like principal amount of debt securities of the Company issued under the Mortgage and identical in all material respects to the Initial Securities (the “Private Exchange Securities”). The Initial Securities, the Exchange Securities will be treated as the same series as the original Notes. Concurrently with the issuance of such Exchange Securities, the Trustee will cause the aggregate principal amount of the Restricted Global Notes to be reduced accordingly, and the Private Exchange Securities are herein collectively called Issuer or the Company, as applicable, will execute and the Trustee will authenticate and deliver to the Persons designated by the Holders of Definitive Notes so accepted Definitive Notes in the appropriate principal amount. EXHIBIT A [FORM OF FACE OF NOTE] [Global Notes Legend] UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“SecuritiesDTC”), NEW YORK, NEW YORK, TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO.” In connection with , OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO DTC, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. [Restricted Notes Legend] THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR UNDER STATE SECURITIES LAW. THIS SECURITY REPRESENTED BY THIS GLOBAL CERTIFICATE MAY NOT BE OFFERED, SOLD, PLEDGED ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR (B) PURSUANT TO AN APPLICABLE EXEMPTION UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, AND UNLESS IN ACCORDANCE WITH THE INDENTURE REFERRED TO HEREINAFTER, COPIES OF WHICH ARE AVAILABLE AT THE CORPORATE TRUST OFFICE OF THE TRUSTEE. EACH PURCHASER OF THE SECURITIES REPRESENTED HEREBY IS HEREBY NOTIFIED THAT THE SELLER OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER (TOGETHER WITH ANY SUCCESSOR PROVISION, AND AS SUCH RULE MAY HEREAFTER BE AMENDED FROM TIME TO TIME, “RULE 144A”). IN ADDITION, ANY SUCH TRANSFER OR OTHER DISPOSITION IS SUBJECT TO THE CONDITIONS CONTAINED IN THE PURCHASE AGREEMENT. A COPY OF SUCH CONDITIONS WILL BE PROVIDED TO THE HOLDER HEREOF UPON REQUEST. THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE ISSUER THAT (A) THIS SECURITY MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) IN THE UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (II) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (III) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (IV) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH (IV) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND ALL OTHER APPLICABLE JURISDICTIONS, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS SECURITY FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE. Prior to the Registered Exchange Offerexpiration of the Restricted Period each Regulation S Note shall bear the following additional legend: THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION ORIGINALLY EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933, the Company shall:AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE TRANSFERRED IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON EXCEPT PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES LAWS. TERMS USED ABOVE HAVE THE MEANINGS GIVEN TO THEM IN REGULATION S UNDER THE SECURITIES ACT. [FORM OF NOTE] No. $ MAPLE ESCROW SUBSIDIARY, INC.

Registered Exchange Offer. Unless not permitted by applicable law (after the Company has complied with the ultimate paragraph of this Section 1) or the policy of the Securities and Exchange Commission (the “Commission”), the The Company shall (i)(A) prepare and, and (B) not later than 60 days (or, if the Issue Date (as defined herein) shall fall in January 2002, such 60th number of days, not less than 60, as shall equal the number of days between the Issue Date and the third business day being a “Filing Deadline”following the day on which the Company files with the Commission its Annual Report on Form 10-K with respect to its preceding fiscal year) after following the date on which the Initial Purchasers purchase Purchaser gives written notice to the Initial Securities Company to commence a registration pursuant to the Purchase Securities Act as contemplated by this Agreement (the “Closing date on which such notice is given, the "Issue Date”"), file with the Commission a registration statement (the “"Exchange Offer Registration Statement”") on an appropriate form under the Securities Act of 1933, as amended (the “Securities Act”), with respect to a proposed offer (the “Registered Exchange Offer”) to the Holders of Transfer Restricted the Securities (as defined in Section 6 hereof), the "Registered Exchange Offer") who are not prohibited by any applicable law or policy of interpretations thereof by the Commission Commission's staff from participating in the Registered Exchange Offer, Offer to issue and deliver to such Holders, in exchange for the Initial Securities, a like aggregate principal amount of debt securities of the Company issued under (the Mortgage, "Exchange Securities") that are identical in all material respects to the Initial Securities Securities, except for the transfer restrictions and registered under registration rights relating to the Securities Act Securities, (the “Exchange Securities”). The Company shall ii) use its commercially reasonable best efforts to (i) cause such the Exchange Offer Registration Statement to become effective under the Securities Act within 200 no later than 180 days after the Closing Issue Date (such 200th day being an “Effectiveness Deadline”) and the Registered Exchange Offer to be consummated no later than 210 days after the Issue Date and (iiiii) keep the Exchange Offer Registration Statement effective for not less than 30 days (or longer, if required by applicable law) after the date on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “"Exchange Offer Registration Period”"). If ; provided that the Company commences the Registered Exchange Offer, the Company (i) will be entitled may elect to consummate close the Registered Exchange Offer 30 days after such the commencement thereof (provided that unless otherwise required by applicable law), so long as the Company has accepted all the Initial Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer) and (ii) will be required . Notwithstanding the preceding sentence, the Issue Date must occur on or prior to consummate October 9, 2002 , the Registered Exchange Offer no later than 40 days after 180th day preceding the second anniversary of the date on which the Exchange Offer Registration Statement is declared effective (such 40th day being the “Consummation Deadline”)Securities were originally issued. Following the declaration of the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities electing to exchange the Initial Securities for The Exchange Securities (assuming that such Holder is not an affiliate of the Company within the meaning of the Securities Act, acquires the Exchange Securities in the ordinary course of such Holder’s business and has no arrangements with any person to participate in the distribution of the Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States. The Company acknowledges that, pursuant to current interpretations by the Commission’s staff of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom, (i) each Holder which is a broker-dealer electing to exchange Initial Securities, acquired for its own account as a result of market making activities or other trading activities, for Exchange Securities (an “Exchanging Dealer”), is required to deliver a prospectus containing the information set forth in (a) Annex A hereto on the cover, (b) Annex B hereto in the “Exchange Offer Procedures” section and the “Purpose of the Exchange Offer” section, and (c) Annex C hereto in the “Plan of Distribution” section of such prospectus in connection with a sale of any such Exchange Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) the Initial Purchasers that elect to sell Securities (as defined below) acquired in exchange for Initial Securities constituting any portion of an unsold allotment, are required to deliver a prospectus containing the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale. The Company shall use its reasonable best efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the prospectus contained therein, in order to permit such prospectus to will be lawfully delivered by all persons subject to the prospectus delivery requirements of the Securities Act for such period of time as such persons must comply with such requirements in order to resell the Exchange Securities; provided, however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or either of the Initial Purchasers, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers and the Initial Purchasers have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Company shall make such prospectus and any amendment or supplement thereto available to any broker-dealer for use in connection with any resale of any Exchange Securities for a period of not less than 180 days after the consummation of the Registered Exchange Offer. If, upon consummation of the Registered Exchange Offer, either of the Initial Purchasers holds Initial Securities acquired by it as part of its initial distribution, the Company, simultaneously with the delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and deliver to such Initial Purchaser upon the written request of such Initial Purchaser, in exchange (the “Private Exchange”) for the Initial Securities held by such Initial Purchaser, a like principal amount of debt securities of the Company issued under the Mortgage Indenture or an indenture (the "Exchange Securities Indenture") between the Company and the Trustee or such other bank or trust company that is reasonably satisfactory to the Purchasers, as trustee (the "Exchange Securities Trustee"), such indenture to be identical in all material respects to the Initial Indenture, except for the transfer restrictions and registration rights relating to the Securities (the “Private Exchange Securities”as described above). The Initial Securities, the Exchange Securities and the Private Exchange Securities are herein collectively called the “Securities.” In connection with the Registered Exchange Offer, the Company shall:"

Registered Exchange Offer. Unless not permitted by applicable law (after the Company has complied with the ultimate paragraph of this Section 1) or the policy of the Securities and Exchange Commission (the “Commission”), the Company shall prepare and, not later than 60 days (such 60th day being a “"Filing Deadline”") after the date on which the Initial Purchasers purchase the Initial Securities pursuant to the Purchase Agreement (the “"Closing Date”"), file with the Securities and Exchange Commission (the "Commission") a registration statement (the “"Exchange Offer Registration Statement”") on an appropriate form under the Securities Act of 1933, as amended (the “"Securities Act”"), with respect to a proposed offer (the “"Registered Exchange Offer”") to the Holders of Transfer Restricted Securities (as defined in Section 6 hereof), who are not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Initial Securities, a like aggregate principal amount of debt securities of the Company issued under the MortgageIndenture, identical in all material respects to the Initial Securities (except that such debt securities shall not be subject to transfer restrictions and will not be entitled to registration rights) and registered under the Securities Act (the “"Exchange Securities”"). The Company shall use its commercially reasonable best efforts to (i) cause such Exchange Offer Registration Statement to become effective under the Securities Act within 200 150 days after the Closing Date (such 200th 150th day being an “"Effectiveness Deadline”") and (ii) keep the Exchange Offer Registration Statement effective for not less than 30 20 business days (or longer, if required by applicable law) after the date notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “"Exchange Offer Registration Period”"). If the Company commences the Registered Exchange Offer, the Company (i) will be entitled to consummate the Registered Exchange Offer 30 20 business days after such commencement (provided that the Company has accepted all the Initial Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer) and (ii) will be required to use commercially reasonable efforts to consummate the Registered Exchange Offer no later than 40 30 days after the date on which the Exchange Offer Registration Statement is declared effective (such 40th 30th day being the “"Consummation Deadline”"). Following the declaration of the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities electing to exchange the Initial Securities for Exchange Securities (assuming that such Holder is not an affiliate of the Company within the meaning of the Securities Act, acquires the Exchange Securities in the ordinary course of such Holder’s 's business and has no arrangements with any person to participate in the distribution of the Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States. The Company acknowledges that, pursuant to current interpretations by the Commission’s 's staff of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom, (i) each Holder which is a broker-dealer electing to exchange Initial Securities, acquired for its own account as a result of market making activities or other trading activities, for Exchange Securities (an “"Exchanging Dealer”"), is required to deliver a prospectus containing the information set forth in (a) Annex A hereto on the cover, (b) Annex B hereto in the “"Exchange Offer Procedures” " section and the “"Purpose of the Exchange Offer” " section, and (c) Annex C hereto in the “"Plan of Distribution” " section of such prospectus in connection with a sale of any such Exchange Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer (in each case with such changes as may be requested by the Staff of the Commission in connection with a review thereof) and (ii) the an Initial Purchasers Purchaser that elect elects to sell Securities (as defined below) acquired in exchange for Initial Securities constituting any portion of an unsold allotment, are is required to deliver a prospectus containing the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale. The Company shall use its commercially reasonable best efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the prospectus contained therein, in order to permit such prospectus to be lawfully delivered by all persons subject to the prospectus delivery requirements of the Securities Act for such period of time as such persons must comply with such requirements in order to resell the Exchange Securities; provided, however, that -------- ------- (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or either of the an Initial PurchasersPurchaser, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers and the Initial Purchasers have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Company shall make such prospectus and any amendment or supplement thereto available to any broker-dealer for use in connection with any resale of any Exchange Securities for a period of not less than 180 days after the consummation of the Registered Exchange Offer. If, upon consummation of the Registered Exchange Offer, either of the any Initial Purchasers Purchaser holds Initial Securities acquired by it as part of its initial distribution, the Company, simultaneously with the delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and deliver to such Initial Purchaser upon the written request of such Initial Purchaser, in exchange (the “"Private Exchange”") for the Initial Securities held by such Initial Purchaser, a like principal amount of debt securities of the Company issued under the Mortgage Indenture and identical in all material respects to the Initial Securities (the “"Private Exchange Securities”"). The Initial Securities, the Exchange Securities and the Private Exchange Securities are herein collectively called the “"Securities.” " In connection with the Registered Exchange Offer, the Company shall:

Registered Exchange Offer. Unless not permitted by applicable law (after the Company has complied with the ultimate paragraph of this Section 1) or the policy of the Securities and Exchange Commission (the “Commission”), the Company shall prepare and, not later than 60 120 days (such 60th 120th day being a “Filing Deadline”) after the date on which the Initial Purchasers purchase the Initial Securities pursuant to the Purchase Agreement (the “Closing Date”), file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Exchange Offer Registration Statement”) on an appropriate form under the Securities Act of 1933, as amended (the “Securities Act”), or amend an existing registration statement (each such registration statement, an “Exchange Offer Registration Statement”), with respect to a proposed offer (the “Registered Exchange Offer”) to the Holders of Transfer Restricted Securities (as defined in Section 6 hereof), who are not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Initial Securities, a like aggregate principal amount of debt securities of the Company issued under the MortgageIndenture, identical in all material respects to the Initial Securities and registered under the Securities Act (the “Exchange Securities”). The Company Each of the Issuer and the Guarantors shall use its reasonable best efforts to (i) cause such [[NYCORP:2550513v3:3642W:11/11/05--03:05 p]] Exchange Offer Registration Statement to become effective under the Securities Act within 200 240 days after the Closing Date (such 200th 240th day being an “Effectiveness Deadline”) and (ii) keep the Exchange Offer Registration Statement effective for not less than 30 days (or longer, if required by applicable law) after the date notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “Exchange Offer Registration Period”)Holders. If the Company commences the Registered Exchange Offer, each of the Company Issuer and the Guarantors (i) will be entitled shall use its best efforts to consummate the Registered Exchange Offer 30 days on the earliest practicable date after such commencement (provided that the Company Exchange Offer Registration Statement has accepted all the Initial Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer) become effective and (ii) will be required to consummate the Registered Exchange Offer no later than 40 60 days after the date on which the Exchange Offer Registration Statement is declared effective (such 40th 60th day being the “Consummation Deadline”). Following the declaration of the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities electing to exchange the Initial Securities for Exchange Securities (assuming that such Holder is not an affiliate of the Company within the meaning of the Securities Act, acquires the Exchange Securities in the ordinary course of such Holder’s business and has no arrangements with any person to participate in the distribution of the Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States. The Company acknowledges that, pursuant to current interpretations by the Commission’s staff of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom, (i) each Holder which is a broker-dealer electing to exchange Initial Securities, acquired for its own account as a result of market making activities or other trading activities, for Exchange Securities (an “Exchanging Dealer”), is required to deliver a prospectus containing the information set forth in (a) Annex A hereto on the cover, (b) Annex B hereto in the “Exchange Offer Procedures” section and the “Purpose of the Exchange Offer” section, section and (c) Annex C hereto in the “Plan of Distribution” section of such prospectus in connection with a sale of any such Exchange Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) the if an Initial Purchasers that elect Purchaser elects to sell Securities (as defined below) acquired in exchange for Initial Securities constituting any portion of an unsold allotment, are such Initial Purchaser is required to deliver a prospectus containing the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale. The Company shall use its reasonable best efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the prospectus contained therein, in order to permit such prospectus to be lawfully delivered by all persons subject to the prospectus delivery requirements of the Securities Act for such period of time as such persons must comply with such requirements in order to resell the Exchange Securities; provided, however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or either of the an Initial PurchasersPurchaser, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers and the Initial Purchasers have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Company shall make such prospectus and any amendment or supplement thereto available to any broker-dealer for use in connection with any resale of any Exchange Securities for a period of not less than 180 days after the consummation of the Registered Exchange Offer. If, upon consummation of the Registered Exchange Offer, either of the any Initial Purchasers Purchaser holds Initial Securities acquired by it as part of its initial distribution, the Company, simultaneously with the delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and deliver to such Initial Purchaser upon the written request of such Initial Purchaser, in exchange (the “Private Exchange”) for the Initial Securities held by such Initial Purchaser, a like principal amount of debt securities of the Company issued under the Mortgage Indenture and identical in all material respects to the Initial Securities (the “Private Exchange Securities”). The Initial Securities, the Exchange Securities and the Private Exchange Securities are herein collectively called the “Securities.” ”. In connection with the Registered Exchange Offer, the Company shall:

Registered Exchange Offer. Unless The Company shall, at its own cost, prepare and, not permitted by applicable law later than 210 days after (after or if the Company has complied 210th day is not a business day, the first business day thereafter) the date of original issue of the Initial Securities (the "ISSUE DATE"), file with the ultimate paragraph of this Section 1) or the policy of the Securities and Exchange Commission (the “Commission”), the Company shall prepare and, not later than 60 days (such 60th day being a “Filing Deadline”"COMMISSION") after the date on which the Initial Purchasers purchase the Initial Securities pursuant to the Purchase Agreement (the “Closing Date”), file with the Commission a registration statement (the “Exchange Offer Registration Statement”"EXCHANGE OFFER REGISTRATION STATEMENT") on an appropriate form under the Securities Act of 1933, as amended (the “Securities Act”"SECURITIES ACT"), with respect to a proposed offer (the “Registered Exchange Offer”"REGISTERED EXCHANGE OFFER") to the Holders of Transfer Restricted Securities (as defined in Section 6 hereof), who are not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Initial Securities, a like aggregate principal amount of debt securities (the "EXCHANGE SECURITIES") of the Company issued under the Mortgage, Indenture and identical in all material respects to the Initial Securities (except for the transfer restrictions relating to the Initial Securities and the provisions relating to the matters described in Section 6 hereof) that would be registered under the Securities Act (the “Exchange Securities”)Act. The Company shall use its commercially reasonable best efforts to (i) cause such Exchange Offer Registration Statement to become effective under the Securities Act within 200 270 days (or if the 270th day is not a business day, the first business day thereafter) after the Closing Issue Date (such 200th day being an “Effectiveness Deadline”) of the Initial Securities and (ii) shall keep the Exchange Offer Registration Statement effective for not less than 30 days (or longer, if required by applicable law) after the date notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “Exchange Offer Registration Period”"EXCHANGE OFFER REGISTRATION PERIOD"). If the Company commences effects the Registered Exchange Offer, the Company (i) will be entitled to consummate close the Registered Exchange Offer 30 20 business days after such the commencement (thereof; provided that the Company has accepted all the Initial Securities theretofore validly tendered and not properly withdrawn prior to the expiration, and in accordance with the terms terms, of the Registered Exchange Offer) ; and (ii) will be required provided further that the Company shall use its commercially reasonable efforts to consummate the close such Registered Exchange Offer no later than 40 on or prior to 30 business days (or longer if required by applicable law) after the date on which the Exchange Offer Registration Statement is was declared effective (such 40th day being by the “Consummation Deadline”)Commission. Following the declaration of the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities (as defined in Section 6 hereof) electing to exchange the Initial Securities for Exchange Securities (assuming that such Holder is not an affiliate of the Company within the meaning of the Securities Act, acquires the Exchange Securities in the ordinary course of such Holder’s Xxxxxx's business and has no arrangements with any person to participate in the distribution of the Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States. The Company acknowledges and the Initial Purchasers acknowledge that, pursuant to current interpretations by the Commission’s 's staff of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom, (i) each Holder which is a broker-dealer electing to exchange Initial Securities, acquired for its own account as a result of market making activities or other trading activities, for Exchange Securities (an “Exchanging Dealer”"EXCHANGING DEALER"), is required to deliver a prospectus containing the information set forth in (a) Annex A hereto on the cover, (b) Annex B hereto in the “"Exchange Offer Procedures” " section and the “"Purpose of the Exchange Offer” " section, and (c) Annex C hereto in the “"Plan of Distribution” " section of such prospectus in connection with a sale of any such Exchange Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) the an Initial Purchasers Purchaser that elect elects to sell Exchange Securities (as defined below) acquired in exchange for Initial Securities constituting any portion of an unsold allotment, are allotment is required to deliver a prospectus containing the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale. The Company shall use its commercially reasonable best efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the prospectus contained therein, in order to permit such prospectus to be lawfully delivered by all persons subject to the prospectus delivery requirements of the Securities Act for such period of time as such persons must comply with such requirements in order to resell the Exchange Securities; provided, however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or either of the an Initial PurchasersPurchaser, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers and the Initial Purchasers have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Company shall make such prospectus and any amendment or supplement thereto thereto, available to any broker-dealer for use in connection with any resale of any Exchange Securities for a period of not less than 180 90 days after the consummation of the Registered Exchange Offer. If, upon consummation of the Registered Exchange Offer, either of the any Initial Purchasers Purchaser holds Initial Securities acquired by it as part of its initial distribution, the Company, simultaneously with the delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and deliver to such Initial Purchaser upon the written request of such Initial Purchaser, in exchange (the “Private Exchange”"PRIVATE EXCHANGE") for the Initial Securities held by such Initial Purchaser, a like principal amount of debt securities of the Company issued under the Mortgage Indenture and identical in all material respects (including the existence of restrictions on transfer under the Securities Act and the securities laws of the several states of the United States, but excluding provisions relating to the matters described in Section 6 hereof) to the Initial Securities (the “Private Exchange Securities”"PRIVATE EXCHANGE SECURITIES"). The Initial Securities, the Exchange Securities and the Private Exchange Securities are herein collectively called the “"Securities.” ". In connection with the Registered Exchange Offer, the Company shall:

Registered Exchange Offer. Unless not permitted by applicable law (after the Company has complied with the ultimate paragraph of this Section 1) or the policy of the Securities and Exchange Commission (the “Commission”), the Company shall prepare and, not later than 60 45 days (such 60th 45th day being a “"Filing Deadline”") after the date on which the Initial Purchasers purchase the Initial Securities pursuant to the Purchase Agreement (the “"Closing Date”"), file with the Securities and Exchange Commission (the "Commission") a registration statement (the “"Exchange Offer Registration Statement”") on an appropriate form under the Securities Act of 1933, as amended (the “"Securities Act”"), with respect to a proposed offer (the “"Registered Exchange Offer”") to the Holders of Transfer Restricted Securities (as defined in Section 6 hereof), who are not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Initial Securities, a like aggregate principal amount of debt securities of the Company issued under the MortgageIndenture, identical in all material respects to the Initial Securities and Securities, except that such securities shall be registered under the Securities Act (the “"Exchange Securities”"). The Company shall use its all commercially reasonable best efforts to (i) cause such Exchange Offer Registration Statement to become effective under the Securities Act within 200 on or prior to 180 days after the Closing Date (such 200th 180th day being an “"Effectiveness Deadline”") and (ii) keep the Exchange Offer Registration Statement effective for not less than 30 days (or longer, if required by applicable law) after the date notice of on which the Registered Exchange Offer Registration Statement is mailed to declared effective by the Holders Commission (such period being called the “"Exchange Offer Registration Period”"). If the Company commences the Registered Exchange Offer, the Company (i) will be entitled to consummate the Registered Exchange Offer 30 days after such commencement (provided that the Company has accepted shall use all the Initial Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer) and (ii) will be required commercially reasonable efforts to consummate the Registered Exchange Offer no later than 40 days after the date on which the Exchange Offer Registration Statement is declared effective (such 40th day being the “"Consummation Deadline”"). Following the declaration of the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities electing to exchange the Initial Securities for Exchange Securities (assuming that such Holder is not an affiliate of the Company within the meaning of the Securities Act, acquires the Exchange Securities in the ordinary course of such Holder’s 's business and has no arrangements with any person to participate in the distribution of the Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States. The Company acknowledges that, pursuant to current interpretations by the Commission’s 's staff of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom, (i) each Holder which is a broker-dealer electing to exchange Initial Securities, acquired for its own account as a result of market making activities or other trading activities, for Exchange Securities (an “"Exchanging Dealer”"), is required to deliver a prospectus containing the information set forth in (a) Annex A hereto on the cover, (b) Annex B hereto in the “"Exchange Offer Procedures” " section and the “"Purpose of the Exchange Offer” " section, and (c) Annex C hereto in the “"Plan of Distribution” " section of such prospectus in connection with a sale of any such Exchange Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) the an Initial Purchasers Purchaser that elect elects to sell Securities (as defined below) acquired in exchange for Initial Securities constituting any portion of an unsold allotment, are is required to deliver a prospectus containing the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale. The Company shall use its all commercially reasonable best efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the prospectus contained therein, in order to permit such prospectus to be lawfully delivered by all persons subject to the prospectus delivery requirements of the Securities Act for such period of time as such persons must comply with such requirements in order to resell the Exchange Securities; provided, however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or either of the an Initial PurchasersPurchaser, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers and the Initial Purchasers have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Company shall make such prospectus and any amendment or supplement thereto available to any broker-dealer for use in connection with any resale of any Exchange Securities for a period of not less than 180 days after the consummation of the Registered Exchange OfferOffer (or such shorter period during which broker-dealers are required by law to deliver such prospectus); provided further, that during such period the Company may suspend the availability of the Exchange Offer Registration Statement, without being required to pay any Additional Interest, upon written notice to each Exchange Dealer, the Initial Purchasers, the Holders of Transfer Restricted Securities and any broker-dealer (which notice shall be accompanied by an instruction to suspend the use of any prospectus), for one or more periods not to exceed 60 consecutive days in any 90-day period, and not to exceed, in the aggregate, 90 days in any 365-day period (each such period, a "Suspension Period") if there is a possible acquisition, business combination, other similar transaction, business development, or event involving the Company that would require the disclosure thereof in the Exchange Offer Registration Statement and the Company reasonably determines in the exercise of its good faith judgment that such disclosure, at such time, would have a material adverse effect on the business of the Company (and its subsidiaries taken as a whole). If, upon consummation of the Registered Exchange Offer, either of the any Initial Purchasers Purchaser holds Initial Securities acquired by it as part of its initial distribution, the Company, simultaneously with the delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and deliver to such Initial Purchaser upon the written request of such Initial Purchaser, in exchange (the “"Private Exchange”") for the Initial Securities held by such Initial Purchaser, a like principal amount of debt securities of the Company issued under the Mortgage Indenture and identical in all material respects to the Initial Securities (the “"Private Exchange Securities”"). The Initial Securities, the Exchange Securities and the Private Exchange Securities are herein collectively called the “"Securities.” ". In connection with the Registered Exchange Offer, the Company shall:

Registered Exchange Offer. Unless not permitted by applicable law (after the Company has complied with the ultimate last paragraph of this Section 1) or the policy of the Securities and Exchange Commission (the “Commission”), the Company shall prepare and, not later than 60 90 days (such 60th 90th day being a “Filing Deadline”"FILING DEADLINE") after the date on which the Initial Purchasers purchase the Initial Securities are originally issued pursuant to the Purchase Agreement (the “Closing Date”"CLOSING DATE"), file with the Securities and Exchange Commission (the "COMMISSION") a registration statement (the “Exchange Offer Registration Statement”"EXCHANGE OFFER REGISTRATION STATEMENT") on an appropriate form under the Securities Act of 1933, as amended (the “Securities Act”"SECURITIES ACT"), with respect to a proposed offer (the “Registered Exchange Offer”"REGISTERED EXCHANGE OFFER") to the Holders of Transfer Restricted Securities (as defined in Section 6 hereof), who are not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Initial Securities, a like aggregate principal amount of debt securities of the Company issued under the MortgageIndenture, identical in all material respects to the Initial Securities (except without the transfer restrictions applicable to Initial Securities and the provisions related to Additional Interest (as defined herein)) and registered under the Securities Act (the “Exchange Securities”"EXCHANGE SECURITIES"). The Company shall use its reasonable best efforts to (i) cause such Exchange Offer Registration Statement to become effective under the Securities Act within 200 150 days after the Closing Date (such 200th 150th day being an “Effectiveness Deadline”"EFFECTIVENESS DEADLINE") and (ii) keep the Exchange Offer Registration Statement effective for not less than 30 days (or longer, if required by applicable law) after the date notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “Exchange Offer Registration Period”"EXCHANGE OFFER REGISTRATION PERIOD"). If the Company commences the Registered Exchange Offer, the Company (i) will be entitled to consummate the Registered Exchange Offer 30 days after such commencement (provided that the Company has accepted all the Initial Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer) and (ii) will be required to accept all the Initial Securities theretofore validly tendered in accordance with the Registered Exchange Offer and consummate the Registered Exchange Offer no later than 40 days after the date on which the Exchange Offer Registration Statement is declared effective (such 40th day being the “Consummation Deadline”"CONSUMMATION DEADLINE"). Following the declaration of the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities electing to exchange the Initial Securities for Exchange Securities (assuming that such Holder is not an affiliate of the Company within the meaning of the Securities Act, acquires the Exchange Securities in the ordinary course of such Holder’s Xxxxxx's business and has no arrangements with any person to participate in the distribution of the Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States. The Company acknowledges that, pursuant to current interpretations by the Commission’s 's staff of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom, (i) each Holder which is a broker-dealer electing to exchange Initial Securities, acquired for its own account as a result of market making activities or other trading activities, for Exchange Securities (an “Exchanging Dealer”"EXCHANGING DEALER"), is required to deliver a prospectus containing the information substantially as set forth in (a) Annex A hereto on the cover, (b) Annex B hereto in the “"Exchange Offer Procedures” " section and the “"Purpose of the Exchange Offer” " section, and (c) Annex C hereto in the “"Plan of Distribution” " section of such prospectus in connection with a sale of any such Exchange Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) the an Initial Purchasers Purchaser that elect elects to sell Securities (as defined below) acquired in exchange for Initial Securities constituting any portion of an unsold allotment, are is required to deliver a prospectus containing the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale. The Company shall use its reasonable best efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the prospectus contained therein, in order to permit such prospectus to be lawfully delivered by all persons subject to the prospectus delivery requirements of the Securities Act for such period of time as such persons must comply with such requirements in order to resell the Exchange Securities; provided, however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or either of the an Initial PurchasersPurchaser, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers and the Initial Purchasers have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Company shall make such prospectus and any amendment or supplement thereto available to any broker-dealer for use in connection with any resale of any Exchange Securities for a period of not less than 180 days after the consummation of the Registered Exchange Offer. If, upon consummation of the Registered Exchange Offer, either of the any Initial Purchasers Purchaser holds Initial Securities acquired by it as part of its initial distribution, the Company, simultaneously with the delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and deliver to such Initial Purchaser upon the written request of such Initial Purchaser, in exchange (the “"Private Exchange”") for the Initial Securities held by such Initial Purchaser, a like principal amount of debt securities of the Company issued under the Mortgage Indenture and identical in all material respects to the Initial Securities (the “"Private Exchange Securities”"). The Initial Securities, the Exchange Securities and the Private Exchange Securities are herein collectively called the “"Securities.” ". In connection with the Registered Exchange Offer, the Company shall:

Registered Exchange Offer. Unless not permitted by applicable law The Issuers shall (after the Company has complied with the ultimate paragraph of this Section 1i) or the policy of the Securities prepare and Exchange Commission (the “Commission”), the Company shall prepare and, not later than 60 days (such 60th day being a “Filing Deadline”) after the date on which the Initial Purchasers purchase the Initial Securities pursuant to the Purchase Agreement (the “Closing Date”), file with the Commission a registration statement (the “"Exchange Offer Registration Statement”") on an appropriate form under the Securities Act of 1933, as amended (the “Securities Act”), with respect to a proposed offer (the “Registered Exchange Offer”) to the Holders of Transfer Restricted the Securities (as defined in Section 6 hereof), who are not prohibited by any law or policy of the Commission from participating in the "Registered Exchange Offer, ") to issue and deliver to such Holders, in exchange for the Initial Securities, a like aggregate principal amount of debt securities of the Company issued under Issuers (the Mortgage"Exchange Securities"), that are identical in all material respects to the Initial Securities Securities, except that the additional interest provisions and registered under the transfer restrictions relating to the Securities Act will be eliminated, (the “Exchange Securities”). The Company shall ii) use its their reasonable best efforts to (i) cause such the Exchange Offer Registration Statement to become effective under the Securities Act within 200 and the Registered Exchange Offer to be consummated no later than 210 days after the Closing Date date of original issuance of the Securities (such 200th day being an “Effectiveness Deadline”) the "Issue Date"), and (iiiii) keep the Exchange Offer Registration Statement effective for not less than 30 calendar days (or longer, if required by applicable law) after the date on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “"Exchange Offer Registration Period”"). If the Company commences the Registered The Exchange Offer, the Company (i) Securities will be entitled issued under the Indenture or an indenture (the "Exchange Securities Indenture") among the Issuers and the Trustee or such other bank or trust company that is reasonably satisfactory to consummate the Registered Exchange Offer 30 days after such commencement (provided that the Company has accepted all the Initial Purchasers, as trustee (the "Exchange Securities theretofore validly tendered Trustee"), such indenture to be identical in accordance with all material respects to the terms of Indenture, except for the Registered Exchange Offer) additional interest provisions and the transfer restrictions relating to the Securities (ii) will be required to consummate the Registered Exchange Offer no later than 40 days after the date on which the Exchange Offer Registration Statement is declared effective (such 40th day being the “Consummation Deadline”as described above). Following the declaration of Upon the effectiveness of the Exchange Offer Registration Statement, the Company Issuers shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities electing to exchange the Initial Securities for Exchange Securities (assuming that such Holder (a) is not an affiliate of any of the Company Issuers (within the meaning of the Securities Act) or an Exchanging Dealer (as defined herein) not complying with the requirements of the next sentence, (b) is not an Initial Purchaser holding Securities that have, or that are reasonably likely to have, the status of an unsold allotment in an initial distribution, (c) acquires the Exchange Securities in the ordinary course of such Holder’s 's business and (d) has no arrangements or understandings with any person to participate in the distribution of the Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange OfferSecurities) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States. The Company acknowledges Issuers, the Initial Purchasers and each Exchanging Dealer (as defined below) acknowledge that, pursuant to current interpretations by the Commission’s 's staff of Section 5 of the Securities Act, and in the absence of an applicable exemption therefrom, (i) each Holder (which may include the Initial Purchasers) that is a broker-dealer electing to exchange Initial Securities, acquired for its own account as a result of market market-making activities or other trading activities, for Exchange Securities (an “"Exchanging Dealer”"), is required may be deemed to be an "underwriter" within the meaning of the Securities Act and must therefore, deliver a prospectus containing substantially the information set forth in (a) Annex A hereto on the cover, (b) in Annex B hereto in the “"Exchange Offer Procedures” " section and the “"Purpose of the Exchange Offer” section, " section and (c) in Annex C hereto in the “"Plan of Distribution” " section of such prospectus in connection with a sale of any such Exchange Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) the Initial Purchasers that elect to sell Securities (as defined below) acquired in exchange for Initial Securities constituting any portion of an unsold allotment, are required to deliver a prospectus containing the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale. The Company shall use its reasonable best efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the prospectus contained therein, in order to permit such prospectus to be lawfully delivered by all persons subject to the prospectus delivery requirements of the Securities Act for such period of time as such persons must comply with such requirements in order to resell the Exchange Securities; provided, however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or either of the Initial Purchasers, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers and the Initial Purchasers have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Company shall make such prospectus and any amendment or supplement thereto available to any broker-dealer for use in connection with any resale of any Exchange Securities for a period of not less than 180 days after the consummation of the Registered Exchange Offer. If, upon consummation of the Registered Exchange Offer, either of the Initial Purchasers holds Initial Securities acquired by it as part of its initial distribution, the Company, simultaneously with the delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and deliver to such Initial Purchaser upon the written request of such Initial Purchaser, in exchange (the “Private Exchange”) for the Initial Securities held by such Initial Purchaser, a like principal amount of debt securities of the Company issued under the Mortgage and identical in all material respects to the Initial Securities (the “Private Exchange Securities”). The Initial Securities, the Exchange Securities and the Private Exchange Securities are herein collectively called the “Securities.” In connection with the Registered Exchange Offer, the Company Issuers shall:

Registered Exchange Offer. Unless not permitted by applicable law The Issuers and the Guarantors shall (after the Company has complied with the ultimate paragraph of this Section 1a) or the policy of the Securities and Exchange Commission (the “Commission”), the Company shall prepare and, not later than 60 120 days (such 60th day being a “Filing Deadline”) after following the date on which of original issuance of the Initial Purchasers purchase the Initial Securities pursuant to the Purchase Agreement (the “Closing Date”"ISSUE DATE"), file with the Commission a registration statement (the “Exchange Offer Registration Statement”"EXCHANGE OFFER REGISTRATION STATEMENT") on an appropriate form under the Securities Act of 1933, as amended (the “Securities Act”), with respect to a proposed offer (the “Registered Exchange Offer”) to the Holders of Transfer Restricted the Securities (as defined in Section 6 hereof), who are not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer, " REGISTERED EXCHANGE OFFER") to issue and deliver to such Holders, in exchange for the Initial Securities, a like aggregate principal amount of debt securities of the Company issued under Issuers (the Mortgage, "EXCHANGE SECURITIES") that are identical in all material respects to the Initial Securities and registered under Securities, except for the Securities Act transfer restrictions relating to the Securities, (the “Exchange Securities”). The Company shall b) use its their reasonable best efforts to (i) cause such the Exchange Offer Registration Statement to become effective under the Securities Act within 200 no later than 180 days after the Closing Issue Date (such 200th day being an “Effectiveness Deadline”) and the Registered Exchange Offer to be consummated no later than 210 days after the Issue Date and (iic) keep the Exchange Offer Registration Statement effective for not less than 30 days (or longer, if required by applicable law) after the date on which notice of the Registered Exchange Offer is mailed to the Holders, which period may be renewed in the reasonable judgment of the Issuers to enable more Holders to exchange their Securities, PROVIDED, that the Registered Exchange Offer is consummated no later than 210 days after the Issue Date (each such 30-day period being called the “Exchange Offer Registration Period”"EXCHANGE OFFER REGISTRATION PERIOD"). If The Exchange Securities will be issued under the Company commences Indenture or an indenture (the Registered Exchange Offer"EXCHANGE SECURITIES INDENTURE") among the Issuers, the Company (i) will be entitled Guarantors and the Trustee or such other bank or trust company that is reasonably satisfactory to consummate the Registered Exchange Offer 30 days after such commencement (provided that the Company has accepted all the Initial Purchasers, as trustee (the "EXCHANGE SECURITIES TRUSTEE"), such indenture to be identical in all material respects to the Indenture, except for the transfer restrictions relating to the Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer) and (ii) will be required to consummate the Registered Exchange Offer no later than 40 days after the date on which the Exchange Offer Registration Statement is declared effective (such 40th day being the “Consummation Deadline”as described above). Following the declaration of Upon the effectiveness of the Exchange Offer Registration Statement, the Company Issuers shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities electing to exchange the Initial Securities for Exchange Securities (assuming that such Holder (a) is not an affiliate of the Company within Issuers or an Exchanging Dealer (as defined herein) not complying with the meaning requirements of the next sentence, (b) is not an Initial Purchaser holding Securities Actthat have, or that are reasonably likely to have, the status of an unsold allotment in an initial distribution, (c) acquires the Exchange Securities in the ordinary course of such Holder’s 's business and (d) has no arrangements or understandings with any person to participate in the distribution of the Exchange Securities Securities) and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States. The Company acknowledges Issuers, the Guarantors and the Initial Purchasers acknowledge that, pursuant to current interpretations by the Commission’s 's staff of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom, (i) each Holder which that is a broker-dealer electing to exchange Initial Securities, acquired for its own account as a result of market market-making activities or other trading activities, for Exchange Securities (an “Exchanging Dealer”"EXCHANGING DEALER"), is required to deliver a prospectus containing substantially the information set forth in (a) Annex A hereto on the cover, (b) in Annex B hereto in the “"Exchange Offer Procedures” " section and the “"Purpose of the Exchange Offer” section, " section and (c) in Annex C hereto in the “"Plan of Distribution” " section of such prospectus in connection with a sale of any such Exchange Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) the if any Initial Purchasers that elect Purchaser elects to sell Exchange Securities (as defined below) acquired in exchange Exchange for Initial Securities constituting any portion of an unsold allotment, are it is required to deliver a prospectus containing the information required by Items items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale. The Company shall use its reasonable best efforts to keep Act and the Exchange Offer Registration Statement effective and Act ("Regulation S-K"). If, prior to amend and supplement the prospectus contained therein, in order to permit such prospectus to be lawfully delivered by all persons subject to the prospectus delivery requirements of the Securities Act for such period of time as such persons must comply with such requirements in order to resell the Exchange Securities; provided, however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or either of the Initial Purchasers, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers and the Initial Purchasers have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Company shall make such prospectus and any amendment or supplement thereto available to any broker-dealer for use in connection with any resale of any Exchange Securities for a period of not less than 180 days after the consummation of the Registered Exchange Offer. If, upon consummation any Holder holds any Securities acquired by it that have, or that are reasonably likely to be determined to have, the status of an unsold allotment in an initial distribution, or any Holder is not entitled to participate in the Registered Exchange Offer, either the Issuers shall, upon the request of the Initial Purchasers holds Initial Securities acquired by it as part of its initial distribution, the Companyany such Holder, simultaneously with the delivery of the Exchange Securities pursuant to in the Registered Exchange Offer, shall issue and deliver to any such Initial Purchaser upon the written request of such Initial PurchaserHolder, in exchange (the “Private Exchange”) for the Initial Securities held by such Initial PurchaserHolder (the "PRIVATE EXCHANGE"), a like aggregate principal amount of debt securities of the Company issued under Issuers (the Mortgage and "PRIVATE EXCHANGE SECURITIES") that are identical in all material respects to the Initial Securities (Exchange Securities, except for the “transfer restrictions relating to such Private Exchange Securities”). The Initial Private Exchange Securities will be issued under the same indenture as the Exchange Securities, and the Exchange Securities and Issuers shall use their reasonable best efforts to cause the Private Exchange Securities are herein collectively called to bear the “same CUSIP number as the Exchange Securities.” . In connection with the Registered Exchange Offer, the Company Issuers shall:

Registered Exchange Offer. Unless not permitted by applicable law (after Upon the Company has complied with the ultimate paragraph of this Section 1) or the policy of the Securities and Exchange Commission (the “Commission”), the Company shall prepare and, not later than 60 days (such 60th day being a “Filing Deadline”) after the date on which the Initial Purchasers purchase the Initial Securities pursuant to the Purchase Agreement (the “Closing Date”), file with the Commission a registration statement (the “Exchange Offer Registration Statement”) on an appropriate form under the Securities Act of 1933, as amended (the “Securities Act”), with respect to a proposed offer (the “Registered Exchange Offer”) to the Holders of Transfer Restricted Securities (as defined in Section 6 hereof), who are not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Initial Securities, a like aggregate principal amount of debt securities of the Company issued under the Mortgage, identical in all material respects to the Initial Securities and registered under the Securities Act (the “Exchange Securities”). The Company shall use its reasonable best efforts to (i) cause such Exchange Offer Registration Statement to become effective under the Securities Act within 200 days after the Closing Date (such 200th day being an “Effectiveness Deadline”) and (ii) keep the Exchange Offer Registration Statement effective for not less than 30 days (or longer, if required by applicable law) after the date notice occurrence of the Registered Exchange Offer is mailed to in accordance with the Holders (such period being called the “Exchange Offer Registration Period”). If the Company commences the Registered Exchange OfferRights Agreement, the Company (i) will be entitled issue, under the Fifth Supplemental Indenture with respect to consummate the 2045 Notes and under the Seventh Supplemental Indenture with respect to the 2027 Notes, and, upon receipt of an authentication order in accordance with the Base Indenture, the Trustee will authenticate one or more Global Notes in an aggregate principal amount equal to the principal amount of the beneficial interests in the Restricted Global Notes of each series of Notes accepted for exchange in the Registered Exchange Offer 30 days after such commencement (provided by Persons that the Company has accepted all the Initial Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer) and (ii) will be required to consummate the Registered Exchange Offer no later than 40 days after the date on which the Exchange Offer Registration Statement is declared effective (such 40th day being the “Consummation Deadline”). Following the declaration of the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities electing to exchange the Initial Securities for Exchange Securities (assuming that such Holder is not an affiliate of the Company within the meaning of the Securities Act, acquires the Exchange Securities certify in the ordinary course applicable letter of such Holder’s business and has no arrangements with any person to participate transmittal that (A) they are not Broker-Dealers, (B) they are not participating in the a distribution of the Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States. The Company acknowledges that, pursuant to current interpretations by the Commission’s staff of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom, (i) each Holder which is a broker-dealer electing to exchange Initial Securities, acquired for its own account as a result of market making activities or other trading activities, for Exchange Securities (an “Exchanging Dealer”), is required to deliver a prospectus containing the information set forth in (a) Annex A hereto on the cover, (b) Annex B hereto in the “Exchange Offer Procedures” section and the “Purpose of the Exchange Offer” section, Notes and (cC) Annex C hereto in the “Plan of Distribution” section of such prospectus in connection with a sale of any such Exchange Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) the Initial Purchasers that elect to sell Securities they are not affiliates (as defined belowin Rule 144) acquired in exchange for Initial Securities constituting any portion of an unsold allotment, are required to deliver a prospectus containing the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale. The Company shall use its reasonable best efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the prospectus contained therein, in order to permit such prospectus to be lawfully delivered by all persons subject to the prospectus delivery requirements of the Securities Act for such period of time as such persons must comply with such requirements in order to resell the Exchange Securities; provided, however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or either of the Initial Purchasers, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers and the Initial Purchasers have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Company shall make such prospectus and any amendment or supplement thereto available to any broker-dealer for use in connection with any resale of any Exchange Securities for a period of not less than 180 days after Company. Following the consummation of the Registered Exchange Offer, the Exchange Notes will be treated as the same series of Notes as the Original 2027 Notes or Original 2045 Notes, as applicable. IfConcurrently with the issuance of such Notes, upon consummation the Trustee will cause the aggregate principal amount of the Registered Exchange OfferRestricted Global Notes to be reduced accordingly, and the Company will execute and the Trustee will authenticate and deliver to the Persons designated by the Holders of definitive Notes so accepted definitive Notes in the appropriate principal amount. EXHIBIT A FORM OF 2027 NOTE [THE NOTES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. NEITHER SUCH NOTES NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF ANY NOTE EVIDENCED HEREBY BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING SUCH NOTE IN AN “OFFSHORE TRANSACTION” PURSUANT TO RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (2) AGREES THAT IT WILL NOT, PRIOR TO THE DATE WHICH IS ONE YEAR AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF (OR OF ANY PREDECESSOR OF SUCH NOTE) OR THE LAST DAY ON WHICH WE OR ANY OF OUR AFFILIATES WERE THE OWNERS OF SUCH NOTE (OR ANY PREDECESSOR OF SUCH NOTE) (THE “RESALE RESTRICTION TERMINATION DATE”), OFFER, SELL OR OTHERWISE TRANSFER SUCH NOTE EXCEPT (A) TO THE ISSUER OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, (E) PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM SUCH NOTE IS TRANSFERRED PRIOR TO THE RESALE RESTRICTION TERMINATION DATE A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND, SUBJECT TO THE ISSUER’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (i) THAT IS (A) PURSUANT TO CLAUSE (2)(D) PRIOR TO THE END OF THE 40 DAY DISTRIBUTION COMPLIANCE PERIOD WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR (B) PURSUANT TO CLAUSE (2)(F) PRIOR TO THE RESALE RESTRICTION TERMINATION DATE TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND (ii) IN EACH OF THE FOREGOING CASES IN CLAUSES (i)(A) OR (B), TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THIS NOTE IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE. THIS LEGEND WILL BE REMOVED AS TO ANY NOTE EVIDENCED HEREBY UPON DELIVERY TO THE TRUSTEE BY US OR THE HOLDER THEREOF OF A WRITTEN REQUEST FOR THE REMOVAL HEREOF, IN ANY CASE AT ANY TIME AFTER THE RESALE RESTRICTION TERMINATION DATE. AS USED HEREIN, THE TERMS “OFFSHORE TRANSACTION,” “UNITED STATES” AND “U.S. PERSON” HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT.]1 THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE THEREOF. THIS NOTE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A NOTE REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITORY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO., OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT HEREON IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. CUSIP NO.2 ISIN NO. XX XXXXXX SNAPPLE GROUP, INC. 3.430% SENIOR NOTE DUE 2027 $___________ No.: ______ XX XXXXXX SNAPPLE GROUP, INC., a Delaware corporation (herein called the “Company”), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of ___________ DOLLARS or such other Principal Amount as shall be set forth on Schedule I hereto on June 15, 2027 and to pay interest thereon at the rate of 3.430% per annum from and including June 15, 2017, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, on June 15 and December 15 of each year, commencing December 15, 2017 (each an “Interest Payment Date”), until the principal hereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, except as provided in the Indenture hereinafter referred to, be paid to the Person in whose name this Note (or one or more Predecessor Notes) is registered at the close of business on the regular record date for such interest, which will be the June 1 and December 1 _________________________ 1 Include for Restricted Global Notes. 2 Rule 144A Notes: 26138E AZ2 / US26138EAZ25 Regulation S Notes: U2645F AD2 / USU2645FAD25 (whether or not such date is a Business Day), as the case may be (each, a “Regular Record Date”), immediately preceding each Interest Payment Date. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such Regular Record Date and either may be paid to the Person in whose name this Note (or one or more Predecessor Notes) is registered at the close of business on a Special Record Date for the payment of such defaulted interest to be fixed by the Trustee, notice whereof shall be given to the Holders not less than ten days prior to such Special Record Date, or may be paid at any time in any other lawful manner, all as more fully provided in the Indenture. Payment of the Initial Purchasers holds Initial Securities acquired by it as part principal of its initial distribution, and interest on this Note will be made at the Company, simultaneously with the delivery office or agency of the Exchange Securities Company maintained for that purpose pursuant to the Registered Exchange OfferIndenture (initially the principal corporate trust office of the Trustee in Dallas, shall issue and deliver to such Initial Purchaser upon the written request of such Initial Purchaser, in exchange Texas (the “Private ExchangeCorporate Trust Office”) )), in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made at the Initial Securities held by such Initial Purchaser, a like principal amount of debt securities option of the Company issued (i) by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register or (ii) by wire transfer to an account maintained by the Person entitled thereto as specified in the Security Register. Payments of principal and interest at maturity will be made against presentation of this Note at the Corporate Trust Office (or such other office as may be established pursuant to the Indenture), by check or wire transfer. Reference is hereby made to the further provisions of this Note set forth on the reverse side hereof, which further provisions shall for all purposes have the same effect as though fully set forth at this place. Unless the Certificate of Authentication hereon has been executed by the Trustee or an authenticating agent under the Mortgage and identical in all material respects Indenture referred to on the Initial Securities (reverse hereof by the “Private Exchange Securities”). The Initial Securitiesmanual signature of one of its authorized officers, this Note shall not be entitled to any benefit under the Exchange Securities and the Private Exchange Securities are herein collectively called the “SecuritiesIndenture or be valid or obligatory for any purpose.” In connection with the Registered Exchange Offer, the Company shall:

Registered Exchange Offer. Unless not permitted by applicable law (after the The Company has complied shall, at its own cost, prepare and file with the ultimate paragraph of this Section 1) or the policy of the Securities and Exchange Commission (the “Commission”), the Company shall prepare and, not later than 60 days (such 60th day being a “Filing Deadline”) after the date on which the Initial Purchasers purchase the Initial Securities pursuant to the Purchase Agreement (the “Closing Date”), file with the Commission a registration statement (the “Exchange Offer Registration Statement”) on an appropriate form under the Securities Act of 1933, as amended (the “Securities Act”), with respect to a proposed offer (the “Registered Exchange Offer”) to the Holders of Transfer Restricted Securities (as defined in Section 6 hereof), who are not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Initial Securities, a like aggregate principal amount of debt securities (the “Exchange Securities”) of the Company issued under the Mortgage, Indenture and identical in all material respects to the Initial Securities (except for the transfer restrictions relating to the Initial Securities and the provisions relating to the matters described in Section 6 hereof) that would be registered under the Securities Act (the “Exchange Securities”)Act. The Company shall use its reasonable best efforts to (i) cause such Exchange Offer Registration Statement to become effective under the Securities Act within 200 days after the Closing Date and shall (such 200th day being an “Effectiveness Deadline”) and (iii) keep the Registered Exchange Offer Registration Statement effective open for not less than 30 20 business days (or longer, if required by applicable law) after the date notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “Exchange Offer Registration Period”). If the Company commences the Registered Exchange Offer, the Company ) and (iii) will be entitled to consummate the Registered Exchange Offer 30 not later than 365 days after such commencement the date of original issue of the Existing Securities (provided the “Reference Date”) (or, if the 365th day after the Reference Date is not a business day, the first business day thereafter), provided, with respect to clause (ii), that the Company has accepted all the Initial Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer) and (ii) will be required to consummate the Registered Exchange Offer no later than 40 days after the date on which the Exchange Offer Registration Statement is declared effective (such 40th day being the “Consummation Deadline”). Following the declaration of the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities (as defined in Section 6(e) hereof) electing to exchange the Initial Securities for Exchange Securities (assuming that such Holder is not an affiliate of the Company within the meaning of the Securities Act, acquires the Exchange Securities in the ordinary course of such Holder’s business and has no arrangements with any person to participate in the distribution of the Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States. The Company acknowledges that, pursuant to current interpretations by the Commission’s staff of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom, (i) each Holder which is a broker-dealer electing to exchange Initial Securities, acquired for its own account as a result of market making activities or other trading activities, for Exchange Securities (an “Exchanging Dealer”), is required to deliver a prospectus containing the information set forth in (a) Annex A hereto on the cover, (b) Annex B hereto in the “Exchange Offer Procedures” section and the “Purpose of the Exchange Offer” section, and (c) Annex C hereto in the “Plan of Distribution” section of such prospectus in connection with a sale of any such Exchange Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) the an Initial Purchasers Purchaser that elect elects to sell Exchange Securities (as defined below) acquired in exchange for Initial Securities constituting any portion of an unsold allotment, are allotment is required to deliver a prospectus containing the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale. The Company shall use its reasonable best efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the prospectus contained therein, in order to permit such prospectus to be lawfully delivered by all persons subject to the prospectus delivery requirements of the Securities Act for such period of time as such persons must comply with such requirements in order to resell the Exchange Securities; provided, however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or either of the an Initial PurchasersPurchaser, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers and the Initial Purchasers have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Company shall make such prospectus and any amendment or supplement thereto thereto, available upon request to any broker-dealer for use in connection with any resale of any Exchange Securities for a period of not less than 180 90 days after the consummation of the Registered Exchange Offer. If, upon consummation of the Registered Exchange Offer, either of the any Initial Purchasers Purchaser holds Initial Securities acquired by it as part of its initial distribution, the Company, simultaneously with the delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and deliver to such Initial Purchaser upon the written request of such Initial Purchaser, in exchange (the “Private Exchange”) for the Initial Securities held by such Initial Purchaser, a like principal amount of debt securities of the Company issued under the Mortgage Indenture and identical in all material respects (including the existence of restrictions on transfer under the Securities Act and the securities laws of the several states of the United States, but excluding provisions relating to the matters described in Section 6 hereof) to the Initial Securities (the “Private Exchange Securities”). The Initial Securities, the Exchange Securities and the Private Exchange Securities are herein collectively called the “Securities.” ”. In connection with the Registered Exchange Offer, the Company shall:

Registered Exchange Offer. Unless not permitted by applicable law (after the Company has complied with the ultimate paragraph of this Section 1) or ), the policy of Company shall prepare and file with the Securities and Exchange Commission (the “Commission”), the Company shall prepare and, not later than 60 days (such 60th day being a “Filing Deadline”"COMMISSION") after the date on which the Initial Purchasers purchase the Initial Securities pursuant to the Purchase Agreement (the “Closing Date”), file with the Commission a registration statement (the “Exchange Offer Registration Statement”"EXCHANGE OFFER REGISTRATION STATEMENT") on an appropriate form under the Securities Act of 1933, as amended (the “Securities Act”"SECURITIES ACT"), with respect to a proposed offer (the “Registered Exchange Offer”"REGISTERED EXCHANGE OFFER") to the Holders of Transfer Restricted Securities (as defined in Section 6 hereof), who are not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Initial Securities, a like aggregate principal amount of debt securities of the Company issued under the MortgageIndenture, substantially identical in all material respects to the Initial Securities and registered under the Securities Act (the “Exchange "EXCHANGE SECURITIES" and, together with the Initial Securities”, the "SECURITIES"). The Company shall use its reasonable best efforts to (i) cause such the Exchange Offer Registration Statement to become effective under the Securities Act within 200 270 days after the Closing Date (such 200th 270th day being an “Effectiveness Deadline”"EFFECTIVENESS DEADLINE") after the date on which the Initial Purchasers purchase the Initial Securities pursuant to the Purchase Agreement (the "CLOSING DATE") and (ii) will keep the Exchange Offer Registration Statement effective for not less than 30 days (or longer, if required by applicable law) after the date notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “Exchange Offer Registration Period”"EXCHANGE OFFER REGISTRATION PERIOD"). If the Company commences the Registered Exchange Offer, the Company (i) will be entitled to consummate the Registered Exchange Offer 30 days after such commencement (provided that the Company has accepted all the Initial Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer) and (ii) will be required to consummate the Registered Exchange Offer no later than 40 days after the date on which the Exchange Offer Registration Statement is declared effective (such 40th day being the “Consummation Deadline”). Following the declaration of the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such the Registered Exchange Offer to enable each Holder of Transfer Restricted Securities electing to exchange the Initial Securities for Exchange Securities (assuming that such Holder is not an affiliate of the Company within the meaning of the Securities Act, acquires the Exchange Securities in the ordinary course of such Holder’s Xxxxxx's business and has no arrangements or understanding with any person to participate in the distribution of the Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United StatesAct. The Company acknowledges that, pursuant to current interpretations by the Commission’s 's staff of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom, (i) each Holder which is a broker-dealer electing to exchange Initial Securities, acquired for its own account as a result of market making activities or other trading activities, for Exchange Securities (an “Exchanging Dealer”"EXCHANGING DEALER"), is required to deliver a prospectus containing the information set forth in (a) Annex A hereto on the cover, (b) Annex B hereto in the “"Exchange Offer Procedures” " section and the “"Purpose of the Exchange Offer” " section, and (c) Annex C hereto in the “"Plan of Distribution” " section of such prospectus in connection with a sale of any such Exchange Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) the an Initial Purchasers Purchaser that elect elects to sell Securities (as defined below) acquired in exchange for Initial Securities constituting any portion of an unsold allotment, are is required to deliver a prospectus containing the information required by Items 507 or 508 508, as applicable, of Regulation S-K under the Securities Act, as applicable, Act in connection with such sale. The Company shall use its reasonable best efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the prospectus contained therein, in order to permit such prospectus to be lawfully delivered by all persons subject to the prospectus delivery requirements of the Securities Act for such period of time as such persons must comply with such requirements in order to resell the Exchange Securities; provided, however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or either of the an Initial PurchasersPurchaser, such period shall be the lesser of 180 120 days and the date on which all Exchanging Dealers and the Initial Purchasers have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Company shall make such prospectus and any amendment or supplement thereto available to any broker-dealer for use in connection with any resale of any Exchange Securities for a period of not less than 180 120 days after the consummation of the Registered Exchange Offer. If, upon consummation of the Registered Exchange Offer, either of the any Initial Purchasers Purchaser holds Initial Securities acquired by it as part of its initial distribution, the Company, simultaneously with the delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and deliver to such Initial Purchaser upon the written request of such Initial Purchaser, in exchange (the “Private Exchange”"PRIVATE EXCHANGE") for the Initial Securities held by such Initial Purchaser, a like principal amount of debt securities of the Company issued under the Mortgage Indenture and substantially identical in all material respects to the Initial Securities (the “Private Exchange Securities”"PRIVATE EXCHANGE SECURITIES"). The Initial Securities, the Exchange Securities and the Private Exchange Securities are herein collectively called the “Securities.” "SECURITIES". In connection with the Registered Exchange Offer, the Company shall:

Registered Exchange Offer. Unless not permitted by applicable law (after the Company has complied with the ultimate paragraph of this Section 1) or the policy of the Securities and Exchange Commission (the “Commission”), the Company shall prepare and, not later than 60 75 days (such 60th 75th day being a “Filing Deadline”the "FILING DEADLINE") after the date on which the Initial Purchasers purchase the Initial Securities pursuant to the Purchase Agreement (the “Closing Date”"CLOSING DATE"), file with the Securities and Exchange Commission (the "COMMISSION") a registration statement (the “Exchange Offer Registration Statement”"EXCHANGE OFFER REGISTRATION STATEMENT") on an appropriate form under the Securities Act of 1933, as amended (the “Securities Act”"SECURITIES ACT"), with respect to a proposed offer (the “Registered Exchange Offer”"REGISTERED EXCHANGE OFFER") to the Holders of Transfer Restricted Securities (as defined in Section 6 hereof), who are not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Initial Securities, a like aggregate principal amount of debt securities of the Company issued under the MortgageIndenture, identical in all material respects (except that the Exchange Notes will not contain terms with respect to transfer restrictions) to the Initial Securities and registered under the Securities Act (the “Exchange Securities”"EXCHANGE SECURITIES"). The Company shall use its reasonable best efforts to (i) cause such Exchange Offer Registration Statement to become effective under the Securities Act within 200 180 days after the Closing Date (such 200th 180th day being an “Effectiveness Deadline”"EFFECTIVENESS DEADLINE") and (ii) keep the Exchange Offer Registration Statement effective for not less than 30 days (or longer, if required by applicable law) after the date notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “Exchange Offer Registration Period”"EXCHANGE OFFER REGISTRATION PERIOD"). If the Company commences the Registered Exchange Offer, the Company (i) will be entitled to consummate the Registered Exchange Offer 30 days after such commencement (provided that the Company has accepted all the Initial Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer) and (ii) will be required to consummate the Registered Exchange Offer no later than 40 days after the date on which the Exchange Offer Registration Statement is declared effective (such 40th day being the “Consummation Deadline”"CONSUMMATION DEADLINE"). Following the declaration of the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities electing to exchange the Initial Securities for Exchange Securities (assuming that such Holder is not an affiliate of the Company within the meaning of the Securities Act, acquires the Exchange Securities in the ordinary course of such Holder’s 's business and has no arrangements with any person to participate in the distribution of the Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States. The Company acknowledges that, pursuant to current interpretations by the Commission’s 's staff of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom, (i) each Holder which is a broker-dealer electing to exchange Initial Securities, acquired for its own account as a result of market making activities or other trading activities, for Exchange Securities (an “Exchanging Dealer”"EXCHANGING DEALER"), is required to deliver a prospectus containing the information set forth in (a) Annex A hereto on the cover, (b) Annex B hereto in the “"Exchange Offer Procedures” " section and the “"Purpose of the Exchange Offer” " section, and (c) Annex C hereto in the “"Plan of Distribution” " section of such prospectus in connection with a sale of any such Exchange Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) the an Initial Purchasers Purchaser that elect elects to sell Securities (as defined below) acquired in exchange for Initial Securities constituting any portion of an unsold allotment, are is required to deliver a prospectus containing the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale. The Company shall use its reasonable best efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the prospectus contained therein, in order to permit such prospectus to be lawfully delivered by all persons subject to the prospectus delivery requirements of the Securities Act for such period of time as such persons must comply with such requirements in order to resell the Exchange Securities; provided, however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or either of the an Initial PurchasersPurchaser, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers and the Initial Purchasers have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Company shall make such prospectus and any amendment or supplement thereto available to any broker-dealer for use in connection with any resale of any Exchange Securities for a period of not less than 180 days after the consummation of the Registered Exchange Offer. If, upon consummation of the Registered Exchange Offer, either of the any Initial Purchasers Purchaser holds Initial Securities acquired by it as part of its initial distribution, the Company, simultaneously with the delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and deliver to such Initial Purchaser upon the written request of such Initial Purchaser, in exchange (the “Private Exchange”"PRIVATE EXCHANGE") for the Initial Securities held by such Initial Purchaser, a like principal amount of debt securities of the Company issued under the Mortgage Indenture and identical in all material respects to the Initial Securities (the “Private Exchange Securities”"PRIVATE EXCHANGE SECURITIES"). The Initial Securities, the Exchange Securities and the Private Exchange Securities are herein collectively called the “Securities.” "SECURITIES". In connection with the Registered Exchange Offer, the Company shall:

Registered Exchange Offer. (a) Unless the Exchange Offer shall not permitted by be permissible under applicable law or Commission policy (after the Company has procedures set forth in Section 6(a) below have been complied with the ultimate paragraph of this Section 1) or the policy of the Securities and Exchange Commission (the “Commission”with), the Company and the Guarantors shall prepare and, not later than 60 days (such 60th day being a “Filing Deadline”i) after the date on which the Initial Purchasers purchase the Initial Securities pursuant cause to the Purchase Agreement (the “Closing Date”), file be filed with the Commission on or before the 60th day after the Closing Date, a registration statement (the “Exchange Offer Registration Statement”) on an appropriate form Statement under the Securities Act of 1933, as amended (the “Securities Act”), with respect to a proposed offer (the “Registered Exchange Offer”) relating to the Holders of Transfer Restricted Securities (as defined in Section 6 hereof)Series B Notes, who are not prohibited by any law or policy of the Commission from participating in Subsidiary Guarantees and the Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Initial Securities, a like aggregate principal amount of debt securities of the Company issued under the Mortgage, identical in all material respects to the Initial Securities and registered under the Securities Act (the “Exchange Securities”). The Company shall ii) use its their reasonable best efforts to (i) cause such Exchange Offer Registration Statement to become effective under on or before the Securities Act within 200 days 150th day after the Closing Date Date, (iii) in connection with the foregoing, file (A) all pre-effective amendments to such 200th day being an “Effectiveness Deadline”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 (iiC) keep subject to the proviso in Section 6(c)(xi) hereof, cause all necessary filings in connection with the registration and qualification of 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, and (iv) upon the effectiveness of such Registration Statement, commence, and within the time periods contemplated by Section 3(b) hereof Consummate, the Exchange Offer. The Exchange Offer Registration Statement effective for not less than 30 days (or longer, if required by applicable law) after shall be on the date notice appropriate form under the Act permitting registration of the Registered Exchange Offer is mailed Series B Notes to be offered in exchange for the Holders (such period being called the “Exchange Offer Registration Period”). If the Company commences the Registered Exchange Offer, the Company (i) will be entitled to consummate the Registered Exchange Offer 30 days after such commencement (provided Series A Notes that the Company has accepted all the Initial Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer) and (ii) will be required to consummate the Registered Exchange Offer no later than 40 days after the date on which the Exchange Offer Registration Statement is declared effective (such 40th day being the “Consummation Deadline”). Following the declaration of the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of are Transfer Restricted Securities electing to exchange and permitting resales of the Initial Securities for Series B Notes held by Broker-Dealers that tendered into the Exchange Securities (assuming HORXXXXX-XXEVAC MARINE SERVICES, INC. 10 5/8% SERIES A SENIOR NOTES DUE 2008 REGISTRATION RIGHTS AGREEMENT Offer Series A Notes that such Holder is not an affiliate of the Company within the meaning of the Securities Act, acquires the Exchange Securities in the ordinary course of such Holder’s business and has no arrangements with any person to participate in the distribution of the Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States. The Company acknowledges that, pursuant to current interpretations by the Commission’s staff of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom, (i) each Holder which is a brokerBroker-dealer electing to exchange Initial Securities, Dealers acquired for its their own account as a result of market market-making activities or other trading activities, for Exchange Securities activities (an “Exchanging Dealer”), is required to deliver a prospectus containing other than Series A Notes acquired directly from the information set forth in (aCompany or any of its Affiliates) Annex A hereto on the cover, (b) Annex B hereto in the “Exchange Offer Procedures” section and the “Purpose of the Exchange Offer” section, and (c) Annex C hereto in the “Plan of Distribution” section of such prospectus in connection with a sale of any such Exchange Securities received as contemplated by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) the Initial Purchasers that elect to sell Securities (as defined below) acquired in exchange for Initial Securities constituting any portion of an unsold allotment, are required to deliver a prospectus containing the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale. The Company shall use its reasonable best efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the prospectus contained therein, in order to permit such prospectus to be lawfully delivered by all persons subject to the prospectus delivery requirements of the Securities Act for such period of time as such persons must comply with such requirements in order to resell the Exchange Securities; provided, however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or either of the Initial Purchasers, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers and the Initial Purchasers have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j3(c) below) and (ii) the Company shall make such prospectus and any amendment or supplement thereto available to any broker-dealer for use in connection with any resale of any Exchange Securities for a period of not less than 180 days after the consummation of the Registered Exchange Offer. If, upon consummation of the Registered Exchange Offer, either of the Initial Purchasers holds Initial Securities acquired by it as part of its initial distribution, the Company, simultaneously with the delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and deliver to such Initial Purchaser upon the written request of such Initial Purchaser, in exchange (the “Private Exchange”) for the Initial Securities held by such Initial Purchaser, a like principal amount of debt securities of the Company issued under the Mortgage and identical in all material respects to the Initial Securities (the “Private Exchange Securities”). The Initial Securities, the Exchange Securities and the Private Exchange Securities are herein collectively called the “Securities.” In connection with the Registered Exchange Offer, the Company shall:

Registered Exchange Offer. Unless not permitted by applicable law Holdings shall (after the Company has complied with the ultimate paragraph of this Section 1i) or the policy of the Securities and Exchange Commission (the “Commission”), the Company shall prepare and, not later than 60 75 days (such 60th day being a “Filing Deadline”) after following the date on which of original issuance of the Initial Purchasers purchase the Initial Securities pursuant to the Purchase Agreement Debentures (the “Closing "Issue Date”"), file with the Commission a registration statement (the “"Exchange Offer Registration Statement”") on an appropriate form under the Securities Act of 1933, as amended (the “Securities Act”), with respect to a proposed offer (the “Registered Exchange Offer”) to the Holders of Transfer Restricted Securities the Debentures (as defined in Section 6 hereof), who are not prohibited by any law or policy of the Commission from participating in the "Registered Exchange Offer, ") to issue and deliver to such Holders, in exchange for the Initial SecuritiesDebentures, a like aggregate principal amount of debt securities deben- tures of Holdings (the Company issued under the Mortgage, "Exchange Debentures") that are identical in all material respects to the Initial Securities and registered under Debentures, except for the Securities Act transfer restrictions relating to the Debentures, (the “Exchange Securities”). The Company shall ii) use its their reasonable best efforts to (i) cause such the Exchange Offer Registration Statement to become effective under the Securities Act within 200 no later than 150 days after the Closing Issue Date (such 200th day being an “Effectiveness Deadline”) and the Registered Exchange Offer to be consummated no later than 180 days after the Issue Date and (iiiii) keep the Exchange Offer Registration Statement effective for not less than 30 days (or longer, if required by applicable law) after the date on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “"Exchange Offer Registration Period”"). If the Company commences the Registered The Exchange Offer, the Company (i) Debentures will be entitled issued under the Indenture or an indenture (the "Exchange Debentures Indenture") between Holdings and the Trustee or such other bank or trust company that is reasonably satisfactory to consummate the Registered Exchange Offer 30 days after such commencement (provided that the Company has accepted all the Initial Securities theretofore validly tendered Purchasers, as trustee (the "Exchange Debentures Trustee"), such indenture to be identical in accordance with all material respects to the terms of Indenture, except for the Registered Exchange Offer) and transfer restrictions relating to the Debentures (ii) will be required to consummate the Registered Exchange Offer no later than 40 days after the date on which the Exchange Offer Registration Statement is declared effective (such 40th day being the “Consummation Deadline”as described above). Following the declaration of Upon the effectiveness of the Exchange Offer Registration Statement, the Company Holdings shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities electing to exchange the Initial Securities Debentures for Exchange Securities Debentures (assuming that such Holder (a) is not an affiliate of Holdings or an Exchanging Dealer (as defined herein) not complying with the Company within the meaning requirements of the Securities Actnext sentence, (b) is not an Initial Purchaser holding Debentures that have, or that are reasonably likely to have, the status of an unsold allotment in an initial distribution, (c) acquires the Exchange Securities Debentures in the ordinary course of such Holder’s Xxxxxx's business and (d) has no arrangements or understandings with any person to participate in the distribution of the Exchange Securities Debentures) and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities Debentures from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States. The Company acknowledges Holdings, the Initial Purchasers and each Exchanging Dealer acknowledge that, pursuant to current interpretations by the Commission’s 's staff of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom, (i) each Holder which that is a broker-dealer electing to exchange Initial Securities, Debentures acquired for its own account as a result of market market-making activities or other trading activities, for Exchange Securities Debentures (an “"Exchanging Dealer”"), is required to deliver a prospectus containing substantially the information set forth in (a) Annex A hereto on the cover, (b) in Annex B hereto in the “"Exchange Offer Procedures” " section and the “"Purpose of the Exchange Offer” section, " section and (c) in Annex C hereto in the “"Plan of Distribution” " section of such prospectus in connection with a sale of any such Exchange Securities Debentures received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) if the Initial Purchasers that elect to sell Securities (as defined below) Exchange Debentures acquired in exchange for Initial Securities Debentures constituting any portion of an unsold allotment, are the Initial Purchasers will be required to deliver a prospectus containing the information required by Items 507 or and 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale. The Company shall use its reasonable best efforts If, prior to keep the Exchange Offer Registration Statement effective and to amend and supplement the prospectus contained therein, in order to permit such prospectus to be lawfully delivered by all persons subject to the prospectus delivery requirements of the Securities Act for such period of time as such persons must comply with such requirements in order to resell the Exchange Securities; provided, however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or either of the Initial Purchasers, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers and the Initial Purchasers have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Company shall make such prospectus and any amendment or supplement thereto available to any broker-dealer for use in connection with any resale of any Exchange Securities for a period of not less than 180 days after the consummation of the Registered Exchange Offer. If, upon consummation any Holder holds any Debentures acquired by it that have, or that are reasonably likely to be determined to have, the status of an unsold allotment in an initial distribution, or any Holder is not entitled to participate in the Registered Exchange Offer, either Holdings shall, upon the request of the Initial Purchasers holds Initial Securities acquired by it as part of its initial distribution, the Companyany such Holder, simultaneously with the delivery of the Exchange Securities pursuant to Debentures in the Registered Exchange Offer, shall issue and deliver to any such Initial Purchaser upon the written request of such Initial PurchaserHolder, in exchange (the “Private Exchange”) for the Initial Securities Debentures held by such Initial PurchaserHolder (the "Private Exchange"), a like aggregate principal amount of debt securities debentures of Holdings (the Company issued under the Mortgage and "Private Exchange Debentures") that are identical in all material respects to the Initial Securities (Exchange Debentures, except for the “transfer restrictions relating to such Private Exchange Securities”)Debentures. The Initial Securities, Private Exchange Debentures will be issued under the same indenture as the Exchange Securities Debentures, and Holdings shall use its reasonable best efforts to cause the Private Exchange Securities are herein collectively called Debentures to bear the “Securities.” same CUSIP number as the Exchange Debentures. In connection with the Registered Exchange Offer, the Company Holdings shall:

Registered Exchange Offer. Unless not permitted by applicable law (after the Company has complied with the ultimate paragraph of this Section 1) or the policy of the Securities and Exchange Commission (the “Commission”), the Company shall prepare and, not later than 60 120 days (such 60th 120th day being a “an "Exchange Filing Deadline”") after the date on which the Initial Purchasers purchase receive the Initial Securities pursuant to the Purchase Agreement (the “"Closing Date”"), file with the Securities and Exchange Commission (the "Commission") a registration statement (the “"Exchange Offer Registration Statement”") on an appropriate form under the Securities Act of 1933, as amended (the “"Securities Act”), with Act"),with respect to a proposed offer (the “"Registered Exchange Offer”") to the Holders of Transfer Restricted Securities (as defined in Section 6 hereof), who are not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Initial Securities, a like aggregate accreted value and aggregate principal amount at maturity of debt securities of the Company issued under the MortgageIndenture, identical in all material respects to the Initial Securities and registered under the Securities Act (the “"Exchange Securities”"). The Company shall use its commercially reasonable best efforts to (i) cause such Exchange Offer Registration Statement to become effective under the Securities Act within 200 180 days after the Closing Date (such 200th 180th day being an “"Exchange Effectiveness Deadline”") and (ii) keep the Exchange Offer Registration Statement effective for not less than 30 20 business days (or longer, if required by applicable law) after the date notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “"Exchange Offer Registration Period”"). If the Company commences the Registered Exchange Offer, the Company (i) will be entitled to consummate the Registered Exchange Offer 30 days after such commencement (provided that the Company has accepted all the Initial Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer) and (ii) will be required to consummate the Registered Exchange Offer no later than 40 210 days after the date on which the Exchange Offer Registration Statement is declared effective Closing Date (such 40th 210th day being the “Consummation Deadline”"CONSUMMATION DEADLINE"). Following the declaration of the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities electing to exchange the Initial Securities for Exchange Securities (assuming that such Holder is not an affiliate of the Company within the meaning of the Securities Act, acquires the Exchange Securities in the ordinary course of such Holder’s 's business and has no arrangements with any person to participate in the distribution of the Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States. The Company acknowledges that, pursuant to current interpretations by the Commission’s 's staff of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom, (i) each Holder which is a broker-dealer electing to exchange Initial Securities, acquired for its own account as a result of market making activities or other trading activities, for Exchange Securities (an “Exchanging Dealer”"EXCHANGING DEALER"), is required to deliver a prospectus containing the information set forth in (a) Annex A hereto on the cover, (b) Annex B hereto in the “"Exchange Offer Procedures” " section and the “"Purpose of the Exchange Offer” " section, and (c) Annex C hereto in the “"Plan of Distribution” " section of such prospectus in connection with a sale of any such Exchange Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) the an Initial Purchasers Purchaser that elect elects to sell Securities (as defined below) acquired in exchange for Initial Securities constituting any portion of an unsold allotment, are is required to deliver a prospectus containing the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale. The Company shall use its reasonable best efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the prospectus contained therein, in order to permit such prospectus to be lawfully delivered by all persons subject to the prospectus delivery requirements of the Securities Act for such period of time as such persons must comply with such requirements in order to resell the Exchange Securities; providedPROVIDED, howeverHOWEVER, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or either of the an Initial PurchasersPurchaser, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers and the Initial Purchasers have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Company shall make such prospectus and any amendment or supplement thereto available to any broker-dealer for use in connection with any resale of any Exchange Securities for a period of not less than 180 days after the consummation of the Registered Exchange Offer. If, upon consummation of the Registered Exchange Offer, either of the any Initial Purchasers Purchaser holds Initial Securities acquired by it as part of its initial distribution, the Company, simultaneously with the delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and deliver to such Initial Purchaser upon the written request of such Initial Purchaser, in exchange (the “Private Exchange”"PRIVATE EXCHANGE") for the Initial Securities held by such Initial Purchaser, a like accreted value and principal amount at maturity of debt securities of the Company issued under the Mortgage Indenture and identical in all material respects to the Initial Securities (the “Private Exchange Securities”"PRIVATE EXCHANGE SECURITIES"). The Initial Securities, the Exchange Securities and the Private Exchange Securities are herein collectively called the “Securities.” "SECURITIES". In connection with the Registered Exchange Offer, the Company shall:

Registered Exchange Offer. Unless not permitted by applicable law (after the Company has complied with the ultimate paragraph of this Section 1) or the policy of the Securities and Exchange Commission (the “Commission”), the Company shall prepare and, not later than 60 on or prior to 90 days (such 60th day being a “Filing Deadline”) after the date on which the Initial Purchasers purchase Purchaser purchases the Initial Securities pursuant to the Purchase Agreement (the “Closing Date”"CLOSING DATE"), or if such 90th day is not a business day, the next succeeding business day, file with the Securities and Exchange Commission (the "COMMISSION") a registration statement (the “Exchange Offer Registration Statement”"EXCHANGE OFFER REGISTRATION STATEMENT") on an appropriate form under the Securities Act of 1933, as amended (the “Securities Act”"SECURITIES ACT"), with respect to a proposed offer (the “Registered Exchange Offer”"REGISTERED EXCHANGE OFFER") to the Holders of Transfer Restricted Securities (as defined in Section 6 hereof), who are not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Initial Securities, a like aggregate principal amount of debt securities of the Company issued under the MortgageIndenture, identical in all material respects to the Initial Securities and registered under the Securities Act (the “Exchange Securities”"EXCHANGE SECURITIES"). The Company shall use its reasonable best efforts to (i) cause such have the Exchange Offer Registration Statement declared effective by the Commission on or prior to become effective under the Securities Act within 200 180 days after the Closing Date (Date, or if such 200th 180th day being an “Effectiveness Deadline”) is not a business day, the next succeeding business day, and (ii) keep the Registered Exchange Offer Registration Statement effective for not less than 30 days (or longer, if required by applicable law) after the date notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “Exchange Offer Registration Period”"EXCHANGE OFFER REGISTRATION PERIOD"). If the Company commences the Registered Exchange Offer, the Company (i) will be entitled to consummate Unless the Registered Exchange Offer 30 days after such commencement (provided that would not be permitted by applicable law or Commission policy, the Company has accepted all the Initial Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer) and (ii) will be required to consummate commence the Registered Exchange Offer no later than 40 days and use its best efforts to issue on or prior to 30 days, or longer if required by the federal securities laws, after the date on which the Exchange Offer Registration Statement is declared effective (such 40th day being by the “Consummation Deadline”)Commission, Exchange Securities in exchange for all notes tendered prior thereto in the Registered Exchange Offer. Following the declaration of the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities electing to exchange the Initial Securities for Exchange Securities (assuming that such Holder is not an affiliate of the Company within the meaning of the Securities Act, acquires the Exchange Securities in the ordinary course of such Holder’s business and 's business, has no arrangements with any person to participate in the distribution of the Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States. The Company acknowledges that, pursuant to current interpretations by the Commission’s 's staff of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom, (i) each Holder which is a broker-dealer electing to exchange Initial Securities, acquired for its own account as a result of market market-making activities or other trading activities, for Exchange Securities (an “Exchanging Dealer”"EXCHANGING DEALER"), is required to deliver a prospectus containing the information set forth in (a) Annex A hereto on the cover, (b) Annex B hereto in the “"Exchange Offer Procedures” " section and the “"Purpose of the Exchange Offer” " section, and (c) Annex C hereto in the “"Plan of Distribution” " section of such prospectus in connection with a sale of any such Exchange Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) the Initial Purchasers Purchaser that elect elects to sell Securities (as defined below) acquired in exchange for Initial Securities constituting any portion of an unsold allotment, are is required to deliver a prospectus containing the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale. The Company shall use its reasonable best efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the prospectus contained therein, in order to permit such prospectus to be lawfully delivered by all persons subject to the prospectus delivery requirements of the Securities Act for such period of time as such persons must comply with such requirements in order to resell the Exchange Securities; provided, however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or either of the Initial PurchasersPurchaser, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers and the Initial Purchasers have Purchaser has sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Company shall make such prospectus and any amendment or supplement thereto available to any broker-dealer for use in connection with any resale of any Exchange Securities for a period of not less than 180 days after the consummation of the Registered Exchange Offer. If, upon consummation of the Registered Exchange Offer, either of the Initial Purchasers Purchaser holds Initial Securities acquired by it as part of its initial distribution, the Company, simultaneously with the delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and deliver to such the Initial Purchaser upon the written request of such the Initial Purchaser, in exchange (the “Private Exchange”"PRIVATE EXCHANGE") for the Initial Securities held by such the Initial Purchaser, a like principal amount of debt securities of the Company issued under the Mortgage Indenture and identical in all material respects to the Initial Securities (the “Private Exchange Securities”"PRIVATE EXCHANGE SECURITIES"). The Initial Securities, the Exchange Securities and the Private Exchange Securities are herein collectively called the “Securities"SECURITIES.” " In connection with the Registered Exchange Offer, the Company shall:

Registered Exchange Offer. Unless not permitted by applicable law (after the Company has complied with the ultimate paragraph of this Section 1) or the policy of the Securities and Exchange Commission (the “Commission”), the Company shall prepare and, not later than 60 120 days (such 60th 120th day being a “"Filing Deadline”") after the date on which the Initial Purchasers purchase the Initial Securities Notes pursuant to the Purchase Agreement (the “"Closing Date”"), file with the Securities and Exchange Commission (the "Commission") a registration statement (the “"Exchange Offer Registration Statement”") on an appropriate form under the Securities Act of 1933, as amended (the “"Securities Act”"), with respect to a proposed offer (the “"Registered Exchange Offer”") to the Holders of Transfer Restricted Securities (as defined in Section 6 hereof), who are not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Initial SecuritiesNotes, a like aggregate principal amount of debt securities of the Company issued under the MortgageIndenture, substantially identical in all material respects to the Initial Securities Notes and registered under the Securities Act (the “"Exchange Securities”Notes"). The Company shall use its all commercially reasonable best efforts to (i) cause such Exchange Offer Registration Statement to become effective under the Securities Act within 200 180 days after the Closing Date (such 200th 180th day being an “"Effectiveness Deadline”") and (ii) keep the Exchange Offer Registration Statement effective for not less than 30 20 business days (or longer, if required by applicable law) after the date notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “"Exchange Offer Registration Period”"). If the Company commences the Registered Exchange Offer, the Company (i) will be entitled to consummate the Registered Exchange Offer 30 20 business days after such commencement (provided that the Company has accepted all the Initial Securities Notes theretofore validly tendered in accordance with the terms of the Registered Exchange Offer) and (ii) will be required to consummate the Registered Exchange Offer no later than 40 30 business days after the date on which the Exchange Offer Registration Statement is declared effective (such 40th 30th day being the “"Consummation Deadline”"). Following the declaration of the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities electing to exchange the Initial Securities Notes for Exchange Securities Notes (assuming that such Holder is not an affiliate of the Company within the meaning of the Securities Act, acquires the Exchange Securities Notes in the ordinary course of such Holder’s 's business and has no arrangements with any person to participate in the distribution of the Exchange Securities Notes and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities Notes from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States. The Company acknowledges that, pursuant to current interpretations by the Commission’s 's staff of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom, (i) each Holder which is a broker-dealer electing to exchange Initial SecuritiesNotes, acquired for its own account as a result of market making activities or other trading activities, for Exchange Securities Notes (an “"Exchanging Dealer”"), is required to deliver a prospectus containing the information set forth in (a) Annex A hereto on the cover, (b) Annex B hereto in the “"Exchange Offer Procedures” " section and the “"Purpose of the Exchange Offer” " section, and (c) Annex C hereto in the “"Plan of Distribution” " section of such prospectus in connection with a sale of any such Exchange Securities Notes received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) the an Initial Purchasers Purchaser that elect elects to sell Securities Notes (as defined below) acquired in exchange for Initial Securities Notes constituting any portion of an unsold allotment, are is required to deliver a prospectus containing the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale. The Company shall use its all commercially reasonable best efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the prospectus contained therein, in order to permit such prospectus to be lawfully delivered by all persons subject to the prospectus delivery requirements of the Securities Act for such period of time as such persons must comply with such requirements in order to resell the Exchange SecuritiesNotes; provided, however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or either of the an Initial PurchasersPurchaser, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers and the Initial Purchasers have sold all Exchange Securities Notes held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Company shall make such prospectus and any amendment or supplement thereto available to any broker-dealer for use in connection with any resale of any Exchange Securities Notes for a period of not less than 180 days after the consummation of the Registered Exchange Offer. If, upon consummation of the Registered Exchange Offer, either of the any Initial Purchasers Purchaser holds Initial Securities Notes acquired by it as part of its initial distribution, the Company, simultaneously with the delivery of the Exchange Securities Notes pursuant to the Registered Exchange Offer, shall issue and deliver to such Initial Purchaser upon the written request of such Initial Purchaser, in exchange (the “"Private Exchange”") for the Initial Securities Notes held by such Initial Purchaser, a like principal amount of debt securities of the Company issued under the Mortgage Indenture and substantially identical in all material respects to the Initial Securities Notes (the “"Private Exchange Securities”Notes"). The Initial SecuritiesNotes, the Exchange Securities Notes and the Private Exchange Securities Notes are herein collectively called the “Securities.” "Notes". In connection with the Registered Exchange Offer, the Company shall:

Registered Exchange Offer. Unless not permitted by applicable law (after law, the Company has complied Issuer shall prepare and use its commercially reasonable efforts to file with the ultimate paragraph of this Section 1) or the policy of the Securities and Exchange Commission (the “Commission”), the Company shall prepare and, not later than 60 days (such 60th day being a “Filing Deadline”) after the date on which the Initial Purchasers purchase the Initial Securities pursuant to the Purchase Agreement (the “Closing Date”), file with the Commission a registration statement (the “Exchange Offer Registration Statement”) on an appropriate form under the Securities Act of 1933, as amended (the “Securities Act”), with respect to a proposed offer (the “Registered Exchange Offer”) to the Holders of Transfer Restricted Securities (as defined in Section 6 hereof), who are not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Initial Securities, a like aggregate principal amount of debt securities of the Company Issuer issued under the MortgageIndenture, substantially identical in all material respects to the Initial Securities (except for the transfer restrictions relating to the Initial Securities and the provisions relating to the matters described in Section 6 hereof) and registered under the Securities Act (the “Exchange Securities”). The Company Issuer shall use its commercially reasonable best efforts to (i) to cause such Exchange Offer Registration Statement to become effective under the Securities Act within 200 on or prior to 365 days after the Closing Date date of original issue of the Initial Securities (the “Issue Date”) (such 200th 365th day referred to in clause (i) being an the “Exchange Offer Effectiveness DeadlineTarget Date”) and (ii) to keep the Exchange Offer Registration Statement effective for not less than 30 20 business days (or longer, if required by applicable law) after the date notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “Exchange Offer Registration Period”). If the Company Issuer commences the Registered Exchange Offer, the Company Issuer (i) will be entitled to consummate the Registered Exchange Offer 30 20 business days after such commencement (provided that the Company Issuer has accepted all the Initial Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer) and (ii) will be required to consummate the Registered Exchange Offer no later than 40 days after the date on which the Exchange Offer Registration Statement is declared effective (effective, or such 40th day being the “Consummation Deadline”)later date required by law. Following the declaration of the effectiveness of the Exchange Offer Registration Statement, the Company shall Issuer shall, as promptly as practicable, commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities (as defined in Section 6 hereof) electing to exchange the Initial Securities for Exchange Securities (assuming that such Holder is not an affiliate of the Company Issuer within the meaning of the Securities Act, acquires the Exchange Securities in the ordinary course of such Holder’s business and has no arrangements with any person to participate in the distribution of the Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States. The Company Issuer acknowledges that, pursuant to current interpretations by the Commission’s staff of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom, (i) each Holder which is a broker-dealer electing to exchange Initial Securities, acquired for its own account as a result of market making activities or other trading activities, for Exchange Securities (an “Exchanging Dealer”), is required to deliver a prospectus containing the information set forth in (a) Annex A hereto on the cover, (b) Annex B hereto in the “Exchange Offer Procedures” section and the “Purpose of the Exchange Offer” section, and (c) Annex C hereto in the “Plan of Distribution” section of such prospectus in connection with a sale of any such Exchange Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) the an Initial Purchasers Purchaser that elect elects to sell Securities (as defined below) acquired in exchange for Initial Securities constituting any portion of an unsold allotment, are allotment is required to deliver a prospectus containing the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale. The Company Issuer shall use its reasonable best efforts to keep the Exchange Offer Registration Statement effective and to shall amend and supplement the prospectus contained therein, in order to permit such prospectus to be lawfully delivered by all persons subject to the prospectus delivery requirements of the Securities Act for such period of time as such persons must comply with such requirements in order to resell the Exchange Securities; provided, however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or either of the an Initial PurchasersPurchaser, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers and the Initial Purchasers have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Company Issuer shall make such prospectus and any amendment or supplement thereto available to any broker-dealer for use in connection with any resale of any Exchange Securities for a period of not less than 180 days after the consummation of the Registered Exchange OfferOffer (or such shorter period during which such persons are required by applicable law to deliver such prospectus). If, upon consummation of the Registered Exchange Offer, either of the any Initial Purchasers Purchaser holds Initial Securities acquired by it as part of its initial distribution, the CompanyIssuer, simultaneously with the delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and deliver to such Initial Purchaser upon the written request of such Initial Purchaser, in exchange (the “Private Exchange”) for the Initial Securities held by such Initial Purchaser, a like principal amount of debt securities of the Company Issuer issued under the Mortgage Indenture and identical in all material respects (including the existence of restrictions on transfer under the Securities Act and the securities laws of the several states of the United States, but excluding provisions relating to the matters described in Section 6 hereof) to the Initial Securities (the “Private Exchange Securities”). The Initial Securities, the Exchange Securities and the Private Exchange Securities are herein collectively called the “Securities.” ”. In connection with the Registered Exchange Offer, the Company Issuer shall:

Registered Exchange Offer. Unless not permitted by applicable law or applicable interpretations of the staff of the Securities and Exchange Commission (the "COMMISSION") (after the Company has complied with the ultimate paragraph of this Section 1) or the policy of the Securities and Exchange Commission (the “Commission”), the Company shall prepare and, not later than 60 120 days (such 60th 120th day being a “Filing Deadline”the "EXCHANGE OFFER FILING DEADLINE") after the date on which the Initial Purchasers purchase the Initial Securities pursuant to the Purchase Agreement (the “Closing Date”"CLOSING DATE"), file with the Commission a registration statement (the “Exchange Offer Registration Statement”"EXCHANGE OFFER REGISTRATION STATEMENT") on an appropriate form under the Securities Act of 1933, as amended (the “Securities Act”"SECURITIES ACT"), with respect to a proposed offer (the “Registered Exchange Offer”"REGISTERED EXCHANGE OFFER") to the Holders of Transfer Restricted Securities (as defined in Section 6 hereof), who are not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Initial Securities, a like aggregate principal amount of debt securities of the Company issued under the MortgageIndenture, substantially identical in all material respects to the Initial Securities and registered under the Securities Act (the “Exchange Securities”"EXCHANGE SECURITIES"). The Company shall use its reasonable best efforts to (i) cause such Exchange Offer Registration Statement to become effective under the Securities Act within 200 210 days after the Closing Date (such 200th 210th day being an “Effectiveness Deadline”the "EXCHANGE OFFER EFFECTIVENESS DEADLINE") and (ii) keep the Exchange Offer Registration Statement effective for not less than 30 days (or longer, if required by applicable law) after the date notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “Exchange Offer Registration Period”"EXCHANGE OFFER REGISTRATION PERIOD"). If the Company commences the Registered Exchange Offer, the Company (i) will be entitled to consummate the Registered Exchange Offer 30 days after such commencement (provided that the Company has accepted all the Initial Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer) and (ii) will be required to consummate the Registered Exchange Offer no later than 40 days after the date on which the Exchange Offer Registration Statement is declared effective (such 40th day being the “Consummation Deadline”"CONSUMMATION DEADLINE"). Following the declaration of the effectiveness of the Exchange Offer Registration StatementStatement by the Commission, the Company shall promptly as soon as practicable commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities electing to exchange the Initial Securities for Exchange Securities (assuming that such Holder is not an affiliate of the Company within the meaning of the Securities Act, acquires the Exchange Securities in the ordinary course of such Holder’s 's business and has no arrangements with any person to participate in the distribution of the Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their such Holder's receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States. The Company acknowledges and the Initial Purchasers acknowledge that, pursuant to current interpretations by the Commission’s 's staff of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom, (i) each Holder which is a broker-dealer electing to exchange Initial Securities, acquired for its own account as a result of market making activities or other trading activities, for Exchange Securities (an “Exchanging Dealer”"EXCHANGING DEALER"), is required to deliver a prospectus containing the information set forth in (a) Annex A hereto on the cover, (b) Annex B hereto in the “"Exchange Offer Procedures” " section and the “"Purpose of the Exchange Offer” " section, and (c) Annex C hereto in the “"Plan of Distribution” " section of such prospectus in connection with a sale of any such Exchange Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) the an Initial Purchasers Purchaser that elect elects to sell Securities (as defined below) acquired in exchange for Initial Securities constituting any portion of an unsold allotment, are is required to deliver a prospectus containing the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale. The Company shall use its reasonable best efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the prospectus contained therein, in order to permit such prospectus to be lawfully delivered by all persons subject to the prospectus delivery requirements of the Securities Act for such period of time as such persons must comply with such requirements in order to resell the Exchange Securities; provided, however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or either of the an Initial PurchasersPurchaser, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers and the Initial Purchasers have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Company shall make such prospectus and any amendment or supplement thereto available to any broker-dealer for use in connection with any resale of any Exchange Securities for a period of not less than 180 days after the consummation of the Registered Exchange Offer. If, upon consummation of the Registered Exchange Offer, either of the any Initial Purchasers Purchaser holds Initial Securities acquired by it as part of its initial distribution, the Company, simultaneously with the delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and deliver to such Initial Purchaser upon the written request of such Initial Purchaser, in exchange (the “Private Exchange”"PRIVATE EXCHANGE") for the Initial Securities held by such Initial Purchaser, a like principal amount of debt securities of the Company issued under the Mortgage Indenture and substantially identical in all material respects to the Initial Securities (the “Private Exchange Securities”"PRIVATE EXCHANGE SECURITIES"). The Initial Securities, the Exchange Securities and the Private Exchange Securities are herein collectively called the “Securities.” "SECURITIES". In connection with the Registered Exchange Offer, the Company shall:

Registered Exchange Offer. Unless not permitted by applicable law The Company and the Subsidiary Guarantors shall (after the Company has complied with the ultimate paragraph of this Section 1i) or the policy of the Securities and Exchange Commission (the “Commission”), the Company shall prepare and, not later than 60 days (such 60th day being a “Filing Deadline”) after following the date on which of original issuance of the Initial Purchasers purchase the Initial Securities pursuant to the Purchase Agreement (the “Closing Date”"ISSUE DATE"), file with the Commission a registration statement (the “Exchange Offer Registration Statement”"EXCHANGE OFFER REGISTRATION STATEMENT") on an appropriate form under the Securities Act of 1933, as amended (the “Securities Act”), with respect to a proposed offer (the “Registered Exchange Offer”) to the Holders of Transfer Restricted Securities (as defined in Section 6 hereof), who are not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer, "REGISTERED EXCHANGE OFFER") to issue and deliver to such Holders, in exchange for the Initial Securities, a like aggregate principal amount of debt securities of the Company issued under (the Mortgage, "EXCHANGE SECURITIES") identical in all material respects to the Initial Securities and registered under Securities, except for the Securities Act transfer restrictions relating to the Securities, (the “Exchange Securities”). The Company shall ii) use its their reasonable best efforts to (i) cause such the Exchange Offer Registration Statement to become effective under the Securities Act within 200 no later than 135 days after the Closing Issue Date (such 200th day being an “Effectiveness Deadline”) and the Registered Exchange Offer to be consummated in respect of all Securities tendered no later than 165 days after the Issue Date, and (iiiii) keep the Exchange Offer Registration Statement effective for not less than 30 days (or longer, if required by applicable law) after the date that notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “Exchange Offer Registration Period”"EXCHANGE OFFER REGISTRATION PERIOD"). If The Exchange Securities will be issued under the Company commences Indenture or an indenture (the Registered Exchange Offer"EXCHANGE SECURITIES INDENTURE") among the Company, the Company Subsidiary Guarantors and the Trustee or such other bank or trust company reasonably satisfactory to you, as trustee (i) will the "EXCHANGE SECURITIES TRUSTEE"), such indenture to be entitled identical in all material respects to consummate the Registered Exchange Offer 30 days after such commencement Indenture except for the transfer restrictions relating to the Securities (provided that the Company has accepted all the Initial Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer) and (ii) will be required to consummate the Registered Exchange Offer no later than 40 days after the date on which the Exchange Offer Registration Statement is declared effective (such 40th day being the “Consummation Deadline”as described above). Following the declaration of Upon the effectiveness of the Exchange Offer Registration Statement, the Company and each of the Subsidiary Guarantors shall promptly commence the Registered Exchange OfferOffer as promptly as practicable, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities electing to exchange the Initial Securities for Exchange Securities (assuming that such Holder (a) is not an affiliate of the Company within or a Subsidiary Guarantor or an Exchanging Dealer (as defined below) not complying with the meaning requirements of the Securities Actnext sentence, (b) acquires the Exchange Securities in the ordinary course of such Holder’s 's business and (c) has no arrangements or understandings with any person to participate in the distribution of the Exchange Securities Securities) and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States. The Company acknowledges Company, each of the Subsidiary Guarantors and the Initial Purchaser and each Exchanging Dealer acknowledge that, pursuant to current interpretations by the Commission’s 's staff of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom, (i) each Holder which is a broker-dealer electing to exchange Initial Securities, acquired for its own account as a result of market making activities or other trading activities, for Exchange Securities (an “Exchanging Dealer”"EXCHANGING DEALER"), is required to deliver a prospectus containing the information set forth in (a) Annex A hereto on the cover, (b) in Annex B hereto in the “"Exchange Offer Procedures” " section and the “"Purpose of the Exchange Offer” section, " section and (c) in Annex C hereto in the “"Plan of Distribution” " section of such prospectus in connection with a sale of any such Exchange Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) if the Initial Purchasers that elect Purchaser elects to sell Exchange Securities (as defined below) acquired in exchange for Initial Securities constituting any portion of an unsold allotment, are it is required to deliver a prospectus containing the information required by Items 507 or 508 of Regulation S-K under the Securities ActAct and the Exchange Act ("REGULATION S-K"), as applicable, in connection with such a sale. The Company shall use its reasonable best efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the prospectus contained therein, in order to permit such prospectus to be lawfully delivered by all persons subject to the prospectus delivery requirements of the Securities Act for such period of time as such persons must comply with such requirements in order to resell the Exchange Securities; provided, however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or either of the Initial Purchasers, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers and the Initial Purchasers have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Company shall make such prospectus and any amendment or supplement thereto available to any broker-dealer for use in connection with any resale of any Exchange Securities for a period of not less than 180 days after the consummation of the Registered Exchange Offer. If, upon consummation of the Registered Exchange Offer, either of the Initial Purchasers holds Initial Securities acquired by it as part of its initial distribution, the Company, simultaneously with the delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and deliver to such Initial Purchaser upon the written request of such Initial Purchaser, in exchange (the “Private Exchange”) for the Initial Securities held by such Initial Purchaser, a like principal amount of debt securities of the Company issued under the Mortgage and identical in all material respects to the Initial Securities (the “Private Exchange Securities”). The Initial Securities, the Exchange Securities and the Private Exchange Securities are herein collectively called the “Securities.” In connection with the Registered Exchange Offer, the Company shall:

Registered Exchange Offer. Unless not permitted by applicable law (after the Company has complied with the ultimate paragraph of this Section 1) or the policy of the Securities and Exchange Commission (the “Commission”), the Company shall prepare and, not later than 60 120 days (such 60th 120th day being a “Filing Deadline”the "EXCHANGE OFFER FILING DEADLINE") after the date on which the Initial Purchasers purchase Purchaser purchases the Initial Securities pursuant to the Purchase Agreement (the “Closing Date”"CLOSING DATE"), file with the Securities and Exchange Commission (the "COMMISSION") a registration statement (the “Exchange Offer Registration Statement”"EXCHANGE OFFER REGISTRATION STATEMENT") on an appropriate form under the Securities Act of 1933, as amended 1933 (the “Securities Act”"SECURITIES ACT"), with respect to a proposed offer (the “Registered Exchange Offer”"REGISTERED EXCHANGE OFFER") to the Holders of Transfer Restricted Securities (as defined in Section 6 hereof), who are not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer, to issue and deliver offer to such Holders, in exchange for surrender of the Initial Securities, a like aggregate principal amount of debt securities of the Company issued under the MortgageIndenture, identical in all material respects to the Initial Securities and registered under the Securities Act (the “Exchange Securities”"EXCHANGE SECURITIES"). The Company shall use its reasonable best efforts to (i) cause such Exchange Offer Registration Statement to become effective under the Securities Act within 200 210 days after the Closing Date (such 200th 210th day being an “Effectiveness Deadline”the "EXCHANGE OFFER EFFECTIVENESS DEADLINE") and (ii) keep the Exchange Offer Registration Statement effective for not less than 30 days (or longer, if required by applicable law) after the date notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “Exchange Offer Registration Period”"EXCHANGE OFFER REGISTRATION PERIOD"). If the Company commences the Registered Exchange Offer, the Company (i) will shall be entitled to consummate the Registered Exchange Offer 30 days after such commencement (provided that the Company has accepted all the Initial Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer) and (ii) will shall be required to consummate the Registered Exchange Offer no later than 40 days after the date on which the Exchange Offer Registration Statement is declared effective (such 40th day being the “Consummation Deadline”"CONSUMMATION DEADLINE"). Following the declaration of the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly as soon as practicable commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities electing to exchange the Initial Securities for Exchange Securities (assuming that such Holder is not an affiliate of the Company within the meaning of the Securities Act, acquires the Exchange Securities in the ordinary course of such Holder’s 's business and has no arrangements with any person to participate in the distribution of the Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States. The Company acknowledges that, pursuant to current interpretations by the Commission’s 's staff of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom, (i) each Holder which is a broker-dealer electing to exchange Initial Securities, acquired for its own account as a result of market making activities or other trading activities, for Exchange Securities (an “Exchanging Dealer”"EXCHANGING DEALER"), is required to deliver a prospectus containing the information set forth in (a) Annex A hereto on the cover, (b) Annex B hereto in the “"Exchange Offer Procedures” " section and the “"Purpose of the Exchange Offer” " section, and (c) Annex C hereto in the “"Plan of Distribution” " section of such prospectus in connection with a sale of any such Exchange Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) the an Initial Purchasers Purchaser that elect elects to sell Securities (as defined below) acquired in exchange for Initial Securities constituting any portion of an unsold allotment, are is required to deliver a prospectus containing the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale. The Company shall use its reasonable best efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the prospectus contained therein, in order to permit such prospectus to be lawfully delivered by all persons subject to the prospectus delivery requirements of the Securities Act for such period of time as such persons must comply with such requirements in order to resell the Exchange Securities; provided, however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or either of the Initial PurchasersPurchaser, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers and the Initial Purchasers Purchaser have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Company shall make such prospectus and any amendment or supplement thereto available to any broker-dealer for use in connection with any resale of any Exchange Securities for a period of not less than 180 days after the consummation of the Registered Exchange Offer. If, upon consummation of the Registered Exchange Offer, either of the Initial Purchasers Purchaser holds Initial Securities acquired by it as part of its initial distribution, the Company, simultaneously with the delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and deliver to such the Initial Purchaser upon the written request of such the Initial Purchaser, in exchange (the “Private Exchange”"PRIVATE EXCHANGE") for the Initial Securities held by such the Initial Purchaser, a like principal amount of debt securities of the Company issued under the Mortgage Indenture and identical in all material respects to the Initial Securities (including the “Private Exchange Securities”existence of restrictions on transfer under the Securities Act and under the laws of other jurisdictions, but excluding provisions relating to matters described in Section 6 hereof) (the "PRIVATE EXCHANGE SECURITIES"). The Initial Securities, the Exchange Securities and the Private Exchange Securities are herein collectively called the “Securities.” "SECURITIES". In connection with the Registered Exchange Offer, the Company shall:

Registered Exchange Offer. Unless not permitted by applicable law (after the Company has complied with the ultimate paragraph of this Section 1) or the policy of the Securities and Exchange Commission (the “Commission”), the Company shall prepare and, not later than 60 90 days (such 60th 90th day being a “Filing Deadline”"FILING DEADLINE") after the date on which the Initial Purchasers purchase the Initial Securities pursuant to the Purchase Agreement (the “Closing Date”"CLOSING DATE"), file with the Securities and Exchange Commission (the "COMMISSION") a registration statement (the “Exchange Offer Registration Statement”"EXCHANGE OFFER REGISTRATION STATEMENT") on an appropriate form under the Securities Act of 1933, as amended (the “Securities Act”"SECURITIES ACT"), with respect to a proposed offer (the “Registered Exchange Offer”"REGISTERED EXCHANGE OFFER") to the Holders of Transfer Restricted Securities (as defined in Section 6 hereof), who are not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Initial Securities, a like aggregate principal amount of debt securities of the Company issued under the MortgageIndenture, identical in all material respects to the Initial Securities and registered under the Securities Act (the “Exchange Securities”"EXCHANGE SECURITIES"). The Company shall use its reasonable best efforts to (i) cause such Exchange Offer Registration Statement to become effective under the Securities Act within 200 180 days after the Closing Date (such 200th 180th day being an “Effectiveness Deadline”"EFFECTIVENESS DEADLINE") and (ii) keep the Exchange Offer Registration Statement effective for not less than 30 days (or longer, if required by applicable law) after the date notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “Exchange Offer Registration Period”"EXCHANGE OFFER REGISTRATION PERIOD"). If the Company commences the Registered Exchange Offer, the Company (i) will be entitled to consummate the Registered Exchange Offer 30 days after such commencement (provided PROVIDED that the Company has accepted all the Initial Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer) and (ii) will be required to consummate the Registered Exchange Offer no later than 40 days after the date on which the Exchange Offer Registration Statement is declared effective (such 40th day being the “Consummation Deadline”"CONSUMMATION DEADLINE"). Following the declaration of the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly as soon as practicable commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities electing to exchange the Initial Securities for Exchange Securities (assuming that such Holder is not an affiliate of the Company within the meaning of the Securities Act, acquires the Exchange Securities in the ordinary course of such Holder’s 's business and at the time of commencement of the Registered Exchange Offer has no arrangements with any person to participate in the distribution of the Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States. The Company acknowledges that, pursuant to current interpretations by the Commission’s 's staff of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom, (i) each Holder which is a broker-dealer electing to exchange Initial Securities, acquired for its own account as a result of market making activities or other trading activities, for Exchange Securities (an “Exchanging Dealer”"EXCHANGING DEALER"), is required to deliver a prospectus containing the information set forth in (a) Annex A hereto on the cover, (b) Annex B hereto in the “"Exchange Offer Procedures” " section and the “"Purpose of the Exchange Offer” section, " section and (c) Annex C hereto in the “"Plan of Distribution” " section of such prospectus in connection with a sale of any such Exchange Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) the an Initial Purchasers Purchaser that elect elects to sell Securities (as defined below) acquired in exchange for Initial Securities constituting any portion of an unsold allotment, are is required to deliver a prospectus containing the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale. The Company shall use its reasonable best efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the prospectus contained therein, in order to permit such prospectus to be lawfully delivered by all persons subject to the prospectus delivery requirements of the Securities Act for such period of time as such persons must comply with such requirements in order to resell the Exchange Securities; providedPROVIDED, howeverHOWEVER, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or either of the an Initial PurchasersPurchaser, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers and the Initial Purchasers have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Company shall make such prospectus and any amendment or supplement thereto available to any broker-dealer for use in connection with any resale of any Exchange Securities for a period of not less than 180 days after following the consummation effective date of the Registered Exchange OfferOffer Registration Statement. If, upon consummation of the Registered Exchange Offer, either of the any Initial Purchasers Purchaser holds Initial Securities acquired by it as part of its initial distribution, the Company, simultaneously with the delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and deliver to such Initial Purchaser upon the written request of such Initial Purchaser, in exchange (the “Private Exchange”"PRIVATE EXCHANGE") for the Initial Securities held by such Initial Purchaser, a like principal amount of debt securities of the Company issued under the Mortgage Indenture and identical in all material respects to the Initial Securities (the “Private Exchange Securities”"PRIVATE EXCHANGE SECURITIES"). The Initial Securities, the Exchange Securities and the Private Exchange Securities are herein collectively called the “Securities.” "SECURITIES". In connection with the Registered Exchange Offer, the Company shall:

Registered Exchange Offer. Unless not permitted by applicable law (after the Company has complied with the ultimate paragraph of this Section 1) or ), the policy of Company shall prepare and file with the Securities and Exchange Commission (the “Commission”), the Company shall prepare and, not later than 60 days (such 60th day being a “Filing Deadline”) after the date on which the Initial Purchasers purchase the Initial Securities pursuant to the Purchase Agreement (the “Closing Date”), file with the Commission a registration statement (the “Exchange Offer Registration Statement”) on an appropriate form under the Securities Act of 1933, as amended (the “Securities Act”), with respect to a proposed offer (the “Registered Exchange Offer”) to the Holders of Transfer Restricted Securities (as defined in Section 6 hereof), who are not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the 3.900% Initial SecuritiesCompany Notes, the 4.600% Initial Company Notes, the 4.800% Initial Company Notes, the 3.000% Initial Company Notes and the 3.600% Initial Company Notes, as applicable, a like aggregate principal amount of debt securities of the Company issued under the MortgageIndenture, substantially identical in all material respects to the 3.900% Initial Securities Company Notes, the 4.600% Initial Company Notes, the 4.800% Initial Company Notes, the 3.000% Initial Company Notes and the 3.600% Initial Company Notes, as applicable, and registered under the Securities Act (together, the “Registered Exchange Securities”). The Company shall use its reasonable best efforts to (i) cause such the Exchange Offer Registration Statement to become effective under the Securities Act within 200 548 days after the Closing Date (such 200th 548th day being an “Effectiveness Deadline”) after the Final Settlement Date (as defined in the Exchange Offer Memorandum) of the Initial Exchange Offers (the “Closing Date”) and (ii) will keep the Exchange Offer Registration Statement effective for not less than 30 days (or longer, if required by applicable law) after the date notice of the Registered Exchange Offer is mailed provided to the Holders (such period being called the “Exchange Offer Registration Period”). If the Company commences the Registered Exchange Offer, the Company (i) will be entitled to consummate the Registered Exchange Offer 30 days after such commencement (provided that the Company has accepted all the Initial Securities Company Notes theretofore validly tendered in accordance with the terms of the Registered Exchange Offer) and (ii) will be required to consummate the Registered Exchange Offer no later than 40 days after the date on which the Exchange Offer Registration Statement is declared effective (such 40th day being the “Consummation Deadline”). Following the declaration of the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such the Registered Exchange Offer to enable each Holder of Transfer Restricted Securities (as defined below) electing to exchange its 3.900% Initial Company Notes, 4.600% Initial Company Notes, 4.800% Initial Company Notes, 3.000% Initial Company Notes or 3.600% Initial Company Notes, as applicable, for the Initial Securities for applicable amount and series of Registered Exchange Securities (assuming that such Holder is not an affiliate of the Company within the meaning of the Securities Act, acquires the Registered Exchange Securities in the ordinary course of such Holder’s business and has no arrangements or understanding with any person to participate in the distribution of the Registered Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Registered Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United StatesAct. The Company acknowledges that, pursuant to current interpretations by the Commission’s staff of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom, (i) each Holder which that is a broker-dealer electing to exchange Initial SecuritiesCompany Notes, acquired for its own account as a result of market making activities or other trading activities, for the applicable series of Registered Exchange Securities (an “Exchanging Dealer”), is required to deliver a prospectus containing the information set forth in (a) Annex A hereto on the cover, (b) Annex B hereto in the “The Exchange Offer ProceduresOffer” section and the “Purpose of the Exchange Offer” section, and (c) Annex C hereto in the “Plan of Distribution” section of such prospectus in connection with a sale of any such Registered Exchange Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) the Initial Purchasers that elect to sell Securities (as defined below) acquired in exchange for Initial Securities constituting any portion of an unsold allotment, are required to deliver a prospectus containing the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such saleOffer. The Company shall use its reasonable best efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the prospectus contained therein, in order to permit such prospectus to be lawfully delivered by all persons subject to the prospectus delivery requirements of the Securities Act for such period of time as such persons must comply with such requirements in order to resell the Exchange SecuritiesOffer Registration Period; provided, however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or either of the Initial PurchasersDealer, such period shall be the lesser of 180 120 days and the date on which all Exchanging Dealers and the Initial Purchasers have sold all Registered Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Company shall make such prospectus and any amendment or supplement thereto available to any broker-dealer for use in connection with any resale of any Registered Exchange Securities for a period of not less than 180 120 days after the consummation of the Registered Exchange Offer. If, upon consummation of The Initial Company Notes and the Registered Exchange Offer, either of the Initial Purchasers holds Initial Securities acquired by it as part of its initial distribution, the Company, simultaneously with the delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and deliver to such Initial Purchaser upon the written request of such Initial Purchaser, in exchange (the “Private Exchange”) for the Initial Securities held by such Initial Purchaser, a like principal amount of debt securities of the Company issued under the Mortgage and identical in all material respects to the Initial Securities (the “Private Exchange Securities”). The Initial Securities, the Exchange Securities and the Private Exchange Securities are herein collectively called the “Securities.” ”. In connection with the Registered Exchange Offer, the Company shall:

Registered Exchange Offer. Unless not permitted by applicable law (after the Company has Issuers have complied with the ultimate paragraph of this Section 1) or the policy of the Securities and Exchange Commission (the “Commission”), the Company Issuers shall prepare and, not later than 60 within 90 days (such 60th 90th day being a “"Filing ------ Deadline”") after the date on which the Initial Purchasers purchase the Initial -------- Securities pursuant to the Purchase Agreement (the “"Closing Date”Time"), file with ------------ the Securities and Exchange Commission (the "Commission") a registration ---------- statement (the “"Exchange Offer Registration Statement”") on an appropriate form ------------------------------------- under the Securities Act of 1933, as amended (the “"Securities Act”"), with -------------- respect to a proposed offer (the “"Registered Exchange Offer”") to the Holders of ------------------------- Transfer Restricted Securities (as defined in Section 6 hereof), who are not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Initial Securities, a like aggregate principal amount of debt securities of the Company issued under the MortgageIndenture and guaranteed by the Guarantors, identical in all material respects to the Initial Securities and registered under the Securities Act (the “"Exchange Securities”"). The Company Issuers shall use its ------------------- their reasonable best efforts to (i) cause such Exchange Offer Registration Statement to become effective under the Securities Act within 200 180 days after the Closing Date Time (such 200th 180th day being an “"Effectiveness Deadline”") and (ii) ---------------------- keep the Registered Exchange Offer Registration Statement effective open for not less than 30 days (or longer, if required by applicable law) after the date notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “"Exchange Offer Registration -------------- Period”"). ------ If the Company commences Issuers commence the Registered Exchange Offer, the Company Issuers (i) will be entitled to consummate the Registered Exchange Offer 30 days after such commencement (provided that the Company has Issuers have accepted all the Initial Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer) and (ii) will be required to consummate the Registered Exchange Offer no later than 40 days after the date on which the Exchange Offer Registration Statement is declared effective (such 40th day being the “"Consummation Deadline”"). --------------------- Following the declaration of the effectiveness of the Exchange Offer Registration Statement, the Company Issuers shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities electing to exchange the Initial Securities for Exchange Securities (assuming that such Holder is not an affiliate of the Company Issuers within the meaning of the Securities Act, acquires the Exchange Securities in the ordinary course of such Holder’s 's business and has no arrangements with any person to participate in the distribution of the Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States. The Company acknowledges Issuers acknowledge that, pursuant to current interpretations by the Commission’s 's staff of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom, (i) each Holder which is a broker-dealer electing to exchange Initial Securities, acquired for its own account as a result of market making activities or other trading activities, for Exchange Securities (an “"Exchanging Dealer”"), is required to deliver a prospectus ----------------- containing the information set forth in (a) Annex A hereto on the covercover of such ------- prospectus, (b) Annex B hereto in the “"Exchange Offer Procedures” " section and ------- the “"Purpose of the Exchange Offer” section" section of such prospectus, and (c) Annex C ------- hereto in the “"Plan of Distribution” " section of such prospectus in connection with a sale of any such Exchange Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) the an Initial Purchasers Purchaser that elect elects to sell Securities (as defined below) acquired in exchange for Initial Securities constituting any portion of an unsold allotment, are is required to deliver a prospectus containing the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale. The Company Issuers shall use its their reasonable best efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the prospectus contained therein, in order to permit such prospectus to be lawfully delivered by all persons subject to the prospectus delivery requirements of the Securities Act for such period of time as such persons must comply with such requirements in order to resell the Exchange Securities; provided, however, that (i) in the case where such -------- ------- prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or either of the an Initial PurchasersPurchaser, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers and the Initial Purchasers have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Company Issuers shall make such prospectus and any amendment or supplement thereto available to any broker-dealer for use in connection with any resale of any Exchange Securities for a period of not less than 180 days after the consummation of the Registered Exchange Offer. If, upon consummation of the Registered Exchange Offer, either of the any Initial Purchasers Purchaser holds Initial Securities acquired by it as part of its initial distribution, the CompanyIssuers, simultaneously with the delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and deliver to such Initial Purchaser upon the written request of such Initial Purchaser, in exchange (the “"Private Exchange”") for the Initial Securities held by such ---------------- Initial Purchaser, a like principal amount of debt securities of the Company issued under the Mortgage Indenture and guaranteed by the Guarantors, identical in all material respects to the Initial Securities (the “"Private Exchange Securities”"). --------------------------- The Initial Securities, the Exchange Securities and the Private Exchange Securities are herein collectively called the “"Securities.” ". ---------- In connection with the Registered Exchange Offer, the Company Issuers shall:

Registered Exchange Offer. Unless not permitted by applicable law (after the Company has complied with the ultimate paragraph of this Section 1) or the policy of the Securities and Exchange Commission (the “Commission”), the Company shall prepare and, not later than 60 45 days (such 60th 45th day being a “Filing Deadline”"FILING DEADLINE") after the date on which the Initial Purchasers purchase the Initial Securities pursuant to the Purchase Agreement (the “Closing Date”"CLOSING DATe"), file with the Securities and Exchange Commission (the "COMMISSION") a registration statement (the “Exchange Offer Registration Statement”"EXCHANGE OFFER REGISTRATION STATEMENT") on an appropriate form under the Securities Act of 1933, as amended (the “Securities Act”"SECURITIES ACT"), with respect to a proposed offer (the “Registered Exchange Offer”"REGISTERED EXCHANGE OFFER") to the Holders of Transfer Restricted Securities (as defined in Section 6 hereof), who are not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Initial Securities, a like aggregate principal amount of debt securities of the Company issued under the MortgageIndenture, identical in all material respects to the Initial Securities (other than with respect to transfer restrictions) and registered under the Securities Act (the “Exchange Securities”"EXCHANGE SECURITIES"); provided that if, due to events arising out of the March 14, 2002 indictment of Xxxxxx Xxxxxxxx LLP ("XXXXXX XXXXXXXX"), the Company's independent public accountants, by the U.S government, (a) Xxxxxx Xxxxxxxx becomes unable to issue consents in connection with the inclusion in registration statements of financial statements audited by it or (b) the Commission ceases to accept financial statements audited by Xxxxxx Xxxxxxxx (any event set forth in either clause (a) or (b) of this proviso, an "ACCOUNTING EVENT") on or prior to the expiration of such 45-day period, such period shall be increased to 105 days (such 105th day being a Filing Deadline). The Company shall use its reasonable best efforts to to: (i) cause such Exchange Offer Registration Statement to become effective under the Securities Act within 200 180 days after the Closing Date Date, provided, that upon the occurrence of an Accounting Event on or prior to the expiration of such 180-day period, such period shall be increased to 240 days (such 200th day 180th or 240th day, as the case may be, being an “Effectiveness Deadline”) "EFFECTIVENESS DEADLINE"); and (ii) keep the Exchange Offer Registration Statement effective for not less than 30 days (or longer, if required by applicable law) after the date notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “Exchange Offer Registration Period”"EXCHANGE OFFER REGISTRATION PERIOD"). If the Company commences the Registered Exchange Offer, the Company (i) will be entitled to consummate the Registered Exchange Offer 30 days after such commencement (provided that the Company has accepted all the Initial Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer) and (ii) will be required to consummate the Registered Exchange Offer no later than 40 days after the date on which the Exchange Offer Registration Statement is declared effective (such 40th day being the “Consummation Deadline”"CONSUMMATION DEADLINE"). Following the declaration of the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities electing to exchange the Initial Securities for Exchange Securities (assuming that such Holder is not an affiliate of the Company within the meaning of the Securities Act, acquires the Exchange Securities in the ordinary course of such Holder’s 's business and has no arrangements with any person to participate in the distribution of the Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States. The Company acknowledges that, pursuant to current interpretations by the Commission’s 's staff of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom, (i) each Holder which is a broker-dealer electing to exchange Initial Securities, acquired for its own account as a result of market making activities or other trading activities, for Exchange Securities (an “Exchanging Dealer”"EXCHANGING DEALER"), is required to deliver a prospectus containing the information set forth in (a) Annex A hereto on the cover, (b) Annex B hereto in the “"Exchange Offer Procedures” " section and the “"Purpose of the Exchange Offer” " section, and (c) Annex C hereto in the “"Plan of Distribution” " section of such prospectus in connection with a sale of any such Exchange Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) the an Initial Purchasers Purchaser that elect elects to sell Securities (as defined below) acquired in exchange for Initial Securities constituting any portion of an unsold allotment, are is required to deliver a prospectus containing the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale. The Company shall use its reasonable best efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the prospectus contained therein, in order to permit such prospectus to be lawfully delivered by all persons subject to the prospectus delivery requirements of the Securities Act for such period of time as such persons must comply with such requirements in order to resell the Exchange Securities; provided, however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or either of the an Initial PurchasersPurchaser, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers and the Initial Purchasers have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Company shall make such prospectus and any amendment or supplement thereto available to any broker-dealer for use in connection with any resale of any Exchange Securities for a period of not less than 180 180-days after the consummation of the Registered Exchange Offer. If, upon consummation of the Registered Exchange Offer, either of the any Initial Purchasers Purchaser holds Initial Securities acquired by it as part of its initial distribution, the Company, simultaneously with the delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and deliver to such Initial Purchaser upon the written request of such Initial Purchaser, in exchange (the “Private Exchange”"PRIVATE EXCHANGE") for the Initial Securities held by such Initial Purchaser, a like principal amount of debt securities of the Company issued under the Mortgage Indenture and identical in all material respects to the Initial Securities (including with respect to transfer restrictions) (the “Private Exchange Securities”"PRIVATE EXCHANGE SECURITIES"). The Initial Securities, the Exchange Securities and the Private Exchange Securities are herein collectively called the “"Securities.” ". In connection with the Registered Exchange Offer, the Company shall:

Registered Exchange Offer. Unless not permitted by applicable law (after the Company has complied with the ultimate paragraph of this Section 1) or the policy of the Securities and Exchange Commission (the “Commission”), the The Company shall prepare and, not later than 60 120 days (such 60th day being a “Filing Deadline”) after following the date on which of original issuance of the Initial Purchasers purchase the Initial Securities pursuant to the Purchase Agreement (the “Closing "Issue Date”"), shall file with the Commission a registration statement (the “"Exchange Offer Registration Statement”") on an appropriate form under the Securities Act of 1933, as amended (the “Securities Act”), with respect to a proposed offer (the “"Registered Exchange Offer”") to the Holders of Transfer Restricted Securities (as defined in Section 6 hereof), who are not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Initial Securities, a like aggregate principal amount of debt securities of the Company issued under (the Mortgage, "Exchange Securities") identical in all material respects to the Initial Securities and registered under Securities, except for the Securities Act (transfer restrictions relating to the “Exchange Securities”). The Company , shall use its reasonable best efforts to (i) cause such the Exchange Offer Registration Statement to become effective under the Securities Act within 200 no later than 240 days after the Closing Issue Date (such 200th day being an “Effectiveness Deadline”) and (ii) to cause the Registered Exchange Offer to be consummated no later than 270 days after the Issue Date, and shall keep the Exchange Offer Registration Statement effective for not less than 30 days (or longer, if required by applicable law) after the date notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “"Exchange Offer Registration Period”"). If The Exchange Securities and the Company commences the Registered Private Exchange OfferSecurities (as defined below, the Company (iif any) will be entitled to consummate issued under the Registered Indenture or an indenture (the "Exchange Offer 30 days after such commencement (provided that Securities Indenture") between the Company has accepted and the Trustee or such other bank or trust company reasonably satisfactory to you, as trustee (the "Exchange Securities Trustee"), such indenture to be identical in all material respects to the Initial Indenture except for the transfer restrictions relating to the Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer) and (ii) will be required to consummate the Registered Exchange Offer no later than 40 days after the date on which the Exchange Offer Registration Statement is declared effective (such 40th day being the “Consummation Deadline”as described above). Following the declaration of Upon the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities electing to exchange the Initial Securities for Exchange Securities (assuming that such Holder (a) is not (i) an affiliate of the Company within the meaning of the Securities ActAct or (ii) an Exchanging Dealer (as defined below) not complying with the requirements of the next sentence, (b) is not an Initial Purchaser with Securities that have the status of an unsold allotment in an initial distribution, (c) acquires the Exchange Securities in the ordinary course of such Holder’s 's business and (d) has no arrangements or understandings with any person to participate in the distribution of the Exchange Securities Securities) and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States. The Company acknowledges Company, the Initial Purchasers and each Exchanging Dealer (as defined below) acknowledge that, pursuant to current interpretations by the Commission’s 's staff of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom, (i) each Holder which is a broker-dealer electing to exchange Initial Securities, acquired for its own account as a result of market making activities or other trading activities, for Exchange Securities (an “"Exchanging Dealer”"), is required to deliver a prospectus containing the information set forth in (a) Annex A hereto on the cover, (b) in Annex B hereto in the “"Exchange Offer Procedures” " section and the “"Purpose of the Exchange Offer” " section, and (c) in Annex C hereto in the “"Plan of Distribution” " section of such prospectus in connection with a sale of any such Exchange Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) the if any Initial Purchasers that elect Purchaser elects to sell Private Exchange Securities (as defined below) acquired in exchange for Initial Securities constituting any portion of an unsold allotment, are allotment it is required to deliver a prospectus containing the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such a sale. The Company shall use its reasonable best efforts If, prior to keep the Exchange Offer Registration Statement effective and to amend and supplement the prospectus contained therein, in order to permit such prospectus to be lawfully delivered by all persons subject to the prospectus delivery requirements of the Securities Act for such period of time as such persons must comply with such requirements in order to resell the Exchange Securities; provided, however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or either of the Initial Purchasers, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers and the Initial Purchasers have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Company shall make such prospectus and any amendment or supplement thereto available to any broker-dealer for use in connection with any resale of any Exchange Securities for a period of not less than 180 days after the consummation of the Registered Exchange Offer. If, upon consummation any Holder holds any Securities acquired by it that have, or that are reasonably likely to be determined to have, the status of an unsold allotment in the initial distribution of the Securities, or any Holder is not entitled to participate in the Registered Exchange Offer, either the Company shall, upon the request of the Initial Purchasers holds Initial Securities acquired by it as part of its initial distribution, the Companyany such Holder, simultaneously with the delivery of the Exchange Securities pursuant to in the Registered Exchange Offer, shall issue and deliver to any such Initial Purchaser upon the written request of such Initial PurchaserHolder, in exchange (the “Private Exchange”) for the Initial Securities held by such Initial PurchaserHolder (the "Private Exchange"), a like principal amount of debt securities of the Company issued under (the Mortgage and "Private Exchange Securities") that are identical in all material respects to the Initial Securities (Exchange Securities, except for the “transfer restrictions relating to such Private Exchange Securities”). The Initial Private Exchange Securities will be issued under the same indenture as the Exchange Securities, and the Exchange Securities and Company shall use its reasonable best efforts to cause the Private Exchange Securities are herein collectively called to bear the “same CUSIP number as the Exchange Securities.” . In connection with the Registered Exchange Offer, the Company shall:

Registered Exchange Offer. Unless not permitted by applicable law (after the Company has Issuers have complied with the ultimate paragraph of this Section 1) or the policy of the Securities and Exchange Commission (the “Commission”), the Company Issuers shall prepare and, not later than 60 90 days (such 60th 90th day being a “Filing Deadline”"FILING DEADLINE") after the date on which the Initial Purchasers purchase the Initial Securities pursuant to the Purchase Agreement (the “Closing Date”"CLOSING DATE"), file with the Securities and Exchange Commission (the "Commission") a registration statement (the “Exchange Offer Registration Statement”"EXCHANGE OFFER REGISTRATION STATEMENT") on an appropriate form under the Securities Act of 1933, as amended (the “Securities Act”"SECURITIES ACT"), with respect to a proposed offer (the “Registered Exchange Offer”"REGISTERED EXCHANGE OFFER") to the Holders of Transfer Restricted Securities (as defined in Section 6 hereof), who are not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Initial Securities, a like aggregate principal amount of debt securities of the Company Issuers issued under the MortgageIndenture, identical in all material respects to the Initial Securities and registered under the Securities Act (the “Exchange Securities”"EXCHANGE SECURITIES"). The Company Issuers shall use its all commercially reasonable best efforts to (i) cause such Exchange Offer Registration Statement to become effective under the Securities Act within 200 150 days after the Closing Date (such 200th 150th day being an “Effectiveness Deadline”"EFFECTIVENESS DEADLINE") and (ii) keep the Exchange Offer Registration Statement effective for not less than 30 days (or longer, if required by applicable law) after the date notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “Exchange Offer Registration Period”)Holders. If the Company commences Issuers commence the Registered Exchange Offer, the Company (i) will be entitled Issuers shall use all commercially reasonable efforts to consummate issue on or prior to 30 business days, or longer, if required by the Registered Exchange Offer 30 days after such commencement (provided that the Company has accepted all the Initial Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer) and (ii) will be required to consummate the Registered Exchange Offer no later than 40 days federal securities laws, after the date on which the Exchange Offer Registration Statement is was declared effective (such 40th day being by the “Consummation Deadline”)Commission, Exchange Securities in exchange for all notes tendered prior thereto in the Registered Exchange Offer. Following the declaration of the effectiveness of the Exchange Offer Registration Statement, the Company Issuers shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities electing to exchange the Initial Securities for Exchange Securities (assuming that such Holder is not an affiliate of any of the Company Issuers within the meaning of the Securities Act, acquires the Exchange Securities in the ordinary course of such Holder’s 's business and has no arrangements with any person to participate in the distribution of the Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States. The Company acknowledges Issuers acknowledge that, pursuant to current interpretations by the Commission’s 's staff of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom, (i) each Holder which is a broker-dealer electing to exchange Initial Securities, acquired for its own account as a result of market making activities or other trading activities, for Exchange Securities (an “Exchanging Dealer”"EXCHANGING DEALER"), is required to deliver a prospectus containing the information set forth in (a) Annex A hereto on the cover, (b) Annex B hereto in the “"Exchange Offer Procedures” " section and the “"Purpose of the Exchange Offer” " section, and (c) Annex C hereto in the “"Plan of Distribution” " section of such prospectus in connection with a sale of any such Exchange Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) the any Initial Purchasers Purchaser that elect elects to sell Securities (as defined below) acquired in exchange for Initial Securities constituting any portion of an unsold allotment, are is required to deliver a prospectus containing the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale. The Company Issuers shall use its all commercially reasonable best efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the prospectus contained therein, in order to permit such prospectus to be lawfully delivered by all persons subject to the prospectus delivery requirements of the Securities Act for such period of time as such persons must comply with such requirements in order to resell the Exchange Securities; providedPROVIDED, howeverHOWEVER, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or either of the Initial Purchasers, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers and the Initial Purchasers have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Company Issuers shall make such prospectus and any amendment or supplement thereto available to any broker-dealer for use in connection with any resale of any Exchange Securities for a period of not less than 180 days after the consummation of the Registered Exchange Offer. If, upon consummation of the Registered Exchange Offer, either of the any Initial Purchasers Purchaser holds Initial Securities acquired by it as part of its initial distribution, the CompanyIssuers, simultaneously with the delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and deliver to such Initial Purchaser upon the its written request of such Initial Purchaserrequest, in exchange (the “Private Exchange”"PRIVATE EXCHANGE") for the Initial Securities held by such Initial Purchaser, a like principal amount of debt securities of the Company issued under the Mortgage Indenture and identical in all material respects to the Initial Securities (the “"Private Exchange Securities”EXCHANGE SECURITIES"). The Initial Securities, the Exchange Securities and the Private Exchange Securities are herein collectively called the “Securities.” "SECURITIES". In connection with the Registered Exchange Offer, the Company Issuers shall:

Registered Exchange Offer. Unless not permitted by applicable law (after the Company has complied with the ultimate paragraph of this Section 1) or the policy of the Securities and Exchange Commission (the “Commission”), the Company shall prepare and, not later than 60 75 days (such 60th 75th day being a “Filing Deadline”"FILING DEADLINE") after the date on which the Initial Purchasers purchase the Initial Securities pursuant to the Purchase Agreement (the “Closing Date”"CLOSING DATe"), file with the Securities and Exchange Commission (the "COMMISSION") a registration statement (the “Exchange Offer Registration Statement”"EXCHANGE OFFER REGISTRATION STATEMENT") on an appropriate form under the Securities Act of 1933, as amended (the “Securities Act”"SECURITIES ACT"), with respect to a proposed offer (the “Registered Exchange Offer”"REGISTERED EXCHANGE OFFER") to the Holders of Transfer Restricted Securities (as defined in Section 6 hereof), who are not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Initial Securities, a like aggregate principal amount of debt securities of the Company issued under the MortgageIndenture, identical in all material respects to the Initial Securities and registered under the Securities Act (the “Exchange Securities”"EXCHANGE SECURITIES"). The Company shall use its commercially reasonable best efforts to (i) cause such Exchange Offer Registration Statement to become effective under the Securities Act within 200 140 days after the Closing Date (such 200th 140th day being an “Effectiveness Deadline”"EFFECTIVENESS DEADLINE") and (ii) keep the Exchange Offer Registration Statement effective for not less than 30 days (or longer, if required by applicable law) after the date notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “Exchange Offer Registration Period”"EXCHANGE OFFER REGISTRATION PERIOD"). If the Company commences the Registered Exchange Offer, the Company (i) will be entitled to consummate the Registered Exchange Offer 30 days after such commencement (provided that the Company has accepted all the Initial Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer) and (ii) will be required to consummate the Registered Exchange Offer no later than 40 days after the date on which the Exchange Offer Registration Statement is declared effective (such 40th day being the “Consummation Deadline”"CONSUMMATION DEADLINE"). Following the declaration of the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities electing to exchange the Initial Securities for Exchange Securities (assuming that such Holder is not an affiliate of the Company within the meaning of the Securities Act, acquires the Exchange Securities in the ordinary course of such Holder’s 's business and has no arrangements with any person to participate in the distribution of the Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States. The Company acknowledges that, pursuant to current interpretations by the Commission’s 's staff of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom, (i) each Holder which is a broker-dealer electing to exchange Initial Securities, acquired for its own account as a result of market making activities or other trading activities, for Exchange Securities (an “Exchanging Dealer”"EXCHANGING DEALER"), is required to deliver a prospectus containing the information set forth in (a) Annex A hereto on the cover, (b) Annex B hereto in the “"Exchange Offer Procedures” " section and the “"Purpose of the Exchange Offer” " section, and (c) Annex C hereto in the “"Plan of Distribution” " section of such prospectus in connection with a sale of any such Exchange Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) the an Initial Purchasers Purchaser that elect elects to sell Securities (as defined below) acquired in exchange for Initial Securities constituting any portion of an unsold allotment, are is required to deliver a prospectus containing the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale. The Company shall use its commercially reasonable best efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the prospectus contained therein, in order to permit such prospectus to be lawfully delivered by all persons subject to the prospectus delivery requirements of the Securities Act for such period of time as such persons must comply with such requirements in order to resell the Exchange Securities; provided, however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or either of the an Initial PurchasersPurchaser, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers and the Initial Purchasers have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Company shall make such prospectus and any amendment or supplement thereto available to any broker-dealer for use in connection with any resale of any Exchange Securities for a period of not less than 180 180-days after the consummation of the Registered Exchange Offer. If, upon consummation of the Registered Exchange Offer, either of the any Initial Purchasers Purchaser holds Initial Securities acquired by it as part of its initial distribution, the Company, simultaneously with the delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and deliver to such Initial Purchaser upon the written request of such Initial Purchaser, in exchange (the “"Private Exchange”") for the Initial Securities held by such Initial Purchaser, a like principal amount of debt securities of the Company issued under the Mortgage Indenture and identical in all material respects to the Initial Securities (the “"Private Exchange Securities”"). The Initial Securities, the Exchange Securities and the Private Exchange Securities are herein collectively called the “"Securities.” ". In connection with the Registered Exchange Offer, the Company shall:

Registered Exchange Offer. Unless not permitted by applicable law (after the Company has complied with the ultimate paragraph of this Section 1) or the policy of the Securities and Exchange Commission (the “Commission”)law, the Company shall prepare and, not later than 60 days (such 60th day being a “Filing Deadline”"FILING DEADLINE") after the date on which the Initial Purchasers purchase Purchaser purchases the Initial Securities pursuant to the Purchase Agreement (the “Closing Date”"CLOSING DATE"), file with the Securities and Exchange Commission (the "COMMISSION") a registration statement (the “Exchange Offer Registration Statement”"EXCHANGE OFFER REGISTRATION STATEMENT") on an appropriate form under the Securities Act of 1933, as amended (the “Securities Act”"SECURITIES ACT"), with respect to a proposed offer (the “Registered Exchange Offer”"REGISTERED EXCHANGE OFFER") to the Holders of Transfer Restricted Securities (as defined in Section 6 hereof), who are not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Initial Securities, a like aggregate principal amount of debt securities of the Company issued under the MortgageIndenture, identical in all material respects to the Initial Securities and registered under the Securities Act (the “Exchange Securities”"EXCHANGE SECURITIES"). The Company shall use its reasonable best efforts to (i) cause such Exchange Offer Registration Statement to become effective under the Securities Act as soon as practicable and in any event within 200 120 days after the Closing Date (such 200th 120th day being an “Effectiveness Deadline”"EFFECTIVENESS DEADLINE") and (ii) keep the Exchange Offer Registration Statement effective for not less than 30 days (or longer, if required by applicable law) after the date notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “Exchange Offer Registration Period”"EXCHANGE OFFER REGISTRATION PERIOD"). If the Company commences the Registered Exchange Offer, the Company (i) will be entitled to consummate the Registered Exchange Offer 30 days after such commencement (provided that the Company has accepted all the Initial Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer) and (ii) will be required to consummate the Registered Exchange Offer no later than 40 days after the date on which the Exchange Offer Registration Statement is declared effective (such 40th day being the “Consummation Deadline”"CONSUMMATION DEADLINE"). Following the declaration of the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities electing to exchange the Initial Securities for Exchange Securities (assuming that such Holder is not an affiliate of the Company within the meaning of the Securities Act, acquires the Exchange Securities in the ordinary course of such Holder’s 's business and has no arrangements with any person to participate in the distribution of the Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States. The Company acknowledges Company, the Initial Purchaser and each Exchanging Dealer (as defined herein) acknowledge that, pursuant to current interpretations by the Commission’s 's staff of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom, (i) each Holder which that is a broker-dealer electing to exchange Initial Securities, acquired for its own account as a result of market making activities or other trading activities, for Exchange Securities (an “Exchanging Dealer”"EXCHANGING DEALER"), is required to deliver a prospectus containing the information set forth in (a) Annex A hereto on the cover, (b) Annex B hereto in the “"Exchange Offer Procedures” " section and the “"Purpose of the Exchange Offer” " section, and (c) Annex C hereto in the “"Plan of Distribution” " section of such prospectus in connection with a sale of any such Exchange Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) if the Initial Purchasers that elect Purchaser elects to sell Securities (as defined below) acquired in exchange for Initial Securities constituting any portion of an unsold allotment, are it is required to deliver a prospectus containing the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale. The Company shall use its reasonable best efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the prospectus contained therein, in order to permit such prospectus to be lawfully delivered by all persons subject to the prospectus delivery requirements of the Securities Act for such period of time as such persons must comply with such requirements in order to resell the Exchange Securities; provided, however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or either of the Initial PurchasersPurchaser, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers and the Initial Purchasers Purchaser have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Company shall make such prospectus and any amendment or supplement thereto available to any broker-dealer for use in connection with any resale of any Exchange Securities for a period of not less than 180 days after the consummation of the Registered Exchange Offer. If, upon consummation of the Registered Exchange Offer, either of the Initial Purchasers Purchaser holds Initial Securities acquired by it as part of its initial distribution, the Company, simultaneously with the delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and deliver to such the Initial Purchaser upon the written request of such the Initial Purchaser, in exchange (the “Private Exchange”"PRIVATE EXCHANGE") for the Initial Securities held by such the Initial Purchaser, a like principal amount of debt securities of the Company issued under the Mortgage Indenture and identical in all material respects to the Initial Securities (the “Private Exchange Securities”"PRIVATE EXCHANGE SECURITIES"). The Initial Securities, the Exchange Securities and the Private Exchange Securities are herein collectively called the “Securities.” "SECURITIES". In connection with the Registered Exchange Offer, the Company shall:

Registered Exchange Offer. Unless not permitted by applicable law (after the The Company has complied with the ultimate paragraph of this Section 1) or the policy of the Securities and Exchange Commission (the “Commission”)shall, the Company shall at its own cost, prepare and, not later than 60 days after (such or if the 60th day being is not a “Filing Deadline”business day, the first business day thereafter) after the date on which the Initial Purchasers purchase of original issue of the Initial Securities pursuant to the Purchase Agreement (the “Closing Date”"ISSUE DATE"), file with the Securities and Exchange Commission (the "COMMISSION") a registration statement (the “Exchange Offer Registration Statement”"EXCHANGE OFFER REGISTRATION STATEMENT") on an appropriate form under the Securities Act of 1933, as amended 1933 (the “Securities Act”"SECURITIES ACT"), with respect to a proposed offer (the “Registered Exchange Offer”"REGISTERED EXCHANGE OFFER") to the Holders of Transfer Restricted Securities (as defined in Section 6 7 hereof), who are not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Initial Securities, a like aggregate principal amount of debt securities of (the Company "EXCHANGE SECURITIES") issued by Fairxxxxx xxx guaranteed by the Guarantors under the Mortgage, Indenture and identical in all material respects to the Initial Securities (except for the transfer restrictions relating to the Initial Securities and the provisions relating to the matters described in Section 6 hereof) that would be registered under the Securities Act (the “Exchange Securities”)Act. The Company shall use its reasonable best efforts to (i) cause such Exchange Offer Registration Statement to become effective under the Securities Act within 200 150 days (or if the 150th day is not a business day, the first business day thereafter) after the Closing Issue Date (such 200th day being an “Effectiveness Deadline”) of the Initial Securities and (ii) shall keep the Exchange Offer Registration Statement 2 effective for not less than 30 days (or longer, if required by applicable law) after the date notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “Exchange Offer Registration Period”"EXCHANGE OFFER REGISTRATION PERIOD"). If the Company commences effects the Registered Exchange Offer, the Company (i) will be entitled to consummate close the Registered Exchange Offer 30 days after such the commencement (thereof provided that the Company has accepted all the Initial Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer) and (ii) will be required to consummate the Registered Exchange Offer no later than 40 days after the date on which the Exchange Offer Registration Statement is declared effective (such 40th day being the “Consummation Deadline”). Following the declaration of the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities (as defined in Section 6 hereof) electing to exchange the Initial Securities for Exchange Securities (assuming that such Holder is not an affiliate of the Company within the meaning of the Securities Act, acquires the Exchange Securities in the ordinary course of such Holder’s 's business and has no arrangements with any person to participate in the distribution of the Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States. The Company acknowledges that, pursuant to current interpretations by the Commission’s 's staff of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom, (i) each Holder which is a broker-dealer electing to exchange Initial Securities, acquired for its own account as a result of market making activities or other trading activities, for Exchange Securities (an “Exchanging Dealer”"EXCHANGING DEALER"), is required to deliver a prospectus containing the information set forth in (a) Annex A hereto on the cover, (b) Annex B hereto in the “"Exchange Offer Procedures” " section and the “"Purpose of the Exchange Offer” " section, and (c) Annex C hereto in the “"Plan of Distribution” " section of such prospectus in connection with a sale of any such Exchange Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) the an Initial Purchasers Purchaser that elect elects to sell Securities (as defined below) acquired in exchange for Initial Securities constituting any portion of an unsold allotment, are allotment is required to deliver a prospectus containing the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale. The Company shall use its reasonable best efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the prospectus contained therein, in order to permit such prospectus to be lawfully delivered by all persons subject to the prospectus delivery requirements of the Securities Act for such period of time as such persons must comply with such requirements in order to resell the Exchange Securities; providedPROVIDED, howeverHOWEVER, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or either of the an Initial PurchasersPurchaser, such period shall be the lesser of 180 days after the expiration date of the Registered Exchange Offer and the date on which all Exchanging Dealers and the Initial Purchasers have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Company shall make such prospectus and any amendment or supplement thereto available to any broker-dealer for use in connection with any resale of any Exchange Securities for a period of not less than 180 90 days after the consummation of the Registered Exchange Offer. If, upon consummation of the Registered Exchange Offer, either of the any Initial Purchasers Purchaser holds Initial Securities acquired by it as part of its initial distribution, the Company, simultaneously with the delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and deliver to such Initial Purchaser upon the written request of such Initial Purchaser, in exchange (each, a "PRIVATE EXCHANGE" and collectively, the “Private Exchange”"PRIVATE EXCHANGES") for the Initial Securities held by such Initial Purchaser, a like principal amount of debt securities of issued by Fairxxxxx xxx guaranteed by the Company issued Guarantors under the Mortgage Indenture and identical in all material respects to (including the Initial Securities (the “Private Exchange Securities”). The Initial Securities, the Exchange Securities and the Private Exchange Securities are herein collectively called the “Securities.” In connection with the Registered Exchange Offer, the Company shall:existence of restrictions on transfer under the

Registered Exchange Offer. Unless not permitted by applicable law (after the Company has complied with the ultimate paragraph of this Section 1) or the policy of the Securities and Exchange Commission (the “Commission”), the Company shall shall, at its own cost, prepare and, not later than 60 90 days (such 60th 90th day being a “"Filing Deadline”") after the date on which the Initial Purchasers purchase the Initial Securities pursuant to the Purchase Agreement (the “"Closing Date”"), file with the Securities and Exchange Commission (the "Commission") a registration statement (the “"Exchange Offer Registration Statement”") on an appropriate form under the Securities Act of 1933, as amended (the “"Securities Act”"), with respect to a proposed offer (the “"Registered Exchange Offer”") to the Holders of Transfer Restricted Securities (as defined in Section 6 hereof), who are not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Initial Securities, a like aggregate principal amount of debt securities of the Company issued under the MortgageIndenture, identical in all material respects to the Initial Securities (except for the transfer restrictions relating to the Initial Securities and the provisions relating to the matters described in Section 6 hereof) that would be registered under the Securities Act (the “"Exchange Securities”"). The Company shall use its reasonable best efforts to (i) cause such Exchange Offer Registration Statement to become effective under the Securities Act within 200 150 days after the Closing Date (such 200th 150th day being an “"Effectiveness Deadline”") and (ii) keep the Exchange Offer Registration Statement effective for not less than 30 days (or longer, if required by applicable law) after the date notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “"Exchange Offer Registration Period”"). If the Company commences the Registered Exchange Offer, the Company (i) will be entitled to consummate the Registered Exchange Offer 30 days after such commencement (provided that the Company has accepted all the Initial Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer) and (ii) will be required to consummate the Registered Exchange Offer no later than 40 days after the date on which the Exchange Offer Registration Statement is declared effective (such 40th day being the “"Consummation Deadline”"). Following the declaration of the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities electing to exchange the Initial Securities for Exchange Securities (assuming that such Holder is not an affiliate of the Company within the meaning of the Securities Act, acquires the Exchange Securities in the ordinary course of such Holder’s Xxxxxx's business and has no arrangements with any person to participate in the distribution of the Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States. The Company acknowledges that, pursuant to current interpretations by the Commission’s 's staff of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom, (i) each Holder which is a broker-dealer electing to exchange Initial Securities, acquired for its own account as a result of market making activities or other trading activities, for Exchange Securities (an “"Exchanging Dealer”"), is required in connection with any resale of such Exchange Securities to deliver a prospectus containing the information set forth in (a) Annex A hereto on the cover, (b) Annex B hereto in the “"Exchange Offer Procedures” " section and the “"Purpose of the Exchange Offer” " section, and (c) Annex C hereto in the “"Plan of Distribution” " section of such prospectus in connection with a sale of any such Exchange Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) the an Initial Purchasers Purchaser that elect elects to sell Securities (as defined below) acquired in exchange for Initial Securities constituting any portion of an unsold allotment, are is required to deliver a prospectus containing the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale. The Company shall use its reasonable best efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the prospectus contained therein, in order to permit such prospectus to be lawfully delivered by all persons subject to the prospectus delivery requirements of the Securities Act for such period of time as such persons must comply with such requirements in order to resell the Exchange Securities; provided, however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or either of the an Initial PurchasersPurchaser, such period shall be the lesser of 180 90 days after the consummation of the Registered Exchange Offer and the date on which all Exchanging Dealers and the Initial Purchasers have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Company shall make such prospectus and any amendment or supplement thereto available to any broker-dealer for use in connection with any resale of any Exchange Securities for a period of not less than 180 90 days after the consummation of the Registered Exchange Offer. If, upon consummation of the Registered Exchange Offer, either of the any Initial Purchasers Purchaser holds Initial Securities acquired by it as part of its initial distribution, the Company, simultaneously with the delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and deliver to such Initial Purchaser upon the written request of such Initial Purchaser, in exchange (the “a "Private Exchange”") for the Initial Securities held by such Initial Purchaser, a like principal amount of debt securities of issued by the Company issued under the Mortgage Indenture and guaranteed by the Guarantors and identical in all material respects (including the existence of restrictions on transfer under the Securities Act and the securities laws of the several states of the United States, but excluding provisions relating to the matters described in Section 6 hereof) to the Initial Securities (the “"Private Exchange Securities”"). The Initial Securities, the Exchange Securities and the Private Exchange Securities are herein collectively called the “"Securities.” ". In connection with the Registered Exchange Offer, the Company shall:

Registered Exchange Offer. Unless not permitted by applicable law (after the Company has complied with the ultimate paragraph of this Section 1) or ), the policy of Company shall prepare and file with the Securities and Exchange Commission (the “Commission”), the Company shall prepare and, not later than 60 days (such 60th day being a “Filing Deadline”) after the date on which the Initial Purchasers purchase the Initial Securities pursuant to the Purchase Agreement (the “Closing Date”), file with the Commission a registration statement (the “Exchange Offer Registration Statement”) on an appropriate form under the Securities Act of 1933, as amended (the “Securities Act”), with respect to a proposed offer (the “Registered Exchange Offer”) to the Holders of Transfer Restricted Securities (as defined in Section 6 hereof), who are not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Initial Securities2031 Notes and the Initial 2051 Notes, as applicable, a like aggregate principal amount of debt securities of the Company issued under the MortgageIndenture, substantially identical in all material respects to the Initial Securities 2031 Notes and the Initial 2051 Notes, as applicable, and registered under the Securities Act (together, the “Exchange Securities”). The Company shall use its reasonable best efforts to (i) cause such the Exchange Offer Registration Statement to become effective under the Securities Act within 200 365 days after the Closing Date (such 200th 365th day being an “Effectiveness Deadline”) after the date on which the Initial Purchasers purchase the Initial Securities pursuant to the Purchase Agreement (the “Closing Date”) and (ii) will keep the Exchange Offer Registration Statement effective for not less than 30 days (or longer, if required by applicable law) after the date notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “Exchange Offer Registration Period”). If the Company commences the Registered Exchange Offer, the Company (i) will be entitled to consummate the Registered Exchange Offer 30 days after such commencement (provided that the Company has accepted all the Initial Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer) and (ii) will be required to consummate the Registered Exchange Offer no later than 40 days after the date on which the Exchange Offer Registration Statement is declared effective (such 40th day being the “Consummation Deadline”). Following the declaration of the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such the Registered Exchange Offer to enable each Holder of Transfer Restricted Securities electing to exchange its Initial 2031 Notes or Initial 2051 Notes for the Initial Securities for applicable amount and series of Exchange Securities (assuming that such Holder is not an affiliate of the Company within the meaning of the Securities Act, acquires the Exchange Securities in the ordinary course of such HolderXxxxxx’s business and has no arrangements or understanding with any person to participate in the distribution of the Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United StatesAct. The Company acknowledges that, pursuant to current interpretations by the Commission’s staff of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom, (i) each Holder which that is a broker-dealer electing to exchange Initial Securities, acquired for its own account as a result of market making activities or other trading activities, for the applicable series of Exchange Securities (an “Exchanging Dealer”), is required to deliver a prospectus containing the information set forth in (a) Annex A hereto on the cover, (b) Annex B hereto in the “The Exchange Offer ProceduresOffer” section and the “Purpose of the Exchange Offer” section, and (c) Annex C hereto in the “Plan of Distribution” section of such prospectus in connection with a sale of any such Exchange Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) the an Initial Purchasers Purchaser that elect elects to sell Securities (as defined below) acquired in exchange for Initial Securities constituting any portion of an unsold allotment, are is required to deliver a prospectus containing the information required by Items 507 or 508 508, as applicable, of Regulation S-K under the Securities Act, as applicable, Act in connection with such sale. The Company shall use its reasonable best efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the prospectus contained therein, in order to permit such prospectus to be lawfully delivered by all persons subject to the prospectus delivery requirements of the Securities Act for such period of time as such persons must comply with such requirements in order to resell the Exchange Securities; provided, however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or either of the an Initial PurchasersPurchaser, such period shall be the lesser of 180 120 days and the date on which all Exchanging Dealers and the Initial Purchasers have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Company shall make such prospectus and any amendment or supplement thereto available to any broker-dealer for use in connection with any resale of any Exchange Securities for a period of not less than 180 120 days after the consummation of the Registered Exchange Offer. If, upon consummation of the Registered Exchange Offer, either of the any Initial Purchasers Purchaser holds Initial Securities acquired by it as part of its initial distribution, the Company, simultaneously with the delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and deliver to such Initial Purchaser upon the written request of such Initial Purchaser, in exchange (the “Private Exchange”) for the Initial Securities 2031 Notes and the Initial 2051 Notes held by such Initial Purchaser, a like principal amount of debt securities of such series of the Company issued under the Mortgage Indenture and substantially identical in all material respects to the Initial Securities 2031 Notes and the Initial 2051 Notes, as applicable (together, the “Private Exchange Securities”). The Initial Securities, the Exchange Securities and the Private Exchange Securities are herein collectively called the “Securities.” ”. In connection with the Registered Exchange Offer, the Company shall:

Registered Exchange Offer. Unless not permitted by applicable law (after the Company has complied with the ultimate paragraph of this Section 1) or the policy of the Securities and Exchange Commission (the “Commission”), the The Company shall (i) prepare and, not later than 60 days (such 60th day being a “Filing Deadline”) after the date on which the Initial Purchasers purchase the Initial Securities pursuant to the Purchase Agreement (the “Closing Date”)September 30, 2003, file with the Commission a registration statement (the “Exchange Offer Registration Statement”) on an appropriate form under the Securities Act of 1933, as amended (the “Securities Act”), with respect to a proposed offer to the Holders of the Securities (the “Registered Exchange Offer”) to the Holders of Transfer Restricted Securities (as defined in Section 6 hereof), who are not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Initial Securities, a like aggregate principal amount of debt securities of the Company issued under (the Mortgage, “Exchange Securities”) that are identical in all material respects to the Initial Securities and registered under Securities, except for the Securities Act transfer restrictions relating to the Securities, (the “Exchange Securities”). The Company shall ii) use its reasonable best efforts to (i) cause such the Exchange Offer Registration Statement to become effective under the Securities Act within 200 no later than 150 days after the Closing Date date of original issuance of the Securities (such 200th day being an the “Effectiveness DeadlineIssue Date”) and the Registered Exchange Offer to be consummated no later than 180 days after the Issue Date and (iiiii) keep the Exchange Offer Registration Statement effective for not less than 30 20 business days (or longer, if required by applicable law) after the date on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “Exchange Offer Registration Period”). If The Exchange Securities will be issued under the Indenture or an indenture (the “Exchange Securities Indenture”) between the Company commences and the Registered Exchange Offer, the Company (i) will be entitled Trustee or such other bank or trust company that is reasonably satisfactory to consummate the Registered Exchange Offer 30 days after such commencement (provided that the Company has accepted all the Initial Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer) and Purchaser, as trustee (ii) will be required to consummate the Registered Exchange Offer no later than 40 days after the date on which the Exchange Offer Registration Statement is declared effective (such 40th day being the “Consummation DeadlineExchange Securities Trustee”), such indenture to be identical in all material respects to the Indenture, except for the transfer restrictions relating to the Securities (as described above). Following the declaration of Upon the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities electing to exchange the Initial Securities for Exchange Securities (assuming that such Holder (a) is not an affiliate of the Company within or an Exchanging Dealer (as defined herein) not complying with the meaning requirements of the next sentence, (b) is not an Initial Purchaser holding Securities Actthat have, or that are reasonably likely to have, the status of an unsold allotment in an initial distribution, (c) acquires the Exchange Securities in the ordinary course of such Holder’s business and (d) has no arrangements or understandings with any person to participate in the distribution of the Exchange Securities Securities) and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States. The Company acknowledges Company, the Initial Purchaser and each Exchanging Dealer acknowledge that, pursuant to current interpretations by the Commission’s staff of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom, (i) each Holder which that is a broker-dealer electing to exchange Initial Securities, acquired for its own account as a result of market market-making activities or other trading activities, for Exchange Securities (an “Exchanging Dealer”), is required to deliver a prospectus containing substantially the information set forth in (a) Annex A hereto on the cover, (b) in Annex B hereto in the “Exchange Offer Procedures” section and the “Purpose of the Exchange Offer” section, section and (c) in Annex C hereto in the “Plan of Distribution” section of such prospectus in connection with a sale of any such Exchange Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) the Initial Purchasers that elect Offer. If, prior to sell Securities (as defined below) acquired in exchange for Initial Securities constituting any portion of an unsold allotment, are required to deliver a prospectus containing the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale. The Company shall use its reasonable best efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the prospectus contained therein, in order to permit such prospectus to be lawfully delivered by all persons subject to the prospectus delivery requirements of the Securities Act for such period of time as such persons must comply with such requirements in order to resell the Exchange Securities; provided, however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or either of the Initial Purchasers, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers and the Initial Purchasers have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Company shall make such prospectus and any amendment or supplement thereto available to any broker-dealer for use in connection with any resale of any Exchange Securities for a period of not less than 180 days after the consummation of the Registered Exchange Offer. If, upon consummation any Holder holds any Securities acquired by it that have, or that are reasonably likely to be determined to have, the status of an unsold allotment in an initial distribution, or any Holder is not entitled to participate in the Registered Exchange Offer, either the Company shall, upon the written request of the Initial Purchasers holds Initial Securities acquired by it as part of its initial distribution, the Companyany such Holder, simultaneously with the delivery of the Exchange Securities pursuant to in the Registered Exchange Offer, shall issue and deliver to any such Initial Purchaser upon the written request of such Initial PurchaserHolder, in exchange for the Securities held by such Holder (the “Private Exchange”) for the Initial Securities held by such Initial Purchaser), a like aggregate principal amount of debt securities of the Company issued under (the Mortgage and “Private Exchange Securities”) that are identical in all material respects to the Initial Securities (Exchange Securities, except for the “transfer restrictions relating to such Private Exchange Securities”). The Initial Private Exchange Securities will be issued under the same indenture as the Exchange Securities, and the Exchange Securities and Company shall use its reasonable best efforts to cause the Private Exchange Securities are herein collectively called to bear the “same CUSIP number as the Exchange Securities.” . In connection with the Registered Exchange Offer, the Company shall:

Registered Exchange Offer. Unless not permitted by applicable law (after the Company has complied with the ultimate paragraph of this Section 1) or the policy of the Securities and Exchange Commission (the “Commission”), the The Company shall (i) prepare and, not later than 60 90 calendar days (such 60th day being a “Filing Deadline”) after following the date on which of original issuance of the Initial Purchasers purchase the Initial Securities pursuant to the Purchase Agreement Notes (the “Closing Date”"CLOSING DATE"), use its reasonable best efforts to file with the Commission a registration statement (the “Exchange Offer Registration Statement”"EXCHANGE OFFER REGISTRATION STATEMENT") on an appropriate form under the Securities Act of 1933, as amended (the “Securities Act”), with respect to a proposed offer (the “Registered Exchange Offer”) to the Holders of Transfer Restricted Securities the Notes (as defined in Section 6 hereof), who are not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer, "REGISTERED EXCHANGE OFFER") to issue and deliver to such Holders, in exchange for the Initial SecuritiesNotes, a like aggregate principal amount of debt securities of the Company issued under (the Mortgage, "EXCHANGE NOTES") that have the same aggregate principal amount as the tendered Notes and that are identical in all material respects to the Initial Securities and registered under tendered Notes, except for the Securities Act transfer restrictions relating to the Notes, (the “Exchange Securities”). The Company shall ii) use its reasonable best efforts to (i) cause such the Exchange Offer Registration Statement to become effective under the Securities Act within 200 no later than 180 calendar days after the Closing Date (such 200th day being an “Effectiveness Deadline”) and the Registered Exchange Offer to be consummated no later than 210 calendar days after the Closing Date and (iiiii) keep the Exchange Offer Registration Statement effective for not less than 30 calendar days (or longer, if required by applicable law) after the date on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “Exchange Offer Registration Period”"EXCHANGE OFFER REGISTRATION PERIOD"). If The Exchange Notes will be issued as separate series of debt securities under a supplemental indenture (the "SUPPLEMENTAL INDENTURE") dated as of the date hereof, between the Company commences and The Chase Manhattan Bank (successor to Manufacturers Hanover Trust Company), as trustee (the Registered Exchange Offer"TRUSTEE"). The Supplemental Indenture relates to an indenture dated as of April 10, 1992, as amended on October 13, 1992, between the Company and the Trustee (the "BASE INDENTURE", and as further amended and supplemented by the Supplemental Indenture, the Company (i) will be entitled to consummate the Registered Exchange Offer 30 days after such commencement (provided that the Company has accepted all the Initial Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer) and (ii) will be required to consummate the Registered Exchange Offer no later than 40 days after the date on which the Exchange Offer Registration Statement is declared effective (such 40th day being the “Consummation Deadline”"INDENTURE"). Following the declaration of Upon the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities electing to exchange the Initial Securities Notes for Exchange Securities Notes (assuming that such Holder (a) is not an affiliate of the Company within or a Participating Broker-Dealer (as defined herein) not complying with the meaning requirements of the Securities Actnext sentence, (b) is not an Initial Purchaser holding Notes that have, or that are reasonably likely to have, the status of an unsold allotment in an initial distribution, (c) acquires the Exchange Securities Notes in the ordinary course of such Holder’s 's business and (d) has no arrangements or understandings with any person to participate in the distribution of the Exchange Securities Notes) and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities Notes from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States. The Company acknowledges that, pursuant to current interpretations by the Commission’s staff of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom, (i) each Holder which is a broker-dealer electing to exchange Initial Securities, acquired for its own account as a result of market making activities or other trading activities, for Exchange Securities (an “Exchanging Dealer”), is required to deliver a prospectus containing the information set forth in (a) Annex A hereto on the cover, (b) Annex B hereto in the “Exchange Offer Procedures” section and the “Purpose of the Exchange Offer” section, and (c) Annex C hereto in the “Plan of Distribution” section of such prospectus in connection with a sale of any such Exchange Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) the Initial Purchasers that elect to sell Securities (as defined below) acquired in exchange for Initial Securities constituting any portion of an unsold allotment, are required to deliver a prospectus containing the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale. The Company shall use its reasonable best efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the prospectus contained therein, in order to permit such prospectus to be lawfully delivered by all persons subject to the prospectus delivery requirements of the Securities Act for such period of time as such persons must comply with such requirements in order to resell the Exchange Securities; provided, however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or either of the Initial Purchasers, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers and the Initial Purchasers have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Company shall make such prospectus and any amendment or supplement thereto available to any broker-dealer for use in connection with any resale of any Exchange Securities for a period of not less than 180 days after the consummation of the Registered Exchange Offer. If, upon consummation of the Registered Exchange Offer, either of the Initial Purchasers holds Initial Securities acquired by it as part of its initial distribution, the Company, simultaneously with the delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and deliver to such Initial Purchaser upon the written request of such Initial Purchaser, in exchange (the “Private Exchange”) for the Initial Securities held by such Initial Purchaser, a like principal amount of debt securities of the Company issued under the Mortgage and identical in all material respects to the Initial Securities (the “Private Exchange Securities”). The Initial Securities, the Exchange Securities and the Private Exchange Securities are herein collectively called the “Securities.” In connection with the Registered Exchange Offer, the Company shall: