Common use of Registration Under the Securities Act Clause in Contracts

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at least 30 days and exchange Exchange Notes for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer.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

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Issuers agree Company agrees to file under the Securities Act, as soon as practicable, but no later than 120 60 days after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the "Exchange Offer Registration Statement", and such offer, the "Exchange Offer") any and all of the Notes Securities for a like aggregate principal amount of notes debt securities issued by the IssuersCompany, which notes debt securities are substantially identical in all material respects to the Notes Securities (and are entitled to the benefits of a trust indenture which has terms is substantially identical in all material respects to the Indenture or is the Indenture and which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest contemplated in Section 2(c) below (such notes new debt securities hereinafter called "Exchange NotesSecurities"). The Issuers agree Company agrees to use their reasonable its best efforts to cause the Exchange Offer Registration Statement to become or be declared effective under the Securities Act as soon as practicable, but no later than 180 days after the Closing Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Issuers Company further agree agrees to use their reasonable its best efforts to commence and complete the Exchange Offer promptly, but no later than 30 business 45 days or longer, if required by the federal securities laws, after such registration statement has become effective, hold the Exchange Offer open for at least 30 days and exchange Exchange Notes Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been "completed" only if the Exchange Notes debt securities received by holders, holders other than Restricted Holders, Holders in the Exchange Offer in exchange for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuers Company having exchanged the Exchange Notes Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Issuers Company having exchanged, pursuant to the Exchange Offer, Exchange Notes Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 30 business days following the commencement of the Exchange Offer. The Issuers agree Company agrees (x) to include in the Exchange Offer Registration Statement a prospectus for use in any resales by any holder of Exchange Notes Securities that is a broker-dealer and (y) to keep such Exchange Offer Registration Statement effective for a period (the "Resale Period") beginning when Exchange Notes Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Offer Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (c), (d) and (e) hereof.

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Issuers Issuer and the Guarantor agree to file under the Securities Act, as soon as practicable, but no later than 120 90 days after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the "Exchange Offer Registration Statement", and such offer, the "Exchange Offer") any and all of the Notes Securities for a like aggregate principal amount of notes debt securities issued by the IssuersIssuer and guaranteed by the Guarantor, which notes debt securities and guarantee are substantially identical in all material respects to the Notes Securities and the related Guarantee, respectively (and are entitled to the benefits of a trust indenture which has terms is substantially identical in all material respects to the Indenture or is the Indenture and which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest contemplated in Section 2(c) below (such notes new debt securities hereinafter called "Exchange NotesSecurities"). The Issuers Issuer and the Guarantor agree to use their reasonable best efforts to cause the Exchange Offer Registration Statement to become or be declared effective under the Securities Act as soon as practicable, but no later than 180 days after the Closing Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Issuers Issuer and the Guarantor further agree to use their reasonable best efforts to commence and complete the Exchange Offer promptly, but no later than 30 business 45 days or longer, if required by the federal securities laws, after such registration statement has become effective, hold the Exchange Offer open for at least 30 days and exchange Exchange Notes Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been "completed" only if the Exchange Notes debt securities and related guarantee received by holders, holders other than Restricted Holders, Holders in the Exchange Offer in exchange for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuers Issuer having exchanged the Exchange Notes Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Issuers Issuer having exchanged, pursuant to the Exchange Offer, Exchange Notes Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 30 business days following the commencement of the Exchange Offer. The Issuers Issuer and the Guarantor agree (x) to include in the Exchange Offer Registration Statement a prospectus for use in any resales by any holder of Exchange Notes Securities that is a broker-dealer and (y) to keep such Exchange Offer Registration Statement effective for a period (the "Resale Period") beginning when Exchange Notes Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Offer Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a5(a), (c), (d) and (e) hereof.

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Issuers agree Issuer agrees to file under the Securities Act, as soon as practicable, but no later than 120 days after the Closing DateAct and use its reasonable best efforts to cause to be declared effective, a registration statement relating to an offer to exchange (such registration statement, the "Exchange Offer Registration Statement", and such offer, the "Exchange Offer") any and all of the Notes Securities for a like aggregate principal amount of notes debt securities issued by the IssuersIssuer and guaranteed by the Guarantor, which notes debt securities and guarantees are substantially identical in all material respects to the Notes Securities (and are entitled to the benefits of a trust indenture which has terms is substantially identical in all material respects to the Indenture or is the Indenture Indenture, and which has been qualified under the Trust Indenture Act), except that they have it has been registered pursuant to an effective registration statement under the Securities Act and do does not contain registration rights, transfer restrictions and provisions for the additional interest contemplated in Section 2(c) below (such notes new debt securities hereinafter called "Exchange NotesSecurities"). The Issuers agree Issuer agrees to use their its reasonable best efforts to cause the Exchange Offer Registration Statement to become or be declared effective under the Securities Act and to consummate the Exchange Offer as soon as practicable, but no later than 180 270 days after the Closing Date. The Exchange Offer will be registered under the Securities Act on the appropriate form required by the Commission and will comply with all applicable tender offer rules and regulations under the Exchange ActAct and all applicable federal and state securities laws. The Issuers Issuer further agree agrees to use their its reasonable best efforts to complete the Exchange Offer promptly, but no later than 30 business days or longer, if required by the federal securities laws, after such registration statement has become effective, hold the Exchange Offer open for at least 30 days and exchange issue Exchange Notes Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been "completed" only if the Exchange Notes debt securities and related guarantees received by holders, holders other than Restricted Holders, Holders in the Exchange Offer in exchange for Registrable Securities are, upon receipt, transferable by each such holder without restriction under need for further compliance with Section 5 of the Securities Act and (except for the requirement to deliver a prospectus included in the Exchange Act Registration Statement applicable to resales by broker-dealers of Exchange Securities received by such broker-dealer pursuant to an Exchange Offer in exchange for Registrable Securities other than those acquired by the broker-dealer directly from the Issuer) and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuers Issuer having exchanged the Exchange Notes Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Issuers Issuer having exchanged, pursuant to the Exchange Offer, Exchange Notes Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 30 business days following the commencement of the Exchange Offer. The Issuers agree Issuer agrees (x) to include in the Exchange Offer Registration Statement a prospectus for use in connection with any resales by any holder of Exchange Notes that is Securities by a broker-dealer, other than resales of Exchange Securities received by a broker-dealer pursuant to an Exchange Offer in exchange for Registrable Securities acquired by the broker-dealer directly from the Issuer, and (y) to keep such Exchange Offer Registration Statement effective for a period (the "Resale Period") beginning when Exchange Notes Securities are first issued in the Exchange Offer and ending upon the earlier of (x) the expiration of the 180th 90th day after the Exchange Offer has been completed or and (y) such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Offer Registration Statement, such holders each broker-dealer that holds Exchange Securities received in an Exchange Offer in exchange for Registerable Securities not acquired by it directly from the Issuer shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (c), (d) and (e) hereof.

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Issuers Company and the Guarantors agree to use commercially reasonable efforts to file under the Securities Act, as soon as practicable, but no later than 120 within 210 days after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the "“Exchange Offer Registration Statement"”, and such offer, the "“Exchange Offer"”) any and all of the Notes Securities for a like aggregate principal amount of notes debt securities issued by the IssuersCompany and guaranteed by the Guarantors, which notes are debt securities and guarantees shall be substantially identical in all material respects to the Notes Securities and the related Guarantees, respectively (and are entitled to the benefits of a trust indenture which has terms identical in all material respects to the Indenture or is the Indenture and which has been qualified under the Trust Indenture ActIndenture), except that they shall have been registered pursuant to an effective registration statement under the Securities Act and do shall not contain provisions for the additional interest Special Interest contemplated in Section 2(c) below (such notes new debt securities hereinafter called "“Exchange Notes"Securities”). The Issuers Company and the Guarantors agree to use their commercially reasonable best efforts to cause the Exchange Offer Registration Statement to become or be declared effective under the Securities Act as soon as practicable, but no later than 180 270 days after the Closing Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Issuers further agree to use their reasonable best efforts to complete Unless the Exchange Offer promptlywould not be permitted by applicable law or Commission policy, the Company further agrees to use commercially reasonable efforts to (i) commence the Exchange Offer promptly (but no later than 30 business days or longer10 Business Days) following the Effective Time of such Exchange Registration Statement, if required by the federal securities laws, after such registration statement has become effective, (ii) hold the Exchange Offer open for at least 30 days 20 Business Days in accordance with Regulation 14E promulgated by the Commission under the Exchange Act (or a longer period if required by the federal securities laws) and (iii) exchange Exchange Notes Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to promptly following the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been "“completed" ” only (i) if the Exchange Notes debt securities and related guarantees received by holders, holders other than Restricted Holders, Holders in the Exchange Offer in exchange for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuers having exchanged the Exchange Notes for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) upon the Issuers Company having exchanged, pursuant to the Exchange Offer, Exchange Notes Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 and not more than 30 business days Business Days following the commencement of the Exchange Offer. The Issuers agree Company and the Guarantors agree, that upon request, they will (x) to include in the Exchange Offer Registration Statement a prospectus for use in any resales by any holder of Exchange Notes Securities that is a broker-dealer and (y) to keep such Exchange Offer Registration Statement effective for a period (the "“Resale Period"”) beginning when Exchange Notes Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Offer Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections Subsections 6(a), (c), (d) and (e) hereof).

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

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Issuers and the Guarantor agree to file under the Securities Act, as soon as practicable, but no later than 120 days after the Closing Date, practicable a registration statement relating to an offer to exchange (such registration statement, the "“Exchange Offer Registration Statement", ,” and such offer, the "“Exchange Offer"”) any and all of the such Notes for a like aggregate principal amount of notes issued by the Issuers, which notes are substantially identical in all material respects to the Notes (and are entitled to the benefits of a trust indenture which has terms identical in all material respects to the Indenture or is the Indenture and which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest contemplated in Section 2(c) below (such notes hereinafter called "Exchange Notes"). The Issuers and the Guarantor agree to use their reasonable best efforts to cause the Exchange Offer Registration Statement to become or be declared effective under the Securities Act as soon as practicable, but no later than 180 days practicable after the Closing Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Issuers and the Guarantor further agree to use their reasonable best efforts to complete the Exchange Offer promptly, but no not later than 30 540 days following the Closing Date (or if such 540th day is not a business days or longerday, if required by the federal securities laws, after such registration statement has become effective, hold next succeeding business day) (the “Exchange Offer open for at least 30 days Date”) and to exchange Exchange Notes for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Issuers and the Guarantor shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable United States federal and state securities laws to complete the Exchange Offer; provided, however, that in no event shall such period be less than 20 business days after the date notice of the Exchange Offer is mailed to holders. The Exchange Offer will be deemed to have been "completed" completed only if the Exchange Notes received by holders, other than Restricted Holders, in the Exchange Offer in exchange for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuers having exchanged the Exchange Notes for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Issuers having exchanged, pursuant to the Exchange Offer, Exchange Notes for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 30 business days following the commencement of the Exchange Offer. The Issuers and the Guarantor agree (x) to include in the Exchange Offer Registration Statement a prospectus for use in any resales by any holder of Exchange Notes that is a broker-dealer and identifies itself as such by written notice to the Issuers prior to the effectiveness of the Exchange Offer Registration Statement and (y) to keep such Exchange Offer Registration Statement effective for a period (the "“Resale Period"”) beginning when Exchange Notes are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Offer Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (c), (d) and (e) hereof.

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Issuers Company and the Guarantors agree to file under the Securities Act, as soon as practicable, but no later than 120 days after the Closing Date, Act a registration statement on an appropriate form relating to an offer to exchange (such registration statement, the "“Exchange Offer Registration Statement"”, and such offer, the "“Exchange Offer"”) any and all of the Notes for a like aggregate principal amount of notes debt securities issued by the Issuers, Company and guaranteed by the Guarantors which notes debt securities and guarantees are substantially identical in all material respects to the Notes and the Guarantees (and are entitled to the benefits of a trust indenture which has terms is substantially identical in all material respects to the Indenture or is the Indenture and which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest contemplated in Section 2(c) below (such notes new debt securities, together with such guarantees, hereinafter called "“Exchange Notes"Securities”). The Issuers Exchange Securities will be issued as evidence of the same continuing indebtedness of the Company and will not constitute the creation of new indebtedness. The Company and the Guarantors agree to use their respective commercially reasonable best efforts to cause the Exchange Offer Registration Statement to become or be declared effective under the Securities Act as soon as practicable, but no later than 180 on or prior to 360 days after the Closing Date. The Exchange Offer will be registered under Company and the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Issuers Guarantors further agree to use their commercially reasonable best efforts to commence and complete the Exchange Offer promptly, but no later than on or prior to 30 business days or longer, if required by the federal securities laws, after such registration statement has become effective, hold the Exchange Offer open for at least 30 not less than 20 business days and exchange Exchange Notes Securities for all Registrable Transfer Restricted Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been "“completed" ” only if the Exchange Notes Securities received by holders, holders other than Restricted Holders, Holders in the Exchange Offer in exchange for Registrable Transfer Restricted Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of AmericaStates. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuers Company having exchanged the Exchange Notes Securities for all outstanding Registrable Transfer Restricted Securities pursuant to the Exchange Offer and (ii) the Issuers Company having exchanged, pursuant to the Exchange Offer, Exchange Notes Securities for all Registrable Transfer Restricted Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 30 not less than 20 business days following the commencement of the Exchange Offer. The Issuers Company and the Guarantors agree (x) to include in the Exchange Offer Registration Statement a prospectus for use in any resales by any holder of Exchange Notes Securities that is a broker-dealer that has acquired such Transfer Restricted Securities for its own account as a result of market-making activities or other trading activities and not directly from an Issuer, and (y) to use commercially reasonable efforts to keep such Exchange Offer Registration Statement effective for a period (the "“Resale Period"”) beginning when Exchange Notes Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Transfer Restricted Securities, other than Transfer Restricted Securities acquired from the Company. With respect to such Exchange Offer Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (c), (d) and (e) hereof.

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Issuers and the Guarantors agree to file under the Securities Act, as soon as practicable, but no later than 120 days after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the "“Exchange Offer Registration Statement", ,” and such offer, the "“Exchange Offer"”) any and all of the Notes Registrable Securities for a like aggregate principal amount of notes issued by the Issuers, which notes are substantially identical in all material respects to the Notes (and are entitled to the benefits of a trust indenture which has terms identical in all material respects to the Indenture or is the Indenture and which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest contemplated in Section 2(c) below (such notes hereinafter called "Exchange Notes"). The Issuers and the Guarantors agree to use their reasonable best efforts to cause the Exchange Offer Registration Statement to become or be declared effective under the Securities Act as soon as practicable, but no later than 180 days practicable after the Closing Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Issuers and the Guarantors further agree to use their reasonable best efforts to complete the Exchange Offer promptly, but no not later than 30 365 days following the Closing Date (or if such 365th day is not a business days or longerday, if required by the federal securities laws, after such registration statement has become effective, hold next succeeding business day) (the “Exchange Offer open for at least 30 days Date”) and to exchange Exchange Notes for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Issuers and the Guarantors shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable United States federal and state securities laws to complete the Exchange Offer; provided, however, that in no event shall such period be less than 20 business days after the date notice of the Exchange Offer is mailed to holders. The Exchange Offer will be deemed to have been "completed" completed only if the Exchange Notes received by holders, other than Restricted Holders, in the Exchange Offer in exchange for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuers having exchanged the Exchange Notes for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Issuers having exchanged, pursuant to the Exchange Offer, Exchange Notes for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 30 business days following the commencement of the Exchange Offer. The Issuers and the Guarantors agree (x) to include in the Exchange Offer Registration Statement a prospectus for use in any resales by any holder of Exchange Notes that is a broker-dealer and identifies itself as such by written notice to the Issuers prior to the effectiveness of the Exchange Offer Registration Statement and (y) to keep such Exchange Offer Registration Statement effective for a period (the "“Resale Period"”) beginning when Exchange Notes are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Offer Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (c), (d) and (e) hereof.

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Issuers agree to file under the Securities Act, as soon as practicable, but no later than 120 90 days after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the "Exchange Offer Registration Statement", and such offer, the "Exchange Offer") any and all of the Notes for a like aggregate principal amount of notes issued by the Issuers, which notes are substantially identical in all material respects to the Notes (and are entitled to the benefits of a trust indenture which has terms identical in all material respects to the Indenture or is the Indenture and which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest contemplated in Section 2(c) below (such notes hereinafter called "Exchange Notes"). The Issuers agree to use their reasonable best efforts to cause the Exchange Offer Registration Statement to become or be declared effective under the Securities Act as soon as practicable, but no later than 180 210 days after the Closing Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Issuers further agree to use their reasonable best efforts to complete the Exchange Offer promptly, but no later than 30 business days or longer, if required by the federal securities laws, after such registration statement has become effective, hold the Exchange Offer open for at least 30 20 business days (calculated in accordance with the Exchange Act) and exchange Exchange Notes for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been "completed" completed only if the Exchange Notes received by holders, other than Restricted Holders, in the Exchange Offer in exchange for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuers having exchanged the Exchange Notes for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Issuers having exchanged, pursuant to the Exchange Offer, Exchange Notes for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 30 business days following the commencement of the Exchange Offer. The Issuers agree (x) to include in the Exchange Offer Registration Statement a prospectus for use in any resales by any holder of Exchange Notes that is a broker-dealer and (y) to keep such Exchange Offer Registration Statement effective for a period (the "Resale Period") beginning when Exchange Notes are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Offer Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (c), (d) and (e) hereof.

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Issuers agree Company agrees to file under the Securities Act, Act as soon as practicable, but in no event later than 120 60 days after following the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the "“Exchange Offer Registration Statement"”, and such offer, the "“Exchange Offer"”) any and all of the Notes Securities for a like aggregate principal amount of notes debt securities issued by the IssuersCompany, which notes debt securities are substantially identical in all material respects to the Notes Securities (and are entitled to the benefits of a trust indenture which has terms are substantially identical in all material respects to the Indenture or is the Indenture and which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest contemplated in Section 2(c) below (such notes new debt securities hereinafter called "“Exchange Notes"Securities”). The Issuers agree Company agrees to use their all commercially reasonable best efforts to cause the Exchange Offer Registration Statement to become or be declared effective under the Securities Act as soon as practicableat the earliest possible time, but in no event later than 180 days after following the Closing Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Issuers Company further agree agrees to use their reasonable its best efforts to commence and complete the Exchange Offer promptlyon the earliest practicable date, but no later than 30 business days or longer, if required by the federal securities laws, Business Days after such registration statement has become effective, hold the Exchange Offer open for at least 30 days 20 Business Days and exchange Exchange Notes Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been "“completed" ” only if the Exchange Notes debt securities received by holders, holders other than Restricted Holders, Holders in the Exchange Offer in exchange for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuers Company having exchanged the Exchange Notes Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Issuers Company having exchanged, pursuant to the Exchange Offer, Exchange Notes Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 30 business 20 days following the commencement of the Exchange Offer. The Issuers agree Company agrees (x) to include in the Exchange Offer Registration Statement a prospectus for use in any resales by any holder of Exchange Notes Securities that is a broker-dealer and (y) to keep such Exchange Offer Registration Statement effective for a period (the "“Resale Period"”) beginning when Exchange Notes Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Offer Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (c), (d) and (e) hereof.

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Issuers agree Company agrees to file under the Securities Act, as soon as practicable, but no later than 120 180 days after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the "“Exchange Offer Registration Statement"”, and such offer, the "“Exchange Offer"”) any and all of the Notes Securities for a like aggregate principal amount of notes debt securities issued by the IssuersCompany, which notes debt securities are substantially identical in all material respects to the Notes Securities (and are entitled to the benefits of a trust indenture which has terms is substantially identical in all material respects to the Indenture or is the Indenture and which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest Special Interest contemplated in Section 2(c) below (such notes new debt securities hereinafter called "“Exchange Notes"Securities”). The Issuers agree Company agrees to use their all commercially reasonable best efforts to (i) obtain as promptly as practicable all financial statements of the Company and its subsidiaries (including the financial statements of any acquired entities and related pro forma financial statements) required to be included in such filing, and (ii) cause the Exchange Offer Registration Statement to become or be declared effective under the Securities Act as soon promptly as practicable, but in any event no later than 180 210 days after the Closing Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Issuers Unless the Exchange Offer would not be permitted by applicable law or Commission policy, the Company further agree agrees to use their all commercially reasonable best efforts to (i) commence and complete the Exchange Offer promptly, promptly (but no later than 30 business days or longer60 days) following the Effective Time of such Exchange Registration Statement, if required by the federal securities laws, after such registration statement has become effective, (ii) hold the Exchange Offer open for at least 30 days in accordance with Regulation 14E promulgated by the Commission under the Exchange Act (or such longer period as may be required by applicable law) and (iii) exchange Exchange Notes Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to promptly following the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been "“completed" ” only (i) if the Exchange Notes debt securities received by holders, holders other than Restricted Holders, Holders in the Exchange Offer in exchange for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of AmericaAct. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuers having exchanged the Exchange Notes for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Issuers Company’s having exchanged, pursuant to the Exchange Offer, Exchange Notes Securities for all Registrable Securities (other than Exchange Securities held by Restricted Holders) that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 30 business days following the commencement of the Exchange Offer. The Issuers agree Company agrees (x) to include in the Exchange Offer Registration Statement a prospectus for use in any resales by any holder of Exchange Notes Securities that is a broker-dealer or is otherwise subject to prospectus delivery requirements and (y) to use commercially reasonable efforts to keep such Exchange Offer Registration Statement effective for a period (the "“Resale Period"”) beginning when Exchange Notes Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th 90th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Offer Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections Subsections 6(a), (c), (d) and (e) hereof.

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Issuers Company and the Guarantors agree to use their commercially reasonable efforts to file under the Securities Act, as soon as practicable, but no later than 120 days after the Closing Date, Act a registration statement relating to an offer to exchange (such registration statement, the "“Exchange Offer Registration Statement", ,” and such offer, the "“Exchange Offer"”) any and all of the Notes Securities for a like aggregate principal amount of notes debt securities issued by the IssuersCompany and guaranteed by the Guarantors, which notes debt securities and Guarantees are substantially identical in all material respects to the Notes Securities (and are entitled to the benefits of a trust indenture which has terms is substantially identical in all material respects to the Indenture or is the Indenture and which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain restrictions on transfer or provisions for the additional interest contemplated in Section 2(c) below or the liquidated damages provided in Section 2(d) below (such notes new debt securities hereinafter called "“Exchange Notes"Securities”). The Issuers Company and the Guarantors agree to use their commercially reasonable best efforts to cause the Exchange Offer Registration Statement to become or be declared effective under the Securities Act as soon as practicableby July 31, but no later than 180 days after the Closing Date2009. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Issuers Company and the Guarantors further agree to use their commercially reasonable best efforts to complete commence the Exchange Offer promptly, but no later than 30 business days or longer, if required by promptly after the federal securities laws, after such registration statement has become Exchange Registration Statement becomes effective, hold the Exchange Offer open for the period required by applicable law (including pursuant to any applicable interpretation by the staff of the Commission), but in any event for at least 30 days 10 business days, and exchange the Exchange Notes Securities for all Registrable Securities that have been properly validly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been "completed" only if If the Exchange Notes received by holders, other than Restricted Holders, in the Exchange Offer in exchange for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuers having exchanged the Exchange Notes for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Issuers having exchanged, pursuant to Company commences the Exchange Offer, the Company will be entitled to close the Exchange Notes for Offer 30 days after the commencement thereof (or at the end of such shorter period permitted by applicable law), provided that the Company has accepted all the Registrable Securities that have been properly validly tendered and not withdrawn before in accordance with the expiration of the Exchange Offer, which shall be on a date that is at least 30 business days following the commencement terms of the Exchange Offer. The Issuers Company and the Guarantors agree (x) to include in the Exchange Offer Registration Statement a prospectus for use in any resales by any holder of Exchange Notes Securities that is a broker-dealer and (y) to keep such Exchange Offer Registration Statement effective for a period (the "“Resale Period"”) beginning when Exchange Notes Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th 90th day after the Exchange Offer has been completed or and such time as such broker-dealers no longer own any Registrable Securities. With respect Each holder participating in the Exchange Offer shall be required to represent to the Company that (i) any Exchange Securities received by such holder will be acquired in the ordinary course of business, (ii) at the time of the commencement of the Exchange Offer such holder has no arrangements or understanding with any person to participate in the distribution of the Securities or the Exchange Securities within the meaning of the Securities Act, (iii) such holder is not an “affiliate,” as defined in Rule 405 of the Securities Act, of the Company, (iv) if such holder is not a broker-dealer, that it is not engaged in, and does not intend to engage in, the distribution of the Exchange Securities, (v) if such holder is a broker-dealer, that it will receive Exchange Securities for its own account in exchange for Securities that were acquired as a result of market-making activities or other trading activities and that it will deliver a prospectus in connection with any resale of such Exchange Offer Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (c), (d) Securities and (evi) hereofsuch holder is not acting on behalf of any person who could not truthfully make the foregoing representations.

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Issuers agree Issuer agrees to file under the Securities Act, as soon as practicable, but no later than 120 180 days after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the "“Exchange Offer Registration Statement", ,” and such offer, the "“Exchange Offer"”) any and all of the Notes Securities for a like aggregate principal amount of notes debt securities issued by the IssuersIssuer and guaranteed by the Guarantors, which notes debt securities and guarantee are substantially identical in all material respects to the Notes Securities and the related Guarantee, respectively (and are entitled to the benefits of a trust indenture which has terms is substantially identical in all material respects to the Indenture or is the Indenture and which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest contemplated in Section 2(c) below (such notes new debt securities hereinafter called "“Exchange Notes"Securities”). The Issuers agree Issuer agrees to use their all commercially reasonable best efforts to cause the Exchange Offer Registration Statement to become or be declared effective under the Securities Act as soon as practicable, but no later than 180 90 days after the Closing Datefiling of the Exchange Registration Statement (or 180 days if the Exchange Registration Statement is subject to review by the Commission). The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Issuers further agree to use their reasonable best efforts to complete Unless the Exchange Offer promptlywould not be permitted by applicable law or Commission policy, the Issuer further agrees to use all commercially reasonable efforts to (i) commence the Exchange Offer promptly (but no later than 30 business days or longer10 Business Days) following the Effective Time of such Exchange Registration Statement, if required by the federal securities laws, after such registration statement has become effective, (ii) hold the Exchange Offer open for at least 30 days 20 Business Days in accordance with Regulation 14E promulgated by the Commission under the Exchange Act and (iii) exchange Exchange Notes Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to promptly following the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been "“completed" ” only if the Exchange Notes debt securities and related guarantee received by holders, holders other than Restricted Holders, Holders in the Exchange Offer in exchange for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuers having exchanged the Exchange Notes for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Issuers Issuer having exchanged, pursuant to the Exchange Offer, Exchange Notes Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 30 business days 20 Business Days following the commencement of the Exchange Offer. The Issuers agree Issuer agrees (x) to include in the Exchange Offer Registration Statement a prospectus for use in any resales by any holder of Exchange Notes Securities that is a broker-dealer and (y) to keep such Exchange Offer Registration Statement effective for a period (the "“Resale Period"”) beginning when Exchange Notes Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th 90th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Offer Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections Subsections 6(a), (c), (d) and (e) hereof).

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Issuers agree Company agrees to file under the Securities Act, as soon as practicable, but no later than 120 60 days after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the "Exchange Offer Registration Statement", and such offer, the "Exchange Offer") any and all of the Notes Registrable Securities for a like aggregate principal amount of notes debt securities issued by the IssuersCompany, which notes debt securities are substantially identical in all material respects to the Notes Securities (and are entitled to the benefits of a trust indenture which has terms is substantially identical in all material respects to the Indenture or is the Indenture and which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest contemplated in Section 2(c) below (such notes new debt securities hereinafter called "Exchange NotesSecurities"). The Issuers agree Company agrees to use their reasonable its best efforts to cause the Exchange Offer Registration Statement to become or be declared effective under the Securities Act as soon as practicable, but no later than 180 days after the Closing Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Issuers Company further agree agrees to use their reasonable its best efforts to commence and complete the Exchange Offer promptly, but no later than 30 business 60 days or longer, if required by the federal securities laws, after such registration statement has become effective, hold the Exchange Offer open for at least 30 days and exchange Exchange Notes Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been "completed" only if the Exchange Notes debt securities received by holders, holders other than Restricted Holders, Holders in the Exchange Offer in exchange for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuers Company having exchanged the Exchange Notes Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Issuers Company having exchanged, pursuant to the Exchange Offer, Exchange Notes Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 30 business days following the commencement of the Exchange Offer. The Issuers agree Company agrees (x) to include in the Exchange Offer Registration Statement a prospectus for use in any resales by any holder of Exchange Notes Securities that is a broker-dealer and (y) to keep such Exchange Offer Registration Statement effective for a period (the "Resale Period") beginning when Exchange Notes Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Offer Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (c), (d) and (e) hereof.

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Issuers agree Company agrees to file under with the Securities ActCommission, as soon as practicablepracticable after the Closing Date, but no later than 120 60 days after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the "Exchange Offer Registration Statement", and such offer, the "Exchange Offer") any and all of the Notes Securities for a like aggregate principal amount of notes debt securities issued by the IssuersCompany, which notes debt securities are substantially identical in all material respects to the Notes Securities (and are entitled to the benefits of a trust indenture which has terms is substantially identical in all material respects to the Indenture or is the Indenture and which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest liquidated damages contemplated in Section 2(c) below (such notes new debt securities hereinafter called "Exchange NotesSecurities"). The Issuers agree Company agrees to use their reasonable its best efforts to cause the Exchange Offer Registration Statement to become or be declared effective under the Securities Act as soon as practicable, but no later than 180 150 days after the Closing Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Issuers Unless the Exchange Offer would not be permitted by applicable law or Commission policy, the Company further agree agrees to use their reasonable its best efforts (i) to complete the Exchange Offer promptly, but no later than 30 business days Business Days after the Exchange Offer Registration Statement becomes effective or longer, if required is declared effective by the federal securities lawsCommission, after such registration statement has become effective, (ii) to hold the Exchange Offer open for at least 30 days a period of not less than the minimum period required under applicable federal and exchange state securities laws, provided however, that in no event shall such period be less than 20 Business Days after the mailing of notice to holders of such Exchange Notes Offer Registration Statement being declared effective, and (iii) to issue Exchange Securities for all Registrable Transfer Restricted Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been "completed" only if the Exchange Notes debt securities received by holders, holders other than Restricted Holders, Holders in the Exchange Offer in exchange for Registrable Transfer Restricted Securities are, upon receipt, transferable by each such holder without restriction under need for further compliance with Section 5 of the Securities Act and the Exchange Act (except for the requirement to deliver a Prospectus included in the Exchange Offer Registration Statement applicable to resales by Broker-Dealers of Exchange Securities received by such Broker-Dealer pursuant to an Exchange Offer in exchange for Transfer Restricted Securities other than those acquired by the Broker-Dealer directly from the Company), and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuers Company having exchanged the Exchange Notes Securities for all outstanding Registrable Transfer Restricted Securities pursuant to the Exchange Offer and (ii) the Issuers Company having exchanged, pursuant to the Exchange Offer, Exchange Notes Securities for all Registrable Transfer Restricted Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that . If the Company is at least 30 business days following notified prior to the commencement completion of the Exchange Offer. The Issuers agree Offer by a Broker- Dealer that is a holder of Transfer Restricted Securities (other than Transfer Restricted Securities received by the Broker-Dealer directly from the Company), then the Company agrees (x) to include in the Exchange Offer Registration Statement a prospectus Prospectus for use in connection with any resales by any holder of Exchange Notes that is Securities by a brokerBroker-dealer Dealer, other than resales of Exchange Securities received by a Broker-Dealer pursuant to an Exchange Offer in exchange for Transfer Restricted Securities acquired by the Broker-Dealer directly from the Company, and (y) to keep such Exchange Offer Registration Statement effective for a period (the "Resale Period") beginning when Exchange Notes Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such brokerBroker-dealers Dealers no longer own any Registrable Transfer Restricted Securities. With respect to such Exchange Offer Registration Statement, such holders each Broker-Dealer that holds Exchange Securities received in an Exchange Offer in exchange for Transfer Restricted Securities not acquired by it directly from the Company shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (c), (d) and (e) hereof.

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Issuers agree Company agrees to file under the Securities Act, as soon as practicable, but no later than 120 days after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the "Exchange Offer Registration Statement", and such offer, the "Exchange Offer") any and all of the Notes Securities for a like aggregate principal amount of notes debt securities issued by the Issuers, Company which notes debt securities are substantially identical in all material respects to the Notes Securities (and are entitled to the benefits of a trust indenture which has terms is substantially identical in all material respects to the Indenture or is the Indenture and which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest contemplated in Section 2(c) below (such notes new debt securities hereinafter called "Exchange NotesSecurities"). The Issuers agree Company agrees to use their its reasonable best efforts to cause the Exchange Offer Registration Statement to become or be declared effective under the Securities Act as soon as practicable, but no later than 180 210 days after the Closing Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Issuers Company further agree agrees to use their its reasonable best efforts to commence and complete the Exchange Offer promptly, but no later than 30 business 45 days or longer, if required by the federal securities laws, after such registration statement has become effective, hold the Exchange Offer open for at least 30 days and exchange Exchange Notes Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been "completed" only if the Exchange Notes debt securities received by holders, holders other than Restricted Holders, Holders in the Exchange Offer in exchange for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuers Company having exchanged the Exchange Notes Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Issuers Company having exchanged, pursuant to the Exchange Offer, Exchange Notes Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 30 business days following the commencement of the Exchange Offer. The Issuers agree Company agrees (x) to include in the Exchange Offer Registration Statement a prospectus for use in any resales by any holder of Exchange Notes Securities that is a broker-dealer and (y) to keep such Exchange Offer Registration Statement effective for a period (the "Resale Period") beginning when Exchange Notes Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Offer Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a5(a), (c), (d) and (e) hereof.

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Issuers Company and the Guarantors agree to file under the Securities Act, as soon as practicable, but no later than 120 150 days after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the "Exchange Offer Registration Statement", and such offer, the "Exchange Offer") any and all of the Notes Securities for a like aggregate principal amount of notes debt securities issued by the Issuers, Company and guaranteed by the Guarantors which notes debt securities and guarantees are substantially identical in all material respects to the Notes Securities and the related Guarantees, respectively (and are entitled to the benefits of a trust indenture which has terms is substantially identical in all material respects to the Indenture or is the Indenture and which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest contemplated in Section 2(c) below (such notes new debt securities hereinafter called "Exchange NotesSecurities"). The Issuers agree Company agrees to use their its reasonable best efforts to cause the Exchange Offer Registration Statement to become or be declared effective under the Securities Act as soon as practicable, but no later than 180 210 days after the Closing Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Issuers Company further agree agrees to use their its reasonable best efforts to commence and complete the Exchange Offer promptly, but no later than 30 business days or longer, if required by the federal securities laws, after such registration statement has become effective, hold the Exchange Offer open for at least 30 days and exchange Exchange Notes Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been "completed" only if the Exchange Notes debt securities and related guarantees received by holders, holders other than Restricted Holders, Holders in the Exchange Offer in exchange for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuers Company having exchanged the Exchange Notes Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Issuers Company having exchanged, pursuant to the Exchange Offer, Exchange Notes Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 30 business days following the commencement of the Exchange Offer. The Issuers agree Company agrees (x) to include in the Exchange Offer Registration Statement a prospectus for use in any resales by any holder of Exchange Notes Securities that is a broker-dealer and (y) to keep such Exchange Offer Registration Statement effective for a period (the "Resale Period") beginning when Exchange Notes Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities; provided, however, that in either case, the Company receives written notice from a broker-dealer that such broker-dealer holds Registrable Securities that were acquired for the account of such broker-dealer as a result of market making or similar activities. With respect to such Exchange Offer Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (c), (d) and (e) hereof.

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Issuers Company and the Guarantors agree to file under the Securities Act, as soon as practicable, but no later than 120 days after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the "“Exchange Offer Registration Statement", ,” and such offer, the "“Exchange Offer"”) any and all of the Notes Securities for a like aggregate principal amount of notes debt securities issued by the IssuersCompany and guaranteed by the Guarantors, which notes debt securities and guarantees are substantially identical in all material respects to the Notes Securities and the related Guarantees, respectively (and are entitled to the benefits of a trust indenture which has terms is substantially identical in all material respects to the Indenture or is the Indenture and which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest contemplated in Section 2(c) below (such notes new debt securities hereinafter called "“Exchange Notes"Securities”). The Issuers Company and the Guarantors agree to use their all commercially reasonable best efforts to cause the Exchange Offer Registration Statement to become or be declared effective under the Securities Act as soon as practicable, but no later than 180 210 days after the Closing Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Issuers Company and the Guarantors further agree to use their all commercially reasonable best efforts to commence and complete the Exchange Offer promptly, but no later than 30 business days or longer, if required by the federal securities laws, Business Days after such registration statement has become effective, hold the Exchange Offer open for at least 30 days 20 Business Days and exchange Exchange Notes Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been "“completed" ” only if the Exchange Notes debt securities and related guarantees received by holders, holders other than Restricted Holders, Holders in the Exchange Offer in exchange for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuers having exchanged the Exchange Notes for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Issuers Company having exchanged, pursuant to the Exchange Offer, Exchange Notes Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 30 business days 20 Business Days following the commencement of the Exchange Offer. The Issuers agree Company agrees (x) to include in the Exchange Offer Registration Statement a prospectus for use in any resales by any holder of Exchange Notes Securities that is a broker-dealer and (y) to the extent necessary to ensure that such prospectus is available for sales of Exchange Securities by broker-dealers, to use all commercially reasonable efforts to keep such Exchange Offer Registration Statement effective for a period (the "“Resale Period"”) beginning when Exchange Notes Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Offer Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (c), (d) and (e) hereof.

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Issuers Issuer and the Guarantor agree to file under the Securities Act, as soon as practicable, but no later than 120 90 days after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the "“Exchange Offer Registration Statement"”, and such offer, the "“Exchange Offer"”) any and all of the Notes Securities for a like aggregate principal amount of notes debt securities issued by the IssuersIssuer and guaranteed by the Guarantor, which notes debt securities and guarantee are substantially identical in all material respects to the Notes Securities and the related Guarantee, respectively (and are entitled to the benefits of a trust indenture which has terms is substantially identical in all material respects to the Indenture or is the Indenture and which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest contemplated in Section 2(c) below (such notes new debt securities hereinafter called "“Exchange Notes"Securities”). The Issuers Issuer and the Guarantor agree to use their reasonable best efforts to cause the Exchange Offer Registration Statement to become or be declared effective under the Securities Act as soon as practicable, but no later than 180 days after the Closing Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Issuers Issuer and the Guarantor further agree to use their reasonable best efforts to commence and complete the Exchange Offer promptly, but no later than 30 business 45 days or longer, if required by the federal securities laws, after such registration statement has become effective, hold the Exchange Offer open for at least 30 20 business days and exchange Exchange Notes Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been "“completed" ” only if the Exchange Notes debt securities and related guarantee received by holders, holders other than Restricted Holders, Holders in the Exchange Offer in exchange for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuers Issuer having exchanged the Exchange Notes Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Issuers Issuer having exchanged, pursuant to the Exchange Offer, Exchange Notes Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 30 20 business days following the commencement of the Exchange Offer. The Issuers Issuer and the Guarantor agree (x) to include in the Exchange Offer Registration Statement a prospectus for use in any resales by any holder of Exchange Notes Securities that is a broker-dealer and (y) to keep such Exchange Offer Registration Statement effective for a period (the "“Resale Period"”) beginning when Exchange Notes Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Offer Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a5(a), (c), (d) and (e) hereof.

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Issuers Company and the Guarantor agree to use their commercially reasonable efforts to file under the Securities Act, as soon as practicable, but no later than 120 by the earlier of (1) 180 days after the Closing DateDate and (2) the date on which a September Notes Exchange Registration Statement is filed with the Commission, a registration statement relating to an offer to exchange (such registration statement, the "“Exchange Offer Registration Statement"”, and such offer, the "“Exchange Offer"”) any and all of the Notes Securities for a like aggregate principal amount of notes debt securities issued by the IssuersCompany and (subject to the terms of the Indenture) guaranteed by the Guarantor, which notes debt securities and guarantee are substantially identical in all material respects to the Notes Securities and the related Guarantee, respectively (and are entitled to the benefits of a trust indenture which has terms identical in all material respects to the Indenture or is the Indenture and which has been qualified under the Trust Indenture ActIndenture), except that they have been registered pursuant to an effective registration statement under the Securities Act Act, and do not contain provisions for the additional interest Special Interest contemplated in Section 2(c) below (such notes new debt securities hereinafter called "“Exchange Notes"Securities”). The Issuers Company and the Guarantor agree to use their all commercially reasonable best efforts to cause the Exchange Offer Registration Statement to become or be declared effective under the Securities Act as soon as practicable, but no later than 180 by the earlier of (1) 365 days after the Closing DateDate and (2) the date on which the September Notes Exchange Registration Statement is declared effective by the Commission. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Issuers Unless the Exchange Offer would not be permitted by applicable law or Commission policy, the Company and the Guarantor further agree to use their all commercially reasonable best efforts to complete (i) commence the Exchange Offer promptly, promptly (but no later than 30 business days or longer10 Business Days) following the Effective Time of such Exchange Registration Statement, if required by the federal securities laws, after such registration statement has become effective, (ii) hold the Exchange Offer open for at least 30 days 20 Business Days in accordance with Regulation 14E promulgated by the Commission under the Exchange Act and (iii) exchange Exchange Notes Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to promptly following the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been "“completed" ” only (i) if the Exchange Notes debt securities and any related guarantee received by holders, holders other than Restricted Holders, Holders in the Exchange Offer in exchange for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuers having exchanged the Exchange Notes for all outstanding Registrable Securities pursuant to the Exchange Offer America and (ii) upon the Issuers Company having exchanged, pursuant to the Exchange Offer, Exchange Notes Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 and not more than 30 business days Business Days following the commencement of the Exchange Offer. The Issuers Company and the Guarantor agree (x) to include in the Exchange Offer Registration Statement a prospectus for use in any resales by any holder of Exchange Notes Securities that is a broker-dealer and (y) to keep such Exchange Offer Registration Statement effective for a period (the "“Resale Period"”) beginning when Exchange Notes Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Offer Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections Subsections 6(a), (c), (d) and (e) hereof).

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Issuers Company and the Trust agree to use their reasonable best efforts to file under the Securities Act, as soon as practicable, but no later than 120 Act within 150 days after the Closing Date, a registration statement (the "Exchange Offer Registration Statement") relating to an offer to exchange (such registration statement, the "Exchange Offer Registration Statement", and such offer, the "Exchange Offer") any and all of the Notes Securities for a like aggregate principal amount of notes capital securities issued by the IssuersTrust and guaranteed by the Company and underlying junior subordinated interest debentures of the Company, which notes capital securities, guarantee and debentures are substantially identical in all material respects to the Notes Capital Securities, the Guarantee and the Debentures, respectively (and are entitled to the benefits of a trust indenture indentures which has terms identical in all material respects to the Indenture or is the Indenture and which has have been qualified under the Trust Indenture Act), ) except that they have been registered pursuant to an effective registration statement under the Securities Act Act, do not contain restrictions on transfers and do not contain provisions for the additional interest and additional distributions contemplated in Section 2(c) below (such notes new securities hereinafter called "Exchange NotesSecurities"). The Issuers Company and the Trust agree to use their reasonable best efforts to cause the Exchange Offer Registration Statement to become or be declared effective under the Securities Act as soon as practicable, but no later than within 180 days after the Closing Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Issuers Company and the Trust further agree to use their reasonable best efforts to commence and complete the Exchange Offer promptly, but no later than 30 business days or longer, if required by promptly after the federal securities laws, after such registration statement Exchange Offer Registration Statement has become effective, hold the Exchange Offer open for at least 30 days and exchange Exchange Notes Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been "completed" completed only if the Exchange Notes Securities received by holders, holders other than Restricted Holders, Holders in the Exchange Offer in exchange for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuers Company and the Trust having exchanged the Exchange Notes Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Issuers Company having exchanged, pursuant to the Exchange Offer, Exchange Notes Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 30 business days following the commencement of the Exchange Offer. The Issuers Company and the Trust, agree (x) to include in the Exchange Offer Registration Statement registration statement a prospectus for use in connection with any resales by any holder of Exchange Notes Securities by a holder that is a broker-dealer, other than resales of Exchange Securities received by a broker-dealer pursuant to the Exchange Offer in exchange for Registrable Securities acquired by such broker-dealer directly from the Trust, and (y) to keep such the Exchange Offer Registration Statement effective for a period (the "Resale Period") beginning when Exchange Notes Securities are first issued in the Exchange Offer and ending upon the earlier of (i) either (a) the expiration of the 180th day after the Exchange Offer has been completed or (b) in the event the Company and the Trust have at any time notified any broker-dealers pursuant to Section 3(f)(iii) hereof, the day beyond the 180th day after the Exchange Offer has been completed that reflects an additional period of days equal to the number of days during all of the periods from and including the dates the Company and the Trust give notice pursuant to Section 3(f)(iii)(F) hereof to and including the date when broker-dealers receive an amended or supplemented prospectus necessary to permit resales of Exchange Securities or to and including the date on which the Company and the Trust give notice that the resale of Exchange Securities under the Exchange Offer Registration Statement may resume or (ii) such time as such broker-dealers no longer own any Registrable Securities. With respect to such registration statement, each broker-dealer that holds Exchange Securities received in an Exchange Offer Registration Statement, such holders in exchange for Registerable Securities not acquired by it directly from the Company shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (c), (d) and (e) Section 6 hereof.

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Issuers agree Company agrees to file under the Securities Act, as soon as practicable, but no later than 120 days after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the "“Exchange Offer Registration Statement"”, and such offer, the "“Exchange Offer"”) any and all of the Notes Securities for a like aggregate principal amount of notes debt securities issued by the IssuersCompany, which notes debt securities and guarantees are substantially identical in all material respects to the Notes Securities (and are entitled to the benefits of a trust indenture which has terms is substantially identical in all material respects to the Indenture or is the Indenture and which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest Special Interest contemplated in Section 2(c2(e) below (such notes new debt securities hereinafter called "“Exchange Notes"Securities”). The Issuers agree Company agrees to use their all commercially reasonable best efforts to cause the Exchange Offer Registration Statement to become or be declared effective under the Securities Act as soon as practicable, but no later than 180 210 days after the Closing Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Issuers Company further agree agrees to use their all commercially reasonable best efforts to complete consummate the Exchange Offer promptly, but no later than 30 business days or longer, if required by the federal securities laws, after such registration statement has become effective, hold the Exchange Offer open for at least 30 days days, or longer, if required by the federal securities laws, and exchange Exchange Notes Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been "“completed" ” only if the Exchange Notes debt securities received by holders, holders other than Restricted Holders, Holders in the Exchange Offer in exchange for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuers Company having exchanged the Exchange Notes Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Issuers Company having exchanged, pursuant to the Exchange Offer, Exchange Notes Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 30 business days following the commencement of the Exchange Offer. The Issuers agree Company agrees (x) to include in the Exchange Offer Registration Statement a prospectus for use in any resales by any holder of Exchange Notes Securities that is a broker-dealer and (y) to keep such Exchange Offer Registration Statement effective for a period (the "“Resale Period"”) beginning when Exchange Notes Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Offer Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (c), (d) and (e) hereof.

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Issuers agree to file under the Securities Act, as soon as practicable, but no later than 120 days after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the "“Exchange Offer Registration Statement", ,” and such offer, the "“Exchange Offer"”) any and all of the Notes Registrable Securities for a like aggregate principal amount of notes issued by the Issuers, which notes are substantially identical in all material respects to the Notes (and are entitled to the benefits of a trust indenture which has terms identical in all material respects to the Indenture or is the Indenture and which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest contemplated in Section 2(c) below (such notes hereinafter called "Exchange Notes"). The Issuers agree to use their reasonable best efforts to cause the Exchange Offer Registration Statement to become or be declared effective under the Securities Act as soon as practicable, but no later than 180 days practicable after the Closing Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Issuers further agree to use their reasonable best efforts to complete the Exchange Offer promptly, but no not later than 30 450 days following February 6, 2017 (or if such 450th day is not a business days or longerday, if required by the federal securities laws, after such registration statement has become effective, hold next succeeding business day) (the “Exchange Offer open for at least 30 days Date”) and to exchange Exchange Notes for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Issuers shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable United States federal and state securities laws to complete the Exchange Offer; provided, however, that in no event shall such period be less than 20 business days after the date notice of the Exchange Offer is mailed to holders. The Exchange Offer will be deemed to have been "completed" completed only if the Exchange Notes received by holders, other than Restricted Holders, in the Exchange Offer in exchange for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuers having exchanged the Exchange Notes for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Issuers having exchanged, pursuant to the Exchange Offer, Exchange Notes for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 30 business days following the commencement of the Exchange Offer. The Issuers agree (x) to include in the Exchange Offer Registration Statement a prospectus for use in any resales by any holder of Exchange Notes that is a broker-dealer and identifies itself as such by written notice to the Issuers prior to the effectiveness of the Exchange Offer Registration Statement and (y) to keep such Exchange Offer Registration Statement effective for a period (the "“Resale Period"”) beginning when Exchange Notes are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Offer Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (c), (d) and (e) hereof.

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Issuers and the Guarantor agree to file under the Securities Act, as soon as practicable, but no later than 120 days after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the "“Exchange Offer Registration Statement", ,” and such offer, the "“Exchange Offer"”) any and all of the Notes Registrable Securities for a like aggregate principal amount of notes issued by the Issuers, which notes are substantially identical in all material respects to the Notes (and are entitled to the benefits of a trust indenture which has terms identical in all material respects to the Indenture or is the Indenture and which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest contemplated in Section 2(c) below (such notes hereinafter called "Exchange Notes"). The Issuers and the Guarantor agree to use their reasonable best efforts to cause the Exchange Offer Registration Statement to become or be declared effective under the Securities Act as soon as practicable, but no later than 180 days practicable after the Closing DateBright House End Date (as defined below). The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Issuers and the Guarantor further agree to use their reasonable best efforts to complete the Exchange Offer promptly, but no not later than 30 365 days following the date of consummation or the termination of the Bright House Transaction (the “Bright House End Date”), in each case in accordance with the terms of the Bright House/Liberty Stockholders Agreement and the Contribution Agreement (or if such 365th day is not a business days or longerday, if required by the federal securities laws, after such registration statement has become effective, hold next succeeding business day) (the “Exchange Offer open for at least 30 days Date”) and to exchange Exchange Notes for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Issuers and the Guarantor shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable United States federal and state securities laws to complete the Exchange Offer; provided, however, that in no event shall such period be less than 20 business days after the date notice of the Exchange Offer is mailed to holders. The Exchange Offer will be deemed to have been "completed" completed only if the Exchange Notes received by holders, other than Restricted Holders, in the Exchange Offer in exchange for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuers having exchanged the Exchange Notes for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Issuers having exchanged, pursuant to the Exchange Offer, Exchange Notes for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 30 business days following the commencement of the Exchange Offer. The Issuers and the Guarantor agree (x) to include in the Exchange Offer Registration Statement a prospectus for use in any resales by any holder of Exchange Notes that is a broker-dealer and identifies itself as such by written notice to the Issuers prior to the effectiveness of the Exchange Offer Registration Statement and (y) to keep such Exchange Offer Registration Statement effective for a period (the "“Resale Period"”) beginning when Exchange Notes are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Offer Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (c), (d) and (e) hereof.

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Issuers agree Company agrees to file under with the Securities ActCommission, as soon as practicablepracticable after the Closing Date, but no later than 120 60 days after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the "Exchange Offer Registration Statement", and such offer, the "Exchange Offer") any and all of the Notes Securities for a like aggregate principal amount of notes debt securities issued by the IssuersCompany, which notes debt securities are substantially identical in all material respects to the Notes Securities (and are entitled to the benefits of a trust indenture which has terms is substantially identical in all material respects to the Indenture or is the Indenture and which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest liquidated damages contemplated in Section 2(c) below (such notes new debt securities hereinafter called "Exchange NotesSecurities"). The Issuers agree Company agrees to use their reasonable its best efforts to cause the Exchange Offer Registration Statement to become or be declared effective under the Securities Act as soon as practicable, but no later than 180 150 days after the Closing Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Issuers Unless the Exchange Offer would not be permitted by applicable law or Commission policy, the Company further agree agrees to use their reasonable its best efforts (i) to complete the Exchange Offer promptly, but no later than 30 business days Business Days after the Exchange Offer Registration Statement becomes effective or longer, if required is declared effective by the federal securities lawsCommission, after such registration statement has become effective, (ii) to hold the Exchange Offer open for at least 30 days a period of not less than the minimum period required under applicable federal and exchange state securities laws, provided however, that in no event shall such period be less than 20 Business Days, and (iii) to issue Exchange Notes Securities for all Registrable Transfer Restricted Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been "completed" only if the Exchange Notes debt securities received by holders, holders other than Restricted Holders, Holders in the Exchange Offer in exchange for Registrable Transfer Restricted Securities are, upon receipt, transferable by each such holder without restriction under need for further compliance with Section 5 of the Securities Act and the Exchange Act (except for the requirement to deliver a Prospectus included in the Exchange Offer Registration Statement applicable to resales by Broker- Dealers of Exchange Securities received by such Broker-Dealer pursuant to an Exchange Offer in exchange for Transfer Restricted Securities other than those acquired by the Broker-Dealer directly from the Company), and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuers Company having exchanged the Exchange Notes Securities for all outstanding Registrable Transfer Restricted Securities pursuant to the Exchange Offer and (ii) the Issuers Company having exchanged, pursuant to the Exchange Offer, Exchange Notes Securities for all Registrable Transfer Restricted Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that . If the Company is at least 30 business days following notified prior to the commencement completion of the Exchange Offer. The Issuers agree Offer by a Broker-Dealer that is a holder of Transfer Restricted Securities (other than Transfer Restricted Securities received by the Broker-Dealer directly from the Company), then the Company agrees (x) to include in the Exchange Offer Registration Statement a prospectus Prospectus for use in connection with any resales by any holder of Exchange Notes that is Securities by a brokerBroker-dealer Dealer, other than resales of Exchange Securities received by a Broker-Dealer pursuant to an Exchange Offer in exchange for Transfer Restricted Securities acquired by the Broker-Dealer directly from the Company, and (y) to keep such Exchange Offer Registration Statement effective for a period (the "Resale Period") beginning when Exchange Notes Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such brokerBroker-dealers Dealers no longer own any Registrable Transfer Restricted Securities. With respect to such Exchange Offer Registration Statement, such holders each Broker-Dealer that holds Exchange Securities received in an Exchange Offer in exchange for Transfer Restricted Securities not acquired by it directly from the Company shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (c), (d) and (e) hereof.

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Issuers agree Company agrees to file under the Securities Act, as soon as practicable, but no later than 120 Act on or prior to 90 days after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the "“Exchange Offer Registration Statement"”, and such offer, the "“Exchange Offer"”) any and all of the Notes Securities for a like aggregate principal amount of notes debt securities issued by the IssuersCompany, which notes debt securities are substantially identical in all material respects to the Notes Securities (and are entitled to the benefits of a trust indenture which has terms is substantially identical in all material respects to the Indenture or is the Indenture and which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest contemplated in Section 2(c) below (such notes new debt securities hereinafter called "“Exchange Notes"Securities”). The Issuers agree Exchange Securities will be issued as evidence of the same continuing indebtedness of the Company and will not constitute the creation of new indebtedness. The Company agrees to use their reasonable its best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act on or be declared prior to 180 days after the Closing Date and the Company further agrees to use its commercially reasonable efforts to cause the Exchange Registration Statement to become effective under the Securities Act as soon promptly as practicable, but no later than 180 days after the Closing Datereasonably possible. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Issuers Company further agree agrees to use their reasonable its best efforts to commence and complete the Exchange Offer promptly, but no later than 30 on or prior to 45 business days or longer, if required by the federal securities laws, after such registration statement has become effective, hold the Exchange Offer open for at least 30 days and exchange Exchange Notes Securities for all Registrable Transfer Restricted Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been "“completed" ” only if the Exchange Notes debt securities received by holders, holders other than Restricted Holders, Holders in the Exchange Offer in exchange for Registrable Transfer Restricted Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of AmericaStates. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuers Company having exchanged the Exchange Notes Securities for all outstanding Registrable Transfer Restricted Securities pursuant to the Exchange Offer and (ii) the Issuers Company having exchanged, pursuant to the Exchange Offer, Exchange Notes Securities for all Registrable Transfer Restricted Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 30 business days following the commencement of the Exchange Offer. The Issuers agree Company agrees (x) to include in the Exchange Offer Registration Statement a prospectus for use in any resales by any holder of Exchange Notes Securities that is a broker-dealer that has acquired such Transfer Restricted Securities for its own account as a result of market-making activities or other trading activities and not directly from the Company, and (y) to keep such Exchange Offer Registration Statement effective for a period (the "“Resale Period"”) beginning when Exchange Notes Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Transfer Restricted Securities, other than Transfer Restricted Securities acquired from the Company. With respect to such Exchange Offer Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (c), (d) and (e) hereof.

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Issuers and the Guarantors agree to file under with the Securities ActCommission, as soon as practicable, but no later than 120 on or prior to 180 days after the Closing Date, a an exchange offer registration statement relating (such registration statement, the “Exchange Registration Statement”) on the appropriate form under the Securities Act with respect to an offer to exchange (such registration statement, the "Exchange Offer Registration Statement", and such offer, the "“Exchange Offer"”) any and all of the Notes Securities for a like aggregate principal amount of notes debt securities issued by the IssuersIssuers and guaranteed by the Guarantors, which notes are debt securities will be substantially identical in all material respects to the Notes (and are entitled to the benefits of a trust indenture which has terms identical in all material respects to the Indenture or is the Indenture and which has been qualified under the Trust Indenture Act)Securities, except that they have been registered pursuant to an effective registration statement under the Securities Act will not contain specified transfer restrictions and do will not contain provisions for the additional interest Special Interest contemplated in by Section 2(c) below (such notes hereinafter called "Exchange Notes"). The Issuers agree to use their reasonable best efforts to cause the Exchange Offer Registration Statement to become or be declared effective under the Securities Act as soon as practicable, but no later than 180 days after the Closing Date. The Exchange Offer and will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the (such new debt securities, “Exchange ActSecurities”). The Issuers further and the Guarantors agree to use their commercially reasonable best efforts to complete have the Exchange Registration Statement declared effective by the Commission on or prior to 270 days after the Closing Date. Unless the Exchange Offer promptlywould not be permitted by applicable law or Commission policy, but no later than 30 business days or longerthe Issuers and the Guarantors will (i) commence the Exchange Offer promptly following the Effective Time of such Exchange Registration Statement, if required by the federal securities laws, after such registration statement has become effective, (ii) hold the Exchange Offer open for at least 30 days 20 Business Days in accordance with Regulation 14E promulgated by the Commission under the Exchange Act and (iii) issue Exchange Securities in exchange Exchange Notes for all Registrable Securities that have been properly tendered and not validly withdrawn on or prior to the expiration of thereto in the Exchange Offer. The Exchange Offer will be deemed to have been "“completed" ” only (i) if the Exchange Notes Securities and related Note Guarantees received by holders, holders other than Restricted Holders, Holders in the Exchange Offer in exchange for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuers having exchanged the Exchange Notes for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Issuers having exchanged, pursuant to the Exchange Offer, Exchange Notes for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 30 business days following the commencement of the Exchange Offer. The Issuers agree (x) to include in the Exchange Offer Registration Statement a prospectus for use in any resales by any holder of Exchange Notes that is a broker-dealer and (y) to keep such Exchange Offer Registration Statement effective for a period (the "Resale Period") beginning when Exchange Notes are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Offer Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (c), (d) and (e) hereof.America and

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Issuers agree Company agrees to file under the Securities Act, as soon as practicable, but no later than 120 60 days after the Closing Issue Date, a registration statement relating to an offer to exchange (such registration statement, the "Exchange Offer Registration Statement", and such offer, the "Exchange Offer") any and all of the Notes Securities for a like aggregate principal amount of notes debt securities issued by the IssuersCompany, which notes debt securities are substantially identical in all material respects to the Notes Securities (and are entitled to the benefits of a trust indenture which has terms is substantially identical in all material respects to the Indenture or is the Indenture and which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain registration rights, transfer restrictions and provisions for the additional interest contemplated in Section 2(c) below (such notes new debt securities hereinafter called "Exchange NotesSecurities"). The Issuers agree Company agrees to use their reasonable its best efforts to cause the Exchange Offer Registration Statement to become or be declared effective under the Securities Act as soon as practicable, but no later than 180 days after the Closing Issue Date. The Exchange Offer will be registered under the Securities Act on the appropriate form required by the Commission and will comply with all applicable tender offer rules and regulations under the Exchange ActAct and all applicable federal and state securities laws. The Issuers Company further agree agrees to use their reasonable its best efforts to commence and complete the Exchange Offer promptly, but no later than 30 business 45 days or longer, if required by the federal securities laws, after such registration statement Registration Statement has become effective, hold the Exchange Offer open for at least 30 days and exchange issue Exchange Notes Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been "completed" only if the Exchange Notes debt securities received by holders, holders other than Restricted Holders, Holders in the Exchange Offer in exchange for Registrable Securities are, upon receipt, transferable by each such holder without restriction under need for further compliance with Section 5 of the Securities Act and the Exchange Act Act, and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuers Company having exchanged the Exchange Notes Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Issuers Company having exchanged, pursuant to the Exchange Offer, Exchange Notes Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 30 business days following the commencement com mencement of the Exchange Offer. The Issuers agree Company agrees (x) to include in the Exchange Offer Registration Statement a prospectus for use in connection with any resales by any holder of Exchange Notes that is Securities by a broker-dealer, other than resales of Exchange Securities received by a broker-dealer pursuant to an Exchange Offer in exchange for Registrable Securities acquired by the broker-dealer directly from the Company, and (y) to keep such Exchange Offer Registration Statement effective for a period (the "Resale Period") beginning when Exchange Notes Securities are first issued in the Exchange Offer and ending upon the earlier of (x) the expiration of the 180th 90th day after the Exchange Offer has been completed or (y) such time as such broker-broker- dealers no longer own any Registrable Securities. With respect to such Exchange Offer Registration Statement, such holders each broker-dealer that holds Exchange Securities received in an Exchange Offer in exchange for Registerable Securities not acquired by it directly from the Company shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (c), (d) and (e) hereof.

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Issuers agree Company agrees to file under the Securities Act, as soon as practicable, but no later than 120 Act on or prior to 60 days after the Closing DateSeptember 22, 2004, a registration statement relating to an offer to exchange (such registration statement, the "Exchange Offer Registration Statement", and such offer, the "Exchange Offer") any and all of the Notes Securities for a like aggregate principal amount of notes debt securities issued by the IssuersCompany and guaranteed by the Guarantor, which notes debt securities and guarantee are substantially identical in all material respects to the Notes Securities (and are entitled to the benefits of a trust indenture which has terms is substantially identical in all material respects to the Indenture or is the Indenture and which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest contemplated in Section 2(c) below (such notes new debt securities hereinafter called "Exchange NotesSecurities"). The Issuers agree Exchange Securities will be issued as evidence of the same continuing indebtedness of the Company and will not constitute the creation of new indebtedness. The Company agrees to use their reasonable its best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act on or be declared prior to 150 days after September 22, 2004 and the Company further agrees to use its commercially reasonable efforts to cause the Exchange Registration Statement to become effective under the Securities Act as soon promptly as practicable, but no later than 180 days after the Closing Datereasonably possible. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Issuers Company further agree agrees to use their reasonable its best efforts to commence and complete the Exchange Offer promptly, but no later than 30 on or prior to 45 business days or longer, if required by the federal securities laws, after such registration statement has become effective, hold the Exchange Offer open for at least 30 days and exchange Exchange Notes Securities for all Registrable Transfer Restricted Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been "completed" only if the Exchange Notes debt securities received by holders, holders other than Restricted Holders, Holders in the Exchange Offer in exchange for Registrable Transfer Restricted Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of AmericaStates. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuers Company having exchanged the Exchange Notes Securities for all outstanding Registrable Transfer Restricted Securities pursuant to the Exchange Offer and (ii) the Issuers Company having exchanged, pursuant to the Exchange Offer, Exchange Notes Securities for all Registrable Transfer Restricted Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 30 business days following the commencement of the Exchange Offer. The Issuers agree Company agrees (x) to include in the Exchange Offer Registration Statement a prospectus for use in any resales by any holder of Exchange Notes Securities that is a broker-dealer that has acquired such Transfer Restricted Securities for its own account as a result of market-making activities or other trading activities and not directly from the Company, and (y) to keep such Exchange Offer Registration Statement effective for a period (the "Resale Period") beginning when Exchange Notes Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Transfer Restricted Securities, other than Transfer Restricted Securities acquired from the Company. With respect to such Exchange Offer Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (c), (d) and (e) hereof.

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Issuers agree to file under the Securities ActAct on or prior to April 1, as soon as practicable, but no later than 120 days after the Closing Date2005, a registration statement relating to an offer to exchange (such registration statement, the "“Exchange Offer Registration Statement"”, and such offer, the "“Exchange Offer"”) any and all of the Notes Securities for a like aggregate principal amount at maturity of notes debt securities issued by the Issuers, which notes debt securities are substantially identical in all material respects to the Notes Securities (and are entitled to the benefits of a trust indenture which has terms is substantially identical in all material respects to the Indenture or is the Indenture and which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest contemplated in Section 2(c) below (such notes new debt securities hereinafter called "“Exchange Notes"Securities”). The Issuers agree to use their all commercially reasonable best efforts to cause the Exchange Offer Registration Statement to become or be declared effective under the Securities Act as soon as practicableon or prior to July 1, but no later than 180 days after the Closing Date2005. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Unless the Exchange Offer would not be permitted by applicable law or SEC policy, the Issuers further agree to use their all commercially reasonable best efforts to commence and complete the Exchange Offer promptly, but no later than 30 business days days, or longer, if required by the federal securities laws, after such registration statement has become effective, hold the Exchange Offer open for at least 30 business days and exchange Exchange Notes Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been "“completed" ” only if the Exchange Notes debt securities received by holders, holders other than Restricted Holders, Holders in the Exchange Offer in exchange for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuers having exchanged the Exchange Notes Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Issuers having exchanged, pursuant to the Exchange Offer, Exchange Notes Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 30 business days following the commencement of the Exchange Offer. The Issuers agree (x) to include in the Exchange Offer Registration Statement a prospectus for use in any resales by any holder of Exchange Notes Securities that is a broker-dealer and (y) to use all commercially reasonable efforts to keep such Exchange Offer Registration Statement effective for a period (the "“Resale Period"”) beginning when the Exchange Notes Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Offer Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (c), (d) and (e) hereof.

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Issuers agree to file under the Securities Act, as soon as practicable, but no later than 120 days after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the "“Exchange Offer Registration Statement", ,” and such offer, the "“Exchange Offer"”) any and all of the Notes Registrable Securities for a like aggregate principal amount of notes issued by the Issuers, which notes are substantially identical in all material respects to the Notes (and are entitled to the benefits of a trust indenture which has terms identical in all material respects to the Indenture or is the Indenture and which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest contemplated in Section 2(c) below (such notes hereinafter called "Exchange Notes"). The Issuers agree to use their reasonable best efforts to cause the Exchange Offer Registration Statement to become or be declared effective under the Securities Act as soon as practicable, but no later than 180 days practicable after the Closing Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Issuers further agree to use their reasonable best efforts to complete the Exchange Offer promptly, but no not later than 30 450 days following February 18, 2020 (or if such 450th day is not a business days or longerday, if required by the federal securities laws, after such registration statement has become effective, hold next succeeding business day) (the “Exchange Offer open for at least 30 days Date”) and to exchange Exchange Notes for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Issuers shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable United States federal and state securities laws to complete the Exchange Offer; provided, however, that in no event shall such period be less than 20 business days after the date notice of the Exchange Offer is mailed to holders. The Exchange Offer will be deemed to have been "completed" completed only if the Exchange Notes received by holders, other than Restricted Holders, in the Exchange Offer in exchange for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuers having exchanged the Exchange Notes for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Issuers having exchanged, pursuant to the Exchange Offer, Exchange Notes for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 30 business days following the commencement of the Exchange Offer. The Issuers agree (x) to include in the Exchange Offer Registration Statement a prospectus for use in any resales by any holder of Exchange Notes that is a broker-dealer and identifies itself as such by written notice to the Issuers prior to the effectiveness of the Exchange Offer Registration Statement and (y) to keep such Exchange Offer Registration Statement effective for a period (the "“Resale Period"”) beginning when Exchange Notes are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Offer Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (c), (d) and (e) hereof.

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Issuers agree Company agrees to file under the Securities ActAct on or prior to June 30, as soon as practicable, but no later than 120 days after the Closing Date2004, a registration statement relating to an offer to exchange (such registration statement, the "“Exchange Offer Registration Statement"”, and such offer, the "“Exchange Offer"”) any and all of the Notes Securities for a like aggregate principal amount of notes debt securities issued by the IssuersCompany, which notes debt securities are substantially identical in all material respects to the Notes Securities (and are entitled to the benefits of a trust indenture which has terms is substantially identical in all material respects to the Indenture or is the Indenture and which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest contemplated in Section 2(c) below (such notes new debt securities hereinafter called "“Exchange Notes"Securities”). The Issuers agree Exchange Securities will be issued as evidence of the same continuing indebtedness of the Company and will not constitute the creation of new indebtedness. The Company agrees to use their reasonable its best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act on or be declared prior to 180 days after March 3, 2004 and the Company further agrees to use its commercially reasonable efforts to cause the Exchange Registration Statement to become effective under the Securities Act as soon promptly as practicable, but no later than 180 days after the Closing Datereasonably possible. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Issuers Company further agree agrees to use their reasonable its best efforts to commence and complete the Exchange Offer promptly, but no later than 30 on or prior to 45 business days or longer, if required by the federal securities laws, after such registration statement has become effective, hold the Exchange Offer open for at least 30 days and exchange Exchange Notes Securities for all Registrable Transfer Restricted Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been "“completed" ” only if the Exchange Notes debt securities received by holders, holders other than Restricted Holders, Holders in the Exchange Offer in exchange for Registrable Transfer Restricted Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of AmericaStates. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuers Company having exchanged the Exchange Notes Securities for all outstanding Registrable Transfer Restricted Securities pursuant to the Exchange Offer and (ii) the Issuers Company having exchanged, pursuant to the Exchange Offer, Exchange Notes Securities for all Registrable Transfer Restricted Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 30 business days following the commencement of the Exchange Offer. The Issuers agree Company agrees (x) to include in the Exchange Offer Registration Statement a prospectus for use in any resales by any holder of Exchange Notes Securities that is a broker-dealer that has acquired such Transfer Restricted Securities for its own account as a result of market-making activities or other trading activities and not directly from the Company, and (y) to keep such Exchange Offer Registration Statement effective for a period (the "“Resale Period"”) beginning when Exchange Notes Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Transfer Restricted Securities, other than Transfer Restricted Securities acquired from the Company. With respect to such Exchange Offer Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (c), (d) and (e) hereof.

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Issuers agree Company agrees to use its commercially reasonable efforts to file under the Securities Act, as soon as practicable, but no later than 120 90 days after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the "Exchange Offer Registration Statement", and such offer, the "Exchange Offer") any and all of the Notes Securities for a like aggregate principal amount of notes debt securities issued by the IssuersCompany, which notes debt securities are substantially identical in all material respects to the Notes Securities (and are entitled to the benefits of a trust indenture which has terms is substantially identical in all material respects to the Indenture or is the Indenture and which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest contemplated in Section 2(c) below (such notes new debt securities hereinafter called "Exchange NotesSecurities"); provided that if at the end of such 90-day period the Company has filed with the Commission a registration statement with respect to an initial public offering of its common stock which has not been declared effective by the Commission at such time, the Company will have an additional 30 days to file an Exchange Registration Statement. The Issuers agree Company agrees to use their its commercially reasonable best efforts to cause the Exchange Offer Registration Statement to become or be declared effective under the Securities Act as soon as practicable, but no not later than 180 days after the Closing Date; provided that if the proviso of the preceding sentence is applicable, then the Company shall have an additional 30 days to have the Exchange Registration Statement declared effective. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Issuers Company further agree agrees to use their its commercially reasonable best efforts to complete the Exchange Offer promptly, but no later than on or prior to 30 business days days, or longer, if required by the federal securities laws, after such registration statement has become effective, hold the date on which the Exchange Offer open for at least 30 days and exchange Exchange Notes for all Registrable Securities that have been properly tendered and not withdrawn on or prior to Registration Statement is declared effective by the expiration of the Exchange OfferCommission. The Exchange Offer will be deemed to have been "completed" only if the Exchange Notes debt securities received by holders, holders other than Restricted Holders, Holders in the Exchange Offer in exchange for Registrable Transfer Restricted Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuers Company having exchanged the Exchange Notes Securities for all outstanding Registrable Transfer Restricted Securities pursuant to the Exchange Offer and (ii) the Issuers Company having exchanged, pursuant to the Exchange Offer, Exchange Notes Securities for all Registrable Transfer Restricted Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 30 business days following the commencement of the Exchange Offer. The Issuers agree (x) to include in the Exchange Offer Registration Statement a prospectus for use in any resales by any holder of Exchange Notes that is a broker-dealer and (y) to keep such Exchange Offer Registration Statement effective for a period (the "Resale Period") beginning when Exchange Notes are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Offer Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (c), (d) and (e) hereof.that

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Issuers agree Company agrees to use its best efforts to file under the Securities ActAct or confidentially submit to the Commission, as soon as practicable, but no later than 120 90 days after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the "Exchange Offer Registration Statement", and such offer, the "Exchange Offer") any and all of the Notes Securities for a like aggregate principal amount of notes debt securities issued by the IssuersCompany, which notes debt securities are substantially identical in all material respects to the Notes Securities (and are entitled to the benefits of a trust indenture which has terms is substantially identical in all material respects to the Indenture or is the Indenture and which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest contemplated in Section 2(c) below (such notes new debt securities hereinafter called "Exchange NotesSecurities"). The Issuers agree Company agrees to use their reasonable its best efforts to cause the Exchange Offer Registration Statement to become or be declared effective under the Securities Act as soon as practicable, but no later than 180 days after the Closing Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Issuers Company further agree agrees to use their reasonable its best efforts to commence and complete the Exchange Offer promptly, but no later than 30 business 45 days or longer, if required by the federal securities laws, after such registration statement has become effective, hold the Exchange Offer open for at least 30 days (or longer if required by applicable law) and exchange Exchange Notes Securities for all Registrable Securities that have been properly validly tendered and not withdrawn on or prior to the date of expiration of the Exchange Offer, in accordance with the terms of the Exchange Offer. The Exchange Offer will be deemed to have been "completed" only if the Exchange Notes debt securities received by holders, holders other than Restricted Holders, Holders in the Exchange Offer in exchange for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuers Company having exchanged the Exchange Notes Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Issuers Company having exchanged, pursuant to the Exchange Offer, Exchange Notes Securities for all Registrable Securities that have been properly tendered and not withdrawn before on or prior to the date of expiration of the Exchange Offer, which shall be on a date that is at least 30 business days following the commencement of the Exchange Offer. The Issuers agree Company agrees (x) to include in the Exchange Offer Registration Statement a prospectus for use in any resales by any holder of Exchange Notes Securities that is a broker-dealer and (y) to keep such Exchange Offer Registration Statement effective for a period (the "Resale Period") beginning when Exchange Notes Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Offer Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (c), (d) and (e) hereof.

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Issuers agree Company agrees to use its reasonable best efforts to file with the Commission under the Securities Act, as soon as practicable, but no later than 120 within 60 days after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the "Exchange Offer Registration Statement", and such offer, the "Exchange Offer") any and all of the Notes for a like aggregate principal amount of notes debt securities issued by the IssuersCompany and guaranteed by the Guarantors, which notes debt securities and guarantees are substantially identical in all material respects to the Notes and the related Guarantees, respectively (and are entitled to the benefits of a trust indenture which has terms is substantially identical in all material respects to the Indenture or is the Indenture and which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional special interest payments contemplated in Section 2(c) below (such notes new debt securities hereinafter called "Exchange Notes"). The Issuers agree Company agrees to use their its reasonable best efforts to cause the Exchange Offer Registration Statement to become or be declared effective under the Securities Act as soon as practicable, but no later than 180 days after the Closing Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Issuers Company further agree agrees to use their its reasonable best efforts to commence and complete the Exchange Offer promptly, but no later than 30 business days or longer, if required by the federal securities laws, promptly after such registration statement has become effective, hold the Exchange Offer open for at least 30 days and exchange issue Exchange Notes for all Registrable Securities Notes that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been "completed" only if the Exchange Notes debt securities and related guarantees received by holders, holders other than Restricted Holders, Holders in the Exchange Offer in exchange for Registrable Securities Notes are, upon receipt, transferable by each such holder without restriction under need for further compliance with Section 5 of the Securities Act and the Exchange Act (except for the requirement to deliver a prospectus included in the Exchange Offer Registration Statement applicable to resales by broker-dealers of Exchange Notes received by such broker-dealer pursuant to an Exchange Offer in exchange for Registrable Notes other than those acquired by the broker-dealer directly from the Company), and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuers Company having exchanged the Exchange Notes for all outstanding Registrable Securities Notes pursuant to the Exchange Offer and (ii) the Issuers Company having exchanged, pursuant to the Exchange Offer, Exchange Notes for all Registrable Securities Notes that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 30 business days following the commencement of the Exchange Offer. The Issuers agree Company agrees (x) to include in the Exchange Offer Registration Statement a prospectus for use in connection with any resales by any holder of Exchange Notes that is by a broker-dealer, other than resales of Exchange Notes received by a broker-dealer pursuant to an Exchange Offer in exchange for Registrable Notes acquired by the broker-dealer directly from the Company, and (y) to use its reasonable best efforts to keep such Exchange Offer Registration Statement effective for a period (the "Resale Period") beginning when Exchange Notes are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable SecuritiesNotes. With respect to such Exchange Offer Registration Regis tration Statement, such holders each broker-dealer that holds Exchange Notes received in an Exchange Offer in exchange for Registrable Notes not acquired by it directly from the Company shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (c), (d) and (e) hereof.

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Issuers agree Company agrees to file under the Securities Act, as soon as practicable, but no later than 120 90 days after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the "Exchange Offer Registration Statement", and such offer, the "Exchange Offer") any and all of the Notes Securities for a like aggregate principal amount of notes debt securities issued by the IssuersCompany, which notes debt securities are substantially identical in all material respects to the Notes Securities, including without limitation, the Guarantees, if any (and are entitled to the benefits of a trust indenture which has terms is substantially identical in all material respects to the Indenture or is the Indenture and which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest contemplated in Section 2(c) below (such notes new debt securities hereinafter called "Exchange NotesSecurities"). The Issuers agree Company agrees to use their its reasonable best efforts to cause the Exchange Offer Registration Statement to become or be declared effective under the Securities Act as soon as practicable, but no later than 180 210 days after the Closing Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Issuers Company further agree agrees to use their reasonable best efforts to commence and complete the Exchange Offer promptly, but no later than 30 business 45 days or longer, if required by the federal securities laws, after such registration statement has become effective, hold the Exchange Offer open for at least 30 20 business days and exchange Exchange Notes Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been "completed" only if the Exchange Notes debt securities and the related Guarantees, if any, received by holders, holders other than Restricted Holders, Holders in the Exchange Offer in exchange for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuers Company having exchanged the Exchange Notes Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Issuers Company having exchanged, pursuant to the Exchange Offer, Exchange Notes Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 30 20 business days following the commencement of the Exchange Offer. The Issuers agree Company agrees (x) to include in the Exchange Offer Registration Statement a prospectus for use in any resales by any holder of Exchange Notes Securities that is a broker-dealer and (y) to keep such Exchange Offer Registration Statement effective for a period (the "Resale Period") beginning when Exchange Notes Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Offer Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (c), (d) and (e) hereof.

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Issuers agree Bank agrees to file or cause to be filed under the Securities Act, as soon as practicable, but no not later than 120 255 days after the Closing Settlement Date, a registration statement relating to an offer to exchange (such registration statement, the "“Exchange Offer Registration Statement"”, and such offer, the "“Exchange Offer"”) any and all of the Notes Securities for a like aggregate principal amount of notes debt securities issued by the IssuersBank, which notes debt securities are substantially identical in all material respects to the Notes Securities (and are entitled to the benefits of a trust an indenture which has terms is substantially identical in all material respects to the Indenture or is the Indenture and which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act Act, and do not contain provisions for the additional interest contemplated in Section 2(c) below (such notes new debt securities hereinafter called "“Exchange Notes"Securities”). The Issuers agree Bank agrees to use their its reasonable best efforts to cause the Exchange Offer Registration Statement to become or be declared effective by the Commission under the Securities Act as soon as practicable, but no later than 180 315 days after the Closing Settlement Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Issuers Bank further agree agrees to use their its reasonable best efforts to commence and complete the Exchange Offer promptly, but no later than 30 business 350 days or longer, if required by after the federal securities laws, after such registration statement has become effectiveSettlement Date, hold the Exchange Offer open for at least 30 days and issue and deliver Exchange Securities in exchange Exchange Notes for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Each holder of Registrable Securities who wishes to exchange such Registrable Securities for Exchange Securities in, and in accordance with the terms of, the Exchange Offer will be deemed required to have been "completed" only if make certain customary representations in connection therewith, including representations that such holder is not a Restricted Holder. Upon the effectiveness of the Exchange Notes received by holdersOffer Registration Statement, the Bank shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer that each holder (other than a Restricted Holders, Holder) electing to participate in the Exchange Offer in exchange for Registrable will receive Exchange Securities that are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States states of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuers Bank having exchanged the Exchange Notes Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Issuers Bank having exchanged, pursuant to the Exchange Offer, Exchange Notes Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 30 business days following the commencement of the Exchange Offer. The Issuers agree Bank agrees (x) to include in the Exchange Offer Registration Statement a prospectus for use in any resales by any holder of Exchange Notes Securities that is a broker-dealer and (y) to keep such Exchange Offer Registration Statement effective for a period (the "“Resale Period"”) beginning when Exchange Notes Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th 90th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Offer Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (c), (d) and (e) hereof.

Registration Under the Securities Act. (a) Except In the event the Escrow Release Date occurs, except as set forth in Section 2(b) below, the Issuers agree to file under the Securities Act, as soon as practicable, but no later than 120 days after the Closing Date, practicable a registration statement relating to an offer to exchange (such registration statement, the "“Exchange Offer Registration Statement", ,” and such offer, the "“Exchange Offer"”) any and all of the such Notes for a like aggregate principal amount of notes issued by the Issuers, which notes are substantially identical in all material respects to the Notes (and are entitled to the benefits of a trust indenture which has terms identical in all material respects to the Indenture or is the Indenture and which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest contemplated in Section 2(c) below (such notes hereinafter called "Exchange Notes"). The Issuers agree to use their reasonable best efforts to cause the Exchange Offer Registration Statement to become or be declared effective under the Securities Act as soon as practicable, but no later than 180 days practicable after the Closing Escrow Release Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Issuers further agree to use their reasonable best efforts to complete the Exchange Offer promptly, but no not later than 30 365 days following the Escrow Release Date (or if such 365th day is not a business days or longerday, if required by the federal securities laws, after such registration statement has become effective, hold next succeeding business day) (the “Exchange Offer open for at least 30 days Date”) and to exchange Exchange Notes for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Issuers shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable United States federal and state securities laws to complete the Exchange Offer; provided, however, that in no event shall such period be less than 20 business days after the date notice of the Exchange Offer is mailed to holders. The Exchange Offer will be deemed to have been "completed" completed only if the Exchange Notes received by holders, other than Restricted Holders, in the Exchange Offer in exchange for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuers having exchanged the Exchange Notes for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Issuers having exchanged, pursuant to the Exchange Offer, Exchange Notes for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 30 business days following the commencement of the Exchange Offer. The Issuers agree (x) to include in the Exchange Offer Registration Statement a prospectus for use in any resales by any holder of Exchange Notes that is a broker-dealer and identifies itself as such by written notice to the Issuers prior to the effectiveness of the Exchange Offer Registration Statement and (y) to keep such Exchange Offer Registration Statement effective for a period (the "“Resale Period"”) beginning when Exchange Notes are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Offer Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (c), (d) and (e) hereof.

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Issuers Company, Fort Xxxxx and Fort Xxxxx Operating Co. agree to file under the Securities Act, as soon as practicable, but no later than 120 90 days after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the "Exchange Offer Registration Statement", and such offer, the "Exchange Offer") any and all of the Notes Securities for a like aggregate principal amount of notes debt securities issued by the IssuersCompany and guaranteed, jointly and severally, by Fort Xxxxx and Fort Xxxxx Operating Co., which notes debt securities and guarantees are substantially identical in all material respects to the Notes Securities and the related Guarantees, respectively (and are entitled to the benefits of a trust indenture which has terms is substantially identical in all material respects to the 2008 Note Indenture or the 2014 Note Indenture, as applicable, or is the 2008 Note Indenture or the 2014 Note Indenture, as applicable, and which has been qualified under the Trust Indenture Act), except that they such new debt securities have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest contemplated in Section 2(c) below (such notes new debt securities hereinafter called "Exchange NotesSecurities"). The Issuers Company, Fort Xxxxx and Fort Xxxxx Operating Co. agree to use their reasonable best efforts to cause the Exchange Offer Registration Statement to become or be declared effective under the Securities Act as soon as practicable, but no later than 180 days after the Closing Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Issuers Company, Fort Xxxxx and Fort Xxxxx Operating Co. further agree to use their reasonable best efforts to commence and complete the Exchange Offer promptly, but no later than 30 business days (or longer, if such longer period as may be required by the federal securities laws, law) after the Effective Time of such registration statement has become effectiveExchange Registration Statement, hold the Exchange Offer open for at least 30 days and exchange Exchange Notes Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been "completed" only if the Exchange Notes Securities and the related guarantees received by holders, Holders other than Restricted Holders, Holders in the Exchange Offer in exchange for Registrable Securities are, upon receipt, transferable by each such holder Holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuers Company having exchanged the Exchange Notes Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Issuers Company having exchanged, pursuant to the Exchange Offer, Exchange Notes Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least not less than 30 business days following the commencement of the Exchange Offer. The Issuers Company, Fort Xxxxx and Fort Xxxxx Operating Co. agree (x) to include in the Exchange Offer Registration Statement a prospectus for use in any resales by any holder Holder of Exchange Notes Securities that is a broker-Broker dealer and (y) to keep such Exchange Offer Registration Statement effective for a period (the "Resale Period") beginning when at the Effective Time of such Exchange Notes are first issued in the Exchange Offer Registration Statement and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such brokerBroker-dealers no longer own any Registrable Securities. With respect to such Exchange Offer Registration Statement, such holders Holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (c), (d) and (e) hereof.

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Issuers agree Company agrees to file under the Securities Act, as soon as practicable, but no later than 120 75 days after the Closing Resale Date, a registration statement relating to an offer to exchange (such registration statement, the "“Exchange Offer Registration Statement", ,” and such offer, the "“Exchange Offer"”) any and all of the Notes Securities sold in the Resale for a like aggregate principal amount at maturity of notes debt securities issued by the IssuersCompany, which notes debt securities are substantially identical in all material respects to the Notes Securities (and are entitled to the benefits of a trust indenture which has terms is substantially identical in all material respects to the Indenture or is the Indenture and which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest contemplated in Section 2(c) below (such notes new debt securities hereinafter called "“Exchange Notes"Securities”). The Issuers agree Company agrees to use their its reasonable best efforts to cause the Exchange Offer Registration Statement to become or be declared effective under the Securities Act as soon as practicable, but no later than 180 120 days after the Closing Datedate on which the Exchange Registration Statement is filed. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Issuers Company further agree agrees to use their reasonable its best efforts to commence and complete the Exchange Offer promptly, but no later than 30 business 60 days or longer, if required by the federal securities laws, after such registration statement Exchange Registration Statement has become effective, hold the Exchange Offer open for at least 30 days 20 Business Days and exchange Exchange Notes Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been "“completed" ” only if the Exchange Notes debt securities received by holders, holders other than Restricted Holders, Holders in the Exchange Offer in exchange for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuers Company having exchanged the Exchange Notes Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Issuers Company having exchanged, pursuant to the Exchange Offer, Exchange Notes Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 30 business days 20 Business Days following the commencement of the Exchange Offer. The Issuers agree Company agrees (xA) to include in the Exchange Offer Registration Statement a prospectus for use in any resales by any holder of Exchange Notes Securities that is a broker-dealer and (yB) to keep such Exchange Offer Registration Statement effective for a period (the "“Resale Period"”) beginning when Exchange Notes Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Offer Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (c), (d) and (e) hereof.

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Issuers agree Company agrees to file under the Securities Act, as soon as practicable, but no later than 120 150 days after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the "“Exchange Offer Registration Statement", ,” and such offer, the "“Exchange Offer"”) any and all of the Notes Securities for a like aggregate principal amount at maturity of notes debt securities issued by the IssuersCompany, which notes debt securities are substantially identical in all material respects to the Notes Securities (and are entitled to the benefits of a trust indenture which has terms is substantially identical in all material respects to the Indenture or is the Indenture and which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest contemplated in Section 2(c2(d) below (such notes new debt securities hereinafter called "“Exchange Notes"Securities”). The Issuers agree Company agrees to use their all commercially reasonable best efforts to cause the Exchange Offer Registration Statement to become or be declared effective under the Securities Act as soon as practicable, but no later than 180 240 days after the Closing Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Issuers Company further agree agrees to use their all commercially reasonable best efforts to (A) complete the Exchange Offer promptly, but no later than 30 40 business days or longer, if required by the federal securities laws, after such registration statement Exchange Registration Statement has become effective, hold the Exchange Offer open for at least 30 days effective and (B) exchange Exchange Notes Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been "“completed" ” only if the Exchange Notes debt securities received by holders, holders other than Restricted Holders, Holders in the Exchange Offer in exchange for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuers Company having exchanged the Exchange Notes Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Issuers Company having exchanged, pursuant to the Exchange Offer, Exchange Notes Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 30 business days following the commencement of the Exchange Offer. The Issuers agree Company agrees (x) to include in the Exchange Offer Registration Statement a prospectus for use in any resales by any holder of Exchange Notes Securities that is a broker-dealer and (y) to keep such Exchange Offer Registration Statement effective for a period (the "“Resale Period"”) beginning when Exchange Notes Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Offer Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (c), (d) and (e) hereof.

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Issuers agree Company agrees to file under the Securities Act, as soon as practicable, but no later than 120 180 days after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the "“Exchange Offer Registration Statement"”, and such offer, the "“Exchange Offer"”) any and all of the Notes Securities for a like aggregate principal amount of notes debt securities issued by the IssuersCompany, which notes debt securities are substantially identical in all material respects to the Notes Securities (and are entitled to the benefits of a trust indenture which has terms identical in all material respects to the Indenture or is the Indenture and which has been qualified under the Trust Indenture ActIndenture), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest Special Interest contemplated in Section 2(c) below (such notes new debt securities hereinafter called "“Exchange Notes"Securities”). The Issuers agree Company agrees to use their its commercially reasonable best efforts to cause the Exchange Offer Registration Statement to become or be declared effective under the Securities Act as soon as practicable, but no later than 180 330 days after the Closing Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Issuers further agree to use their reasonable best efforts to complete Unless the Exchange Offer promptlywould not be permitted by applicable law or Commission policy, but no later than 30 business days or longerthe Company further agrees to use its commercially reasonable efforts to (i) commence the Exchange Offer promptly following the Effective Time of such Exchange Registration Statement, if required by the federal securities laws, after such registration statement has become effective, (ii) hold the Exchange Offer open for at least 30 days 20 Business Days in accordance with Regulation 14E promulgated by the Commission under the Exchange Act and (iii) exchange Exchange Notes Securities for all Registrable Securities that have been properly tendered and not properly withdrawn on or prior to promptly following the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been "“completed" ” only (i) if the Exchange Notes debt securities received by holders, holders other than Restricted Holders, Holders in the Exchange Offer in exchange for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuers having exchanged the Exchange Notes for all outstanding Registrable Securities pursuant to the Exchange Offer America and (ii) upon the Issuers Company having exchanged, pursuant to the Exchange Offer, Exchange Notes Securities for all Registrable Securities that have been properly tendered and not properly withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 30 business days 20 and not more than 33 Business Days following the commencement of the Exchange Offer. The Issuers agree Company agrees (x) to include in the Exchange Offer Registration Statement a prospectus for use in any resales by any holder of Exchange Notes Securities that is a broker-dealer and (y) to keep such Exchange Offer Registration Statement effective for a period (the "“Resale Period"”) beginning when Exchange Notes Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th 90th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Offer Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections Subsections 6(a), (c), (d) and (e) hereof).

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

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Issuers agree Company agrees to file under the Securities Act, as soon as practicable, but no later than 120 90 days after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the "Exchange Offer Registration Statement", and such offer, the "Exchange Offer") any and all of the Notes Securities for a like aggregate principal amount of notes debt securities issued by the IssuersCompany, which notes debt securities are substantially identical in all material respects to the Notes Securities (and are entitled to the benefits of a trust indenture which has terms is substantially identical in all material respects to the Indenture or is the Indenture and which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest contemplated in Section 2(c) below (such notes new debt securities hereinafter called "Exchange NotesSecurities"). The Issuers agree Company agrees to use their its reasonable best efforts to cause the Exchange Offer Registration Statement to become or be declared effective under the Securities Act as soon as practicable, but no later than 180 210 days after the Closing Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Issuers Company further agree agrees to use their its reasonable best efforts to commence and complete the Exchange Offer promptly, but no later than 30 business 45 days or longer, if required by the federal securities laws, after such registration statement has become effective, hold the Exchange Offer open for at least 30 days and exchange Exchange Notes Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been "completed" only if the Exchange Notes debt securities received by holders, holders other than Restricted Holders, Holders in the Exchange Offer in exchange for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuers Company having exchanged the Exchange Notes Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Issuers Company having exchanged, pursuant to the Exchange Offer, Exchange Notes Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 30 business days following the commencement of the Exchange Offer. The Issuers agree Company agrees (x) to include in the Exchange Offer Registration Statement a prospectus for use in any resales by any holder of Exchange Notes Securities that is a broker-dealer and (y) to keep such Exchange Offer Registration Statement effective for a period (the "Resale Period") beginning when Exchange Notes Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Offer Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (c), (d) and (e) hereof.

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Issuers agree Company agrees to file under the Securities Act, as soon as practicable, but no later than 120 150 days after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the "“Exchange Offer Registration Statement"”, and such offer, the "“Exchange Offer"”) any and all of the Notes Securities for a like aggregate principal amount of notes debt securities issued by the IssuersCompany, which notes debt securities are substantially identical in all material respects to the Notes Securities (and are entitled to the benefits of a trust indenture which has terms identical in all material respects to the Indenture or is the Indenture and Indenture, which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest contemplated in Section 2(c) below (such notes new debt securities hereinafter called "“Exchange Notes"Securities”). The Issuers agree Company agrees to use their its commercially reasonable best efforts to cause the Exchange Offer Registration Statement to become or be declared effective under the Securities Act as soon as practicable, but no later than 180 200 days after the Closing Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Issuers Company further agree agrees to use their its commercially reasonable best efforts to commence and complete the Exchange Offer promptly, but no later than 30 business 45 days or longer, if required by the federal securities laws, after such registration statement has become effective, hold the Exchange Offer open for at least 30 days and exchange Exchange Notes Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been "“completed" ” only if the Exchange Notes debt securities received by holders, holders other than Restricted Holders, Holders in the Exchange Offer in exchange for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuers Company having exchanged the Exchange Notes Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Issuers Company having exchanged, pursuant to the Exchange Offer, Exchange Notes Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 30 business days following the commencement of the Exchange Offer. The Issuers agree Company agrees (x) to include in the Exchange Offer Registration Statement a prospectus for use in any resales by any holder of Exchange Notes Securities that is a broker-dealer and (y) to keep such Exchange Offer Registration Statement effective for a period (the "“Resale Period"”) beginning when Exchange Notes Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Offer Registration Statement, each such holders holder shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (c), (d) and (e) hereof.

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Issuers agree Company agrees to file under the Securities Act, as soon as practicable, but no later than 120 180 days after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the "“Exchange Offer Registration Statement"”, and such offer, the "“Exchange Offer"”) any and all of the Notes Securities for a like aggregate principal amount of notes debt securities issued by the IssuersCompany, which notes debt securities are substantially identical in all material respects to the Notes Securities (and are entitled to the benefits of a trust indenture which has terms identical in all material respects to the Indenture or is the Indenture and which has been qualified under the Trust Indenture ActIndenture), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest Special Interest contemplated in Section 2(c) below (such notes new debt securities hereinafter called "“Exchange Notes"Securities”). The Issuers agree Company agrees to use their commercially reasonable best efforts to cause the Exchange Offer Registration Statement to become or be declared effective under the Securities Act as soon as practicable, but no later than 180 270 days after the Closing Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Issuers further agree to use their reasonable best efforts to complete Unless the Exchange Offer promptlywould not be permitted by applicable law or Commission policy, but no later than 30 business days or longerthe Company further agrees to use commercially reasonable efforts to (i) commence the Exchange Offer promptly following the Effective Time of such Exchange Registration Statement, if required by the federal securities laws, after such registration statement has become effective, (ii) hold the Exchange Offer open for at least 30 days 20 Business Days in accordance with Regulation 14E promulgated by the Commission under the Exchange Act and (iii) exchange Exchange Notes Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to promptly following the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been "“completed" ” only (i) if the Exchange Notes debt securities received by holders, holders other than Restricted Holders, Holders in the Exchange Offer in exchange for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuers having exchanged the Exchange Notes for all outstanding Registrable Securities pursuant to the Exchange Offer America and (ii) upon the Issuers Company having exchanged, pursuant to the Exchange Offer, Exchange Notes Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 30 business days 20 and not more than 60 Business Days following the commencement of the Exchange Offer. The Issuers agree Company agrees (x) to include in the Exchange Offer Registration Statement a prospectus for use in any resales by any holder of Exchange Notes Securities that is a broker-dealer and (y) to keep such Exchange Offer Registration Statement effective for a period (the "Resale Period") beginning when Exchange Notes are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Offer Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (c), (d) and (e) hereof.use

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Issuers agree Company agrees to file under the Securities Act, as soon as practicable, but no later than 120 60 days after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the "Exchange Offer Registration Statement", and such offer, the "Exchange Offer") any and all of the Notes Securities for a like aggregate principal amount of notes debt securities issued by the IssuersCompany and guaranteed by each of the Guarantors, which notes debt securities and guarantees are substantially identical in all material respects to the Notes Securities and the related Guarantees, respectively (and are entitled to the benefits of a trust indenture which has terms is substantially identical in all material respects to the Indenture or is the Indenture and which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest contemplated in Section 2(c2(d) below (such notes new debt securities hereinafter called "Exchange NotesSecurities"). The Issuers agree Company agrees to use their reasonable its best efforts to cause the Exchange Offer Registration Statement to become or be declared effective under the Securities Act as soon as practicable, but no later than 180 days after the Closing Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Issuers Company further agree agrees to use their reasonable its best efforts to commence and complete the Exchange Offer promptly, but no later than 30 business 45 days or longer, if required by the federal securities laws, after such registration statement has become effective, hold the Exchange Offer open for at least 30 days and exchange Exchange Notes Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been "completed" only if the Exchange Notes debt securities and related guarantees received by holders, holders other than Restricted Holders, Holders in the Exchange Offer in exchange for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuers Company having exchanged the Exchange Notes Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Issuers Company having exchanged, pursuant to the Exchange Offer, Exchange Notes Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 30 business days following the commencement of the Exchange Offer. The Issuers agree Company agrees (x) to include in the Exchange Offer Registration Statement a prospectus for use in any resales by any holder of Exchange Notes Securities that is a broker-dealer and (y) to keep such Exchange Offer Registration Statement effective for a period (the "Resale Period") beginning when Exchange Notes Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Offer Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (c), (d) and (e) hereof.

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Issuers agree Company agrees to file under the Securities Act, Act as soon as practicable, but in no event later than 120 60 days after following the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the "Exchange Offer Registration Statement", and such offer, the "Exchange Offer") any and all of the Notes Securities for a like aggregate principal amount of notes debt securities issued by the IssuersCompany, which notes debt securities are substantially identical in all material respects to the Notes Securities (and are entitled to the benefits of a trust indenture which has terms are substantially identical in all material respects to the Indenture or is the Indenture and which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest contemplated in Section 2(c) below (such notes new debt securities hereinafter called "Exchange NotesSecurities"). The Issuers agree Company agrees to use their all commercially reasonable best efforts to cause the Exchange Offer Registration Statement to become or be declared effective under the Securities Act as soon as practicableat the earliest possible time, but in no event later than 180 days after following the Closing Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Issuers Company further agree agrees to use their reasonable its best efforts to commence and complete the Exchange Offer promptlyon the earliest practicable date, but no later than 30 business days or longer, if required by the federal securities laws, Business Days after such registration statement has become effective, hold the Exchange Offer open for at least 30 days 20 Business Days and exchange Exchange Notes Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been "completed" only if the Exchange Notes debt securities received by holders, holders other than Restricted Holders, Holders in the Exchange Offer in exchange for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuers Company having exchanged the Exchange Notes Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Issuers Company having exchanged, pursuant to the Exchange Offer, Exchange Notes Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 30 business 20 days following the commencement of the Exchange Offer. The Issuers agree Company agrees (x) to include in the Exchange Offer Registration Statement a prospectus for use in any resales by any holder of Exchange Notes Securities that is a broker-dealer and (y) to keep such Exchange Offer Registration Statement effective for a period (the "Resale Period") beginning when Exchange Notes Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Offer Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (c), (d) and (e) hereof.

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

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, with respect to each series of Notes, the Issuers and the Guarantor agree to file under the Securities Act, as soon as practicable, but no later than 120 days after the Closing Date, practicable a registration statement relating to an offer to exchange (such registration statement, the "“Exchange Offer Registration Statement"”, and such offer, the "“Exchange Offer"”) any and all of the such Notes for a like aggregate principal amount of notes issued by the Issuers, which notes are substantially identical in all material respects to the Notes (and are entitled to the benefits of a trust indenture which has terms identical in all material respects to the Indenture or is the Indenture and which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest contemplated in Section 2(c) below (such notes hereinafter called "Exchange Notes"). The Issuers and the Guarantor agree to use their reasonable best efforts to cause the Exchange Offer Registration Statement to become or be declared effective under the Securities Act as soon as practicable, but no later than 180 days practicable after the Closing Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Issuers and the Guarantor further agree to use their reasonable best efforts to complete the Exchange Offer promptly, but no not later than 30 365 days following the Closing Date (or if such 365th day is not a business days or longerday, if required by the federal securities laws, after such registration statement has become effective, hold next succeeding business day) (the “Exchange Offer open for at least 30 days Date”) and to exchange Exchange Notes for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Issuers and the Guarantor shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable United States federal and state securities laws to complete the Exchange Offer; provided, however, that in no event shall such period be less than 20 business days after the date notice of the Exchange Offer is mailed to holders. The Exchange Offer will be deemed to have been "completed" completed only if the Exchange Notes received by holders, other than Restricted Holders, in the Exchange Offer in exchange for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuers having exchanged the Exchange Notes for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Issuers having exchanged, pursuant to the Exchange Offer, Exchange Notes for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 30 business days following the commencement of the Exchange Offer. The Issuers and the Guarantor agree (x) to include in the Exchange Offer Registration Statement a prospectus for use in any resales by any holder of Exchange Notes that is a broker-dealer and identifies itself as such by written notice to the Issuers prior to the effectiveness of the Exchange Offer Registration Statement and (y) to keep such Exchange Offer Registration Statement effective for a period (the "“Resale Period"”) beginning when Exchange Notes are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Offer Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (c), (d) and (e) hereof.

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Issuers agree Company agrees to file under the Securities Act, as soon as practicable, but no later than 120 days after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the "“Exchange Offer Registration Statement"”, and such offer, the "“Exchange Offer"”) any and all of the Notes Securities for a like aggregate principal amount of notes debt securities issued by the IssuersCompany, which notes debt securities are substantially identical in all material respects to the Notes Securities (and are entitled to the benefits of a trust indenture which has terms is substantially identical in all material respects to the Indenture or is the Indenture and which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest contemplated in Section 2(c) below (such notes new debt securities hereinafter called "“Exchange Notes"Securities”). The Issuers agree Company agrees to use their its reasonable best efforts to cause the Exchange Offer Registration Statement to become or be declared effective under the Securities Act as soon as practicable, but no later than 180 days after the Closing Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Issuers Company further agree agrees to use their its reasonable best efforts to commence and complete the Exchange Offer promptly, but no later than 30 business 210 days or longer, if required by after the federal securities laws, after such registration statement has become effectiveClosing Date, hold the Exchange Offer open for at least 30 days and exchange Exchange Notes Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been "“completed" ” only if the Exchange Notes debt securities received by holders, holders other than Restricted Holders, Holders in the Exchange Offer in exchange for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuers Company having exchanged the Exchange Notes Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Issuers Company having exchanged, pursuant to the Exchange Offer, Exchange Notes Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 30 business days following the commencement of the Exchange Offer. The Issuers agree Company agrees (x) to include in the Exchange Offer Registration Statement a prospectus for use in any resales by any holder of Exchange Notes Securities that is a broker-dealer and (y) to keep such Exchange Offer Registration Statement effective for a period (the "“Resale Period"”) beginning when Exchange Notes Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th 90th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Offer Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (c), (d) and (e) hereof. Each holder that participates in the Exchange Offer will be required, as a condition to its participation in the Exchange Offer, to represent to the Company in writing (which may be contained in the applicable letter of transmittal) substantially to the effect that (i) any Exchange Securities to be received by it will be acquired in the ordinary course of its business, (ii) at the time of the commencement of the Exchange Offer such holder will have no arrangement or understanding with any person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Securities in violation of the provisions of the Securities Act, (iii) such holder is not an affiliate of the Company within the meaning of the Securities Act and (iv) such holder is not acting on behalf of a person who could make the foregoing representations. In addition, each broker-dealer that will receive Exchange Securities for its own account in exchange for Registrable Securities that were acquired as a result of market-making or other trading activities will be required to represent that the Registrable Securities of such broker-dealer were acquired in ordinary trading or market-making activities. A broker-dealer that is not able to make the foregoing representation will not be permitted to participate in the Exchange Offer.

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Issuers agree Company agrees to file under the Securities Act, as soon as practicable, but Act no later than 120 the earlier of (i) the Initial Report Filing Date and (ii) 270 days after the Closing Date, a one or more registration statement statements relating to an offer to exchange (each such registration statement, the "an “Exchange Offer Registration Statement"”, and each such offer, the "an “Exchange Offer") ”), any and all of the Notes Securities of a series for a like aggregate principal amount of notes debt securities issued by the IssuersCompany and with the benefit of the Support Agreement by the Support Provider, which notes debt securities and Support are substantially identical in all material respects to the Notes Securities of such series and the related Support, respectively (and are entitled to the benefits of a trust indenture which has terms is substantially identical in all material respects to the Indenture or is the Indenture and which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest contemplated in Section 2(c) below (any such notes new debt securities hereinafter called "“Exchange Notes"Securities”). The Issuers agree Company agrees to use their its reasonable best efforts to cause the an Exchange Registration Statement for each Exchange Offer Registration Statement to become or be declared effective under the Securities Act as soon as practicable, but no later than 180 the earlier of (i) 60 days after the Initial Report Filing Date and (ii) 330 days after the Closing Date. The Exchange Offer Offers will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Issuers Unless an Exchange Offer would not be permitted by applicable law or Commission policy, the Company further agree agrees to use their its reasonable best efforts to commence and complete the each Exchange Offer promptly, but no later than 30 business 45 days or longer, if required by the federal securities laws, after such each respective registration statement has become effective, hold the each Exchange Offer open for at least 30 days and exchange Exchange Notes Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the an Exchange Offer. The An Exchange Offer will be deemed to have been "“completed" ” only if the Exchange Notes debt securities and related Support received by holders, holders other than Restricted Holders, Holders in the such Exchange Offer in exchange for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America. The An Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuers Company having exchanged the Exchange Notes Securities for all outstanding Registrable Securities of a series pursuant to the such Exchange Offer and (ii) the Issuers Company having exchanged, pursuant to the such Exchange Offer, Exchange Notes Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the such Exchange Offer, which shall be on a date that is at least 30 business days following the commencement of the such Exchange Offer. The Issuers agree Company agrees (x) to include in the each Exchange Offer Registration Statement a prospectus for use in any resales by any holder of Exchange Notes Securities that is a broker-broker dealer and (y) to keep such each Exchange Offer Registration Statement effective for a period (the "“Resale Period"”) beginning when Exchange Notes Securities are first issued in the each Exchange Offer and ending upon the earlier of the expiration of the 180th day after the each Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable SecuritiesSecurities of each respective series. With respect to such each Exchange Offer Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (c), (d) and (e) hereof.

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

Registration Under the Securities Act. (a) A. Except as set forth in Section 2(b) below, the Issuers agree Company agrees to file under the Securities Act, Act as soon as practicable, but in no event later than 120 60 days after following the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the "Exchange Offer Registration Statement", and such offer, the "Exchange Offer") any and all of the Notes Securities for a like aggregate principal amount of notes debt securities issued by the IssuersCompany, which notes debt securities are substantially identical in all material respects to the Notes Securities (and are entitled to the benefits of a trust indenture indentures which has terms are substantially identical in all material respects to the Indenture Indentures or is are the Indenture Indentures and which has have been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest contemplated in Section 2(c) below (such notes new debt securities hereinafter called "Exchange NotesSecurities"). The Issuers agree Company agrees to use their all commercially reasonable best efforts to cause the Exchange Offer Registration Statement to become or be declared effective under the Securities Act as soon as practicableat the earliest possible time, but in no event later than 180 150 days after following the Closing Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Issuers Company further agree agrees to use their reasonable its best efforts to commence and complete the Exchange Offer promptlyon the earliest practicable date, but no later than 30 business days or longer, if required by the federal securities laws, Business Days after such registration statement has become effective, hold the Exchange Offer open for at least 30 days 20 Business Days and exchange Exchange Notes Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been "completed" only if the Exchange Notes debt securities received by holders, holders other than Restricted Holders, Holders in the Exchange Offer in exchange for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuers Company having exchanged the Exchange Notes Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Issuers Company having exchanged, pursuant to the Exchange Offer, Exchange Notes Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 30 business 20 days following the commencement of the Exchange Offer. The Issuers agree Company agrees (x) to include in the Exchange Offer Registration Statement a prospectus for use in any resales by any holder of Exchange Notes Securities that is a broker-dealer and (y) to keep such Exchange Offer Registration Statement effective for a period (the "Resale Period") beginning when Exchange Notes Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Offer Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (c), (d) and (e) hereof.

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Issuers agree Company agrees to file under the Securities Act, as soon as practicable, but Act no later than 120 90 days after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the "“Exchange Offer Registration Statement", ,” and such offer, the "“Exchange Offer"”) any and all of the Notes Securities for a like aggregate principal amount of notes debt securities issued by the IssuersCompany, which notes debt securities are substantially identical in all material respects to the Notes Securities (and are entitled to the benefits of a trust indenture which has terms is substantially identical in all material respects to the Indenture or is the Indenture and which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest contemplated in Section 2(c2(d) below (such notes new debt securities are hereinafter called "referred to as, the “Exchange Notes"Securities”). The Issuers agree Company agrees to use their its commercially reasonable best efforts to cause the Exchange Offer Registration Statement to become or be declared effective under the Securities Act as soon as practicable, but no later than 180 days after the Closing Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Issuers Company further agree to agrees to, unless the Exchange Offer would not be permitted by law or Commission policy, use their commercially reasonable best efforts to commence and complete the Exchange Offer promptly, but no later than 30 business 45 days or longer, if required by the federal securities laws, after such registration statement has become effective, hold the Exchange Offer open for at least 30 days and exchange Exchange Notes Securities for all Registrable Transfer Restricted Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been "“completed" ” only if the Exchange Notes debt securities received by holders, Holders other than Restricted Holders, Holders in the Exchange Offer in exchange for Registrable Transfer Restricted Securities are, upon receipt, transferable by each such holder Holder without restriction under Section 5 of the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of AmericaAct. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuers Company having exchanged the Exchange Notes Securities for all outstanding Registrable Transfer Restricted Securities pursuant to the Exchange Offer and (ii) the Issuers Company having exchanged, pursuant to the Exchange Offer, Exchange Notes for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 30 business days following the commencement of the Exchange Offer. The Issuers agree (x) to include in the Exchange Offer Registration Statement a prospectus for use in any resales by any holder of Exchange Notes that is a broker-dealer and (y) to keep such Exchange Offer Registration Statement effective for a period (the "Resale Period") beginning when Exchange Notes are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Offer Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (c), (d) and (e) hereof.to

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Issuers Company and the Guarantors agree to file under the Securities Act, as soon as practicable, but no later than on or prior to 120 days after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the "Exchange Offer Registration Statement", and such offer, the "Exchange Offer") any and all of the Notes Securities for a like aggregate principal amount of notes debt securities issued by the IssuersCompany and guaranteed by the Guarantors, which notes debt securities and guarantees are substantially identical in all material respects to the Notes Securities and the related Guarantees, respectively (and are entitled to the benefits of a trust indenture which has terms is substantially identical in all material respects to the Indenture or is the Indenture and which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest contemplated in Section 2(c) below (such notes new debt securities hereinafter called "Exchange NotesSecurities"). The Issuers agree Company agrees to use their all commercially reasonable best efforts to cause the Exchange Offer Registration Statement to become or be declared effective under by the Securities Act as soon as practicable, but no later than 180 Commission on or prior to 210 days after the Closing Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Issuers Company further agree agrees to use their all commercially reasonable best efforts to complete the Exchange Offer promptly, but no later than issue on or prior to 30 business days days, or longer, if required by the federal securities laws, after such registration statement has become effective, hold the date on which the Exchange Offer open for at least 30 days and Registration Statement was declared effective by the Commission, Exchange Securities in exchange Exchange Notes for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been "completed" only if the Exchange Notes debt securities and related guarantees received by holders, holders other than Restricted Holders, Holders in the Exchange Offer in exchange for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuers Company having exchanged the Exchange Notes Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Issuers Company having exchanged, pursuant to the Exchange Offer, Exchange Notes Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 30 business days following the commencement of the Exchange Offer. The Issuers agree Company agrees (x) to include in the Exchange Offer Registration Statement a prospectus for use in any resales by any holder of Exchange Notes Securities that is a broker-dealer and (y) to keep such Exchange Offer Registration Statement effective for a period (the "Resale Period") beginning when Exchange Notes Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Offer Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (c), (d) and (e) hereof.

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Issuers agree Company agrees to file under the Securities Act, as soon as practicable, but no later than 120 220 days after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the "“Exchange Offer Registration Statement"”, and such offer, the "“Exchange Offer"”) any and all of the Notes Securities for a like aggregate principal amount of notes debt securities issued by the IssuersCompany, which notes debt securities are substantially identical in all material respects to the Notes Securities (and are entitled to the benefits of a trust indenture which has terms identical in all material respects to the Indenture or is the Indenture and which has been qualified under the Trust Indenture ActIndenture), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest Special Interest contemplated in Section 2(c) below (such notes new debt securities hereinafter called "“Exchange Notes"Securities”). The Issuers agree Company agrees to use their commercially reasonable best efforts to cause the Exchange Offer Registration Statement to become or be declared effective under the Securities Act as soon as practicable, but no later than 180 310 days after the Closing Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Issuers further agree to use their reasonable best efforts to complete Unless the Exchange Offer promptlywould not be permitted by applicable law or Commission policy, but no later than 30 business days or longerthe Company further agrees to use commercially reasonable efforts to (i) commence the Exchange Offer promptly following the Effective Time of such Exchange Registration Statement, if required by the federal securities laws, after such registration statement has become effective, (ii) hold the Exchange Offer open for at least 30 days 20 Business Days in accordance with Regulation 14E promulgated by the Commission under the Exchange Act and (iii) exchange Exchange Notes Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to promptly following the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been "“completed" ” only (i) if the Exchange Notes debt securities received by holders, holders other than Restricted Holders, Holders in the Exchange Offer in exchange for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuers having exchanged the Exchange Notes for all outstanding Registrable Securities pursuant to the Exchange Offer America and (ii) upon the Issuers Company having exchanged, pursuant to the Exchange Offer, Exchange Notes Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 30 business days 20 and not more than 60 Business Days following the commencement of the Exchange Offer. The Issuers agree Company agrees (x) to include in the Exchange Offer Registration Statement a prospectus for use in any resales by any holder of Exchange Notes that is a broker-dealer and (y) to keep such Exchange Offer Registration Statement effective for a period (the "Resale Period") beginning when Exchange Notes are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Offer Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (c), (d) and (e) hereof.Exchange

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Issuers Company and the Guarantors agree to file under the Securities Act, as soon as practicable, but Act no later than 120 90 days after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the "Exchange Offer Registration Statement", and such offer, the "Exchange Offer") any and all of the Notes Securities for a like aggregate principal amount of notes debt securities issued by the IssuersCompany and guaranteed by each of the Guarantors, which notes debt securities and guarantees are substantially identical in all material respects to the Notes Securities and the Guarantees, respectively (and are entitled to the benefits of a trust indenture which has terms is substantially identical in all material respects to the Indenture or is the Indenture and which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest contemplated in Section 2(c2(d) below (such notes new debt securities hereinafter called "Exchange NotesSecurities"). The Issuers Company and the Guarantors agree to use their reasonable best efforts to cause the Exchange Offer Registration Statement to become or be declared effective under the Securities Act as soon as practicable, but no later than 180 days after the Closing Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Issuers Company and the Guarantors further agree to use their reasonable best efforts to commence and complete the Exchange Offer promptly, but no later than 30 business 45 days or longer, if required by the federal securities laws, after such registration statement has become effective, hold the Exchange Offer open for at least 30 days and exchange Exchange Notes Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been "completed" only if the Exchange Notes debt securities and related guarantees received by holders, holders other than Restricted Holders, Holders in the Exchange Offer in exchange for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuers Company having exchanged the Exchange Notes Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Issuers Company having exchanged, pursuant to the Exchange Offer, Exchange Notes Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 30 business days following the commencement of the Exchange Offer. The Issuers Company and the Guarantors agree (x) to include in the Exchange Offer Registration Statement a prospectus for use in any resales by any holder of Exchange Notes Securities that is a broker-dealer and (y) to keep such Exchange Offer Registration Statement effective for a period (the "Resale Period") beginning when Exchange Notes Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Offer Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (c), (d) and (e) hereof.

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Issuers agree Company agrees to file under the Securities Act, as soon as practicable, but no later than 120 180 days after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the "“Exchange Offer Registration Statement"”, and such offer, the "“Exchange Offer"”) any and all of the Notes Securities for a like aggregate principal amount of notes debt securities issued by the IssuersCompany, which notes debt securities are substantially identical in all material respects to the Notes Securities (and are entitled to the benefits of a trust indenture which has terms identical in all material respects to the Indenture or is the Indenture and which has been qualified under the Trust Indenture ActIndenture), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest Special Interest contemplated in Section 2(c) below (such notes new debt securities hereinafter called "“Exchange Notes"Securities”). The Issuers agree Company agrees to use their commercially reasonable best efforts to cause the Exchange Offer Registration Statement to become or be declared effective under the Securities Act as soon as practicable, but no later than 180 270 days after the Closing Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Issuers further agree to use their reasonable best efforts to complete Unless the Exchange Offer promptlywould not be permitted by applicable law or Commission policy, but no later than 30 business days or longerthe Company further agrees to use commercially reasonable efforts to (i) commence the Exchange Offer promptly following the Effective Time of such Exchange Registration Statement, if required by the federal securities laws, after such registration statement has become effective, (ii) hold the Exchange Offer open for at least 30 days 20 Business Days in accordance with Regulation 14E promulgated by the Commission under the Exchange Act and (iii) exchange Exchange Notes Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to promptly following the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been "“completed" ” only (i) if the Exchange Notes debt securities received by holders, holders other than Restricted Holders, Holders in the Exchange Offer in exchange for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuers having exchanged the Exchange Notes for all outstanding Registrable Securities pursuant to the Exchange Offer America and (ii) upon the Issuers Company having exchanged, pursuant to the Exchange Offer, Exchange Notes Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 30 business days 20 and not more than 60 Business Days following the commencement of the Exchange Offer. The Issuers agree Company agrees (x) to include in the Exchange Offer Registration Statement a prospectus for use in any resales by any holder of Exchange Notes Securities that is a broker-dealer and (y) to use commercially reasonable efforts to keep such Exchange Offer Registration Statement effective for a period (the "“Resale Period"”) beginning when Exchange Notes Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Offer Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections Subsections 6(a), (c), (d) and (e) hereof).

Registration Under the Securities Act. (a) Except a)Except as set forth in Section 2(b) below, the Issuers agree Company agrees to file under the Securities Act, as soon as practicable, but no later than 120 365 days after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the "“Exchange Offer Registration Statement"”, and such offer, the "“Exchange Offer"”) any and all of the Notes Securities for a like aggregate principal amount of notes debt securities issued by the IssuersCompany, which notes debt securities are substantially identical in all material respects to the Notes Securities (and are entitled to the benefits of a trust indenture which has terms identical in all material respects to the Indenture or is the Indenture and which has been qualified under the Trust Indenture ActIndenture), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest Special Interest contemplated in Section 2(c) below (such notes new debt securities hereinafter called "“Exchange Notes"Securities”). The Issuers agree Company agrees to use their commercially reasonable best efforts to cause the Exchange Offer Registration Statement to become or be declared effective under the Securities Act as soon as practicable, but no later than 180 455 days after the Closing Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Issuers further agree to use their reasonable best efforts to complete Unless the Exchange Offer promptlywould not be permitted by applicable law or Commission policy, but no later than 30 business days or longerthe Company further agrees to use commercially reasonable efforts to (i) commence the Exchange Offer promptly following the Effective Time of such Exchange Registration Statement, if required by the federal securities laws, after such registration statement has become effective, (ii) hold the Exchange Offer open for at least 30 days 20 Business Days in accordance with Regulation 14E promulgated by the Commission under the Exchange Act and (iii) exchange Exchange Notes Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to promptly following the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been "“completed" ” only (i) if the Exchange Notes debt securities received by holders, holders other than Restricted Holders, Holders in the Exchange Offer in exchange for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuers having exchanged the Exchange Notes for all outstanding Registrable Securities pursuant to the Exchange Offer America and (ii) upon the Issuers Company having exchanged, pursuant to the Exchange Offer, Exchange Notes Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 30 business days 20 and not more than 60 Business Days following the commencement of the Exchange Offer. The Issuers agree Company agrees (x) to include in the Exchange Offer Registration Statement a prospectus for use in any resales by any holder of Exchange Notes Securities that is a broker-dealer and (y) to use commercially reasonable efforts to keep such Exchange Offer Registration Statement effective for a period (the "“Resale Period"”) beginning when Exchange Notes Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Offer Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections Subsections 6(a), (c), (d) and (e) hereof).

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Issuers agree Company agrees to file under the Securities Act, as soon as practicable, but no later than 120 270 days after the Closing Date, a one or more registration statement statements relating to an offer to exchange (each such registration statement, the "an “Exchange Offer Registration Statement"”, and each such offer, the "an “Exchange Offer"”) any and all of the Notes Securities for a like aggregate principal amount of notes junior subordinated debentures issued by the IssuersCompany, which notes junior subordinated debentures have provisions that are substantially identical in all material respects to the Notes Securities (and are entitled to the benefits of a trust indenture which has terms is substantially identical in all material respects to the Indenture or is the Indenture and which has been qualified under the Trust Indenture Act), except that they have been registered with the Commission pursuant to an effective registration statement under the Securities Act and do not contain provisions restricting their transfer or for the additional interest contemplated in Section 2(c) below (any such notes new junior subordinated debentures hereinafter called "“Exchange Notes"Securities”). The Issuers agree Company agrees to use their commercially reasonable best efforts to cause the an Exchange Offer Registration Statement to become or be declared effective under the Securities Act as soon as practicable, but no later than 180 360 days after the Closing Date. The Exchange Offer Offers will be registered under the Securities Act on the appropriate form and will comply comply, in all material respects, with all applicable tender offer rules and regulations under the Exchange Act. The Issuers Company further agree agrees to use their commercially reasonable best efforts to commence and complete the each Exchange Offer promptly, but no later than 30 business days or longer, if required by the federal securities laws, after such registration statement Exchange Registration Statement has become effective, hold the Exchange Offer open for at least 30 days effective and exchange Exchange Notes Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the such Exchange Offer. The An Exchange Offer will be deemed to have been "“completed" ” only if the Exchange Notes Securities received by holders, holders other than Restricted Holders, Holders in the such Exchange Offer in exchange for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America. The An Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuers Company having exchanged the Exchange Notes Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Issuers Company having exchanged, pursuant to the such Exchange Offer, Exchange Notes Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the such Exchange Offer, which shall be on a date that is at least 30 20 business days following the commencement of the such Exchange Offer. The Issuers agree Company agrees (x) to include in the an Exchange Offer Registration Statement a prospectus for use in any resales by any holder of Exchange Notes Securities that is a broker-dealer or any other person with similar prospectus delivery requirements and (y) to keep such Exchange Offer Registration Statement effective for a period (the "“Resale Period"”) beginning when Exchange Notes Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th 30th day after the such Exchange Offer has been completed or such time as such broker-dealers or such other persons no longer own any Registrable Securities. With respect to such Exchange Offer Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (c), ) and (d) hereof. In the event the Company for any reason does not complete the Exchange Offer as contemplated in this Section 2(a), the Company shall have no further obligations under this Agreement except as provided in Section 2(b) below and (efor the payment of “Special Interest” as provided in Section 2(c) hereofbelow.

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Issuers agree Company agrees to file under the Securities Act, as soon as practicable, but no later than 120 150 days after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the "“Exchange Offer Registration Statement", ,” and such offer, the "“Exchange Offer"”) any and all of the Notes Securities for a like aggregate principal amount of notes debt securities issued by the IssuersCompany, which notes debt securities are substantially identical in all material respects to the Notes Securities (and are entitled to the benefits of a trust indenture which has terms is substantially identical in all material respects to the Indenture or is the Indenture and which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest contemplated in Section 2(c2(d) below (such notes new debt securities hereinafter called "“Exchange Notes"Securities”). The Issuers agree Company agrees to use their all commercially reasonable best efforts to cause the Exchange Offer Registration Statement to become or be declared effective under the Securities Act as soon as practicable, but no later than 180 240 days after the Closing Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Issuers Company further agree agrees to use their all commercially reasonable best efforts to (A) complete the Exchange Offer promptly, but no later than 30 40 business days or longer, if required by the federal securities laws, after such registration statement Exchange Registration Statement has become effective, hold the Exchange Offer open for at least 30 days effective and (B) exchange Exchange Notes Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been "“completed" ” only if the Exchange Notes debt securities received by holders, holders other than Restricted Holders, Holders in the Exchange Offer in exchange for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuers Company having exchanged the Exchange Notes Securities for all a1l outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Issuers Company having exchanged, pursuant to the Exchange Offer, Exchange Notes Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 30 business days following the commencement of the Exchange Offer. The Issuers agree Company agrees (x) to include in the Exchange Offer Registration Statement a prospectus for use in any resales by any holder of Exchange Notes Securities that is a broker-dealer and (y) to keep such Exchange Offer Registration Statement effective for a period (the "“Resale Period"”) beginning when Exchange Notes Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Offer Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (c), (d) and (e) hereof.

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below), the Issuers agree Partnership agrees to file under the Securities Act, as soon as practicable, but no later than 120 150 days after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the "Exchange Offer Registration Statement", and such offer, the "Exchange Offer") any and all of the Notes Securities for a like aggregate principal amount of notes debt securities issued by the Issuers, Partnership which notes debt securities are substantially identical in all material respects to the Notes Securities (and are entitled to the benefits of a trust indenture which has terms is substantially identical in all material respects to the Indenture or is the Indenture and which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest contemplated in Section 2(c) below (such notes new debt securities hereinafter called "Exchange NotesSecurities"). The Issuers agree Partnership agrees to use their its reasonable best efforts to cause the Exchange Offer Registration Statement to become or be declared effective under the Securities Act as soon as practicable, but no later than 180 270 days after the Closing Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Issuers Partnership further agree agrees to use their its reasonable best efforts to commence and complete the Exchange Offer promptly, but no later than 30 business 45 days or longer, if required by the federal securities laws, after such registration statement has become effective, hold the Exchange Offer open for at least 30 20 business days and exchange Exchange Notes Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been "completed" only if the Exchange Notes debt securities received by holders, holders other than Restricted Holders, Holders in the Exchange Offer in exchange for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America. The Exchange Offer , which shall be deemed to have been completed occurred upon the earlier to occur of (i) the Issuers having exchanged the Exchange Notes for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Issuers Partnership having exchanged, pursuant to the Exchange Offer, Exchange Notes Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 30 20 business days following the commencement of the Exchange Offer. The Issuers agree Partnership agrees (x) to include in the Exchange Offer Registration Statement a prospectus for use in any resales by any holder of Exchange Notes Securities that is a broker-dealer and (y) to keep such Exchange Offer Registration Statement effective for a period (the "Resale Period") beginning when Exchange Notes Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Offer Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (c), (d) and (e) hereof).

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Issuers agree Company agrees to file under the Securities Act, as soon as practicable, but Act no later than 120 days after the Closing DateMarch 15, 2001 a registration statement relating to an offer to exchange (such registration statement, the "Exchange Offer Registration Statement", and such offer, the "Exchange Offer") any and all of the Notes Securities for a like aggregate principal amount of notes debt securities issued by the IssuersCompany and guaranteed by the Guarantors, if any, which notes debt securities and guarantee, if any, are substantially identical in all material respects to the Notes Securities and the related Guarantee (if any), respectively (and are entitled to the benefits of a trust indenture which has terms is substantially identical in all material respects to the Indenture or is the Indenture and which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest contemplated in Section 2(c2(d) below (such notes new debt securities hereinafter called "Exchange NotesSecurities"). The Issuers agree Company agrees to use their reasonable its best efforts to cause the Exchange Offer Registration Statement to become or be declared effective under the Securities Act as soon as practicablepracticable thereafter, but no later than 180 days after the Closing DateJuly 15, 2001. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Issuers Company further agree agrees to use their reasonable its best efforts to commence and complete the Exchange Offer promptly, but no later than 30 business days or longer, if required by the federal securities laws, after such registration statement Exchange Offer Registration Statement has become effective, hold the Exchange Offer open for at least 30 days and exchange issue Exchange Notes Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been "completed" only if the Exchange Notes debt securities and related guarantee, if any, received by holders, holders other than Restricted Holders, Holders in the Exchange Offer in exchange for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuers having exchanged the Exchange Notes for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Issuers having exchanged, pursuant to the Exchange Offer, Exchange Notes for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 30 business days following the commencement of the Exchange Offer. The Issuers agree (x) to include in the Exchange Offer Registration Statement a prospectus for use in any resales by any holder of Exchange Notes that is a broker-dealer and (y) to keep such Exchange Offer Registration Statement effective for a period (the "Resale Period") beginning when Exchange Notes are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Offer Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (c), (d) and (e) hereof.Company

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

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Issuers agree Company agrees to file under the Securities Act, as soon as practicable, but no later than 120 365 days after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the "“Exchange Offer Registration Statement"”, and such offer, the "“Exchange Offer"”) any and all of the Notes Securities for a like aggregate principal amount of notes debt securities issued by the IssuersCompany, which notes debt securities are substantially identical in all material respects to the Notes Securities (and are entitled to the benefits of a trust indenture which has terms identical in all material respects to the Indenture or is the Indenture and which has been qualified under the Trust Indenture ActIndenture), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest Special Interest contemplated in Section 2(c) below (such notes new debt securities hereinafter called "“Exchange Notes"Securities”). The Issuers agree Company agrees to use their commercially reasonable best efforts to cause the Exchange Offer Registration Statement to become or be declared effective under the Securities Act as soon as practicable, but no later than 180 455 days after the Closing Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Issuers further agree to use their reasonable best efforts to complete Unless the Exchange Offer promptlywould not be permitted by applicable law or Commission policy, but no later than 30 business days or longerthe Company further agrees to use commercially reasonable efforts to (i) commence the Exchange Offer promptly following the Effective Time of such Exchange Registration Statement, if required by the federal securities laws, after such registration statement has become effective, (ii) hold the Exchange Offer open for at least 30 days 20 Business Days in accordance with Regulation 14E promulgated by the Commission under the Exchange Act and (iii) exchange Exchange Notes Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to promptly following the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been "“completed" ” only (i) if the Exchange Notes debt securities received by holders, holders other than Restricted Holders, Holders in the Exchange Offer in exchange for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuers having exchanged the Exchange Notes for all outstanding Registrable Securities pursuant to the Exchange Offer America and (ii) upon the Issuers Company having exchanged, pursuant to the Exchange Offer, Exchange Notes Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 30 business days 20 and not more than 60 Business Days following the commencement of the Exchange Offer. The Issuers agree Company agrees (x) to include in the Exchange Offer Registration Statement a prospectus for use in any resales by any holder of Exchange Notes Securities that is a broker-dealer and (y) to keep such Exchange Offer Registration Statement effective for a period (the "Resale Period") beginning when Exchange Notes are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Offer Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (c), (d) and (e) hereof.use

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Issuers agree Company agrees to file under the Securities Act, as soon as practicable, but no later than 120 60 days after the Closing DateAcquisition Closing, a registration statement relating to an offer to exchange (such registration statement, the "Exchange Offer Registration Statement", and such offer, the "Exchange Offer") any and all of the Notes Securities for a like aggregate principal amount of notes debt securities issued by the IssuersCompany and guaranteed by the Guarantors, which notes debt securities and guarantees are substantially identical in all material respects to the Notes Securities and the related Guarantees, respectively (and are entitled to the benefits of a trust indenture which has terms is substantially identical in all material respects to the Indenture or is the Indenture and which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest contemplated in Section 2(c) below (such notes new debt securities hereinafter called "Exchange NotesSecurities"). The Issuers agree Company agrees to use their reasonable its best efforts to cause the Exchange Offer Registration Statement to become or be declared effective under the Securities Act as soon as practicable, but no later than 180 days after the Closing DateAcquisition Closing. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Issuers Company further agree agrees to use their reasonable its best efforts to commence and complete the Exchange Offer promptly, but no later than 30 business 45 days or longer, if required by the federal securities laws, after such registration statement has become effective, hold the Exchange Offer open for at least 30 days and exchange issue Exchange Notes Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been "completed" only if the Exchange Notes debt securities and related guarantees received by holders, holders other than Restricted Holders, Holders in the Exchange Offer in exchange for Registrable Securities are, upon receipt, transferable by each such holder without restriction under need for further compliance with Section 5 of the Securities Act and the Exchange Act (except for the requirement to deliver a prospectus included in the Exchange Registration Statement applicable to resales by broker-dealers of Exchange Securities received by such broker-dealer pursuant to an Exchange Offer in exchange for Registrable Securities other than those acquired by the broker-dealer directly from the Company), and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuers Company having exchanged the Exchange Notes Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Issuers having exchanged, pursuant to the Exchange Offer, Exchange Notes for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 30 business days following the commencement of the Exchange Offer. The Issuers agree (x) to include in the Exchange Offer Registration Statement a prospectus for use in any resales by any holder of Exchange Notes that is a broker-dealer and (y) to keep such Exchange Offer Registration Statement effective for a period (the "Resale Period") beginning when Exchange Notes are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Offer Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (c), (d) and (e) hereof.and

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Issuers and the Guarantors agree to file under the Securities Act, as soon as practicable, but no later than 120 90 days after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the "Exchange Offer Registration Statement", and such offer, the "Exchange Offer") any and all of the Notes Securities for a like aggregate principal amount of notes debt securities issued by the Issuers, Issuers and guaranteed by the Guarantors which notes debt securities and guarantees are substantially identical in all material respects to the Notes Securities and the related Guarantees, respectively (and are entitled to the benefits of a trust indenture which has terms is substantially identical in all material respects to the Indenture In- denture or is the Indenture and which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest contemplated in Section 2(c) below (such notes new debt securities hereinafter called "Exchange NotesSecurities"). The Issuers agree to use their commercially reasonable best efforts to cause the Exchange Offer Registration Statement to become or be declared effective under the Securities Act as soon as practicable, but no later than 180 150 days after the Closing Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Issuers further agree to use their commercially reasonable best efforts to commence and complete the Exchange Offer promptly, but no later than 30 business days or longer, if required by the federal securities laws, after such registration statement has become effective, hold the Exchange Offer open for at least 30 days and exchange Exchange Notes Securities for all Registrable Securities that have been properly validly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been "completed" only if the Exchange Notes debt securities and related guarantees received by holders, holders other than Restricted Holders, Holders in the Exchange Offer in exchange for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuers having exchanged the Exchange Notes Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Issuers having exchanged, pursuant to the Exchange Offer, Exchange Notes Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 30 business days following the commencement of the Exchange Offer. The Issuers agree (x) to include in the Exchange Offer Registration Statement a prospectus for use in any resales by any holder of Exchange Notes Securities that is a broker-dealer and (y) to keep such Exchange Offer Registration Statement effective for a period (the "Resale Period") beginning when Exchange Notes Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Offer Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (c), (d) and (e) hereof.

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Issuers agree Company agrees to file under the Securities Act, as soon as practicable, but no later than 120 90 days after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the "Exchange Offer Registration Statement", and such offer, the "Exchange Offer") any and all of the Notes Securities for a like aggregate principal amount of notes debt securities issued by the IssuersCompany and guaranteed by each of the Guarantors, which notes debt securities and guarantees are substantially identical in all material respects to the Notes Securities and the related Guarantees, respectively (and are entitled to the benefits of a trust indenture which has terms is substantially identical in all material respects to the Indenture or is the Indenture and which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest contemplated in Section 2(c) below (such notes new debt securities hereinafter called "Exchange NotesSecurities"). The Issuers agree Company agrees to use their its reasonable best efforts to cause the Exchange Offer Registration Statement to become or be declared effective under the Securities Act as soon as practicable, but no later than 180 150 days after the Closing Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Issuers Company further agree agrees to use their its reasonable best efforts to commence and complete the Exchange Offer promptly, but no later than 30 business 60 days or longer, if required by after the federal securities laws, after such registration statement Exchange Registration Statement has become effective, hold the Exchange Offer open for at least 30 20 business days and exchange Exchange Notes Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been "completed" only if the Exchange Notes debt securities and related guarantees received by holders, other than Restricted Holders, in the Exchange Offer in exchange for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuers Company having exchanged the Exchange Notes Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Issuers Company having exchanged, pursuant to the Exchange Offer, Exchange Notes Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 30 20 business days following the commencement of the Exchange Offer. The Issuers agree Company agrees (x) to include in the Exchange Offer Registration Statement a prospectus for use in any resales by any holder of Exchange Notes Securities that is a broker-dealer that holds Registrable Securities for its own account as a result of market-making activities or other trading activities (a "Participating Broker-Dealer") and (y) to keep such Exchange Offer Registration Statement effective for a period (the "Resale Period") beginning when Exchange Notes Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such brokerParticipating Broker-dealers Dealers no longer own any Registrable Securities. With respect to such Exchange Offer Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (c), (d) and (e) hereof.

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

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

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Issuers agree Company agrees to file under the Securities Act, as soon as practicable, but no later than 120 230 days after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the "“Exchange Offer Registration Statement"”, and such offer, the "“Exchange Offer"”) any and all of the Notes Securities for a like aggregate principal amount of notes debt securities issued by the IssuersCompany, which notes debt securities are substantially identical in all material respects to the Notes Securities, including without limitation, the Guarantees, if any (and are entitled to the benefits of a trust indenture which has terms is substantially identical in all material respects to the Indenture or is the Indenture and which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest contemplated in Section 2(c) below (such notes new debt securities hereinafter called "“Exchange Notes"Securities”). The Issuers agree Company agrees to use their its reasonable best efforts to cause the Exchange Offer Registration Statement to become or be declared effective under the Securities Act as soon as practicable, but no later than 180 320 days after the Closing Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Issuers Company further agree agrees to use their reasonable best efforts to commence and complete the Exchange Offer promptly, but no later than 30 business 45 days or longer, if required by the federal securities laws, after such registration statement has become effective, hold the Exchange Offer open for at least 30 20 business days and exchange Exchange Notes Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been "“completed" ” only if the Exchange Notes debt securities and the related Guarantees, if any, received by holders, holders other than Restricted Holders, Holders in the Exchange Offer in exchange for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuers Company having exchanged the Exchange Notes Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Issuers Company having exchanged, pursuant to the Exchange Offer, Exchange Notes Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 30 20 business days following the commencement of the Exchange Offer. The Issuers agree Company agrees (x) to include in the Exchange Offer Registration Statement a prospectus for use in any resales by any holder of Exchange Notes Securities that is a broker-dealer and (y) to keep such SFDOCS01/270919.6 Exchange Offer Registration Statement effective for a period (the "“Resale Period"”) beginning when Exchange Notes Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Offer Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (c), (d) and (e) hereof.

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Issuers agree to file under the Securities Act, as soon as practicable, but no later than 120 days after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the "“Exchange Offer Registration Statement", ,” and such offer, the "“Exchange Offer"”) any and all of the Notes Registrable Securities for a like aggregate principal amount of notes issued by the Issuers, which notes are substantially identical in all material respects to the Notes (and are entitled to the benefits of a trust indenture which has terms identical in all material respects to the Indenture or is the Indenture and which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest contemplated in Section 2(c) below (such notes hereinafter called "Exchange Notes"). The Issuers agree to use their reasonable best efforts to cause the Exchange Offer Registration Statement to become or be declared effective under the Securities Act as soon as practicable, but no later than 180 days practicable after the Closing Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Issuers further agree to use their reasonable best efforts to complete the Exchange Offer promptly, but no not later than 30 450 days following May 23, 2019 (or if such 450th day is not a business days or longerday, if required by the federal securities laws, after such registration statement has become effective, hold next succeeding business day) (the “Exchange Offer open for at least 30 days Date”) and to exchange Exchange Notes for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Issuers shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable United States federal and state securities laws to complete the Exchange Offer; provided, however, that in no event shall such period be less than 20 business days after the date notice of the Exchange Offer is mailed to holders. The Exchange Offer will be deemed to have been "completed" completed only if the Exchange Notes received by holders, other than Restricted Holders, in the Exchange Offer in exchange for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuers having exchanged the Exchange Notes for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Issuers having exchanged, pursuant to the Exchange Offer, Exchange Notes for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 30 business days following the commencement of the Exchange Offer. The Issuers agree (x) to include in the Exchange Offer Registration Statement a prospectus for use in any resales by any holder of Exchange Notes that is a broker-dealer and identifies itself as such by written notice to the Issuers prior to the effectiveness of the Exchange Offer Registration Statement and (y) to keep such Exchange Offer Registration Statement effective for a period (the "“Resale Period"”) beginning when Exchange Notes are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Offer Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (c), (d) and (e) hereof.

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Issuers agree Company agrees to file under the Securities Act, as soon as practicable, but no later than 120 270 days after the Closing Date, a one or more registration statement statements relating to an offer to exchange (each such registration statement, the "an “Exchange Offer Registration Statement"”, and each such offer, the "an “Exchange Offer"”) any and all of the Notes Securities for a like aggregate principal amount of notes debt securities issued by the IssuersCompany, which notes debt securities have provisions that are substantially identical in all material respects to the Notes Securities (and are entitled to the benefits of a trust indenture which has terms is substantially identical in all material respects to the Indenture or is the Indenture and which has been qualified under the Trust Indenture Act), except that they have been registered with the Commission pursuant to an effective registration statement under the Securities Act and do not contain provisions restricting their transfer or for the additional interest contemplated in Section 2(c) below (any such notes new debt securities hereinafter called "“Exchange Notes"Securities”). The Issuers agree Company agrees to use their commercially reasonable best efforts to cause the an Exchange Offer Registration Statement to become or be declared effective under the Securities Act as soon as practicable, but no later than 180 360 days after the Closing Date. The Exchange Offer Offers will be registered under the Securities Act on the appropriate form and will comply comply, in all material respects, with all applicable tender offer rules and regulations under the Exchange Act. The Issuers Company further agree agrees to use their commercially reasonable best efforts to commence and complete the each Exchange Offer promptly, but no later than 30 business days or longer, if required by the federal securities laws, after such registration statement Exchange Registration Statement has become effective, hold the Exchange Offer open for at least 30 days effective and exchange Exchange Notes Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the such Exchange Offer. The An Exchange Offer will be deemed to have been "“completed" ” only if the Exchange Notes Securities received by holders, holders other than Restricted Holders, Holders in the such Exchange Offer in exchange for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America. The An Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuers Company having exchanged the Exchange Notes Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Issuers Company having exchanged, pursuant to the such Exchange Offer, Exchange Notes Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the such Exchange Offer, which shall be on a date that is at least 30 20 business days following the commencement of the such Exchange Offer. The Issuers agree Company agrees (x) to include in the an Exchange Offer Registration Statement a prospectus for use in any resales by any holder of Exchange Notes Securities that is a broker-dealer or any other person with similar prospectus delivery requirements and (y) to keep such Exchange Offer Registration Statement effective for a period (the "“Resale Period"”) beginning when Exchange Notes Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th 30th day after the such Exchange Offer has been completed or such time as such broker-dealers or such other persons no longer own any Registrable Securities. With respect to such Exchange Offer Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (c), ) and (d) hereof. In the event the Company for any reason does not complete the Exchange Offer as contemplated in this Section 2(a), the Company shall have no further obligations under this Agreement except as provided in Section 2(b) below and (efor the payment of “Special Interest” as provided in Section 2(c) hereofbelow.

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Issuers agree Company agrees to use its reasonable efforts to file under the Securities Act, as soon as practicable, but no later than 120 90 days after the Closing Date, a single registration statement relating to an offer to exchange (such registration statement, the "Exchange Offer Registration Statement", and such offer, the "Exchange Offer") any and all of the Notes Securities of each Series for a like aggregate principal amount of notes debt securities issued by the IssuersCompany, which notes are debt securities will be substantially identical in all material respects to the Notes Securities of such Series (and are will be entitled to the benefits of a trust indenture which has terms will be substantially identical in all material respects to the Indenture or is the Indenture and which has been will be qualified under the Trust Indenture Act), except that they such new debt securities will have been registered pursuant to an effective registration statement under the Securities Act Act, will not be subject to transfer restrictions or registration rights and do will not contain be entitled to the benefit of provisions for the additional interest Additional Interest contemplated in Section 2(c) below (such notes new debt securities hereinafter called "Exchange NotesSecurities", and each Series thereof an "Exchange Series" or a "Series of Exchange Securities"). The Issuers agree Company agrees to use their its reasonable best efforts to cause the Exchange Offer Registration Statement to become or be declared effective under the Securities Act as soon as practicable, but no later than 180 days after the Closing Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Issuers Company further agree agrees to use their its reasonable best efforts to commence and complete the Exchange Offer promptly, but no later than 30 business days or longer, if required by the federal securities laws, 45 Business Days after such registration statement has become effective, hold the Exchange Offer open for at least 30 days and exchange each Series of Exchange Notes Securities for all Registrable Securities of the same Series that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been "completed" only if the Exchange Notes received by holders, other than Restricted Holders, in the Exchange Offer in exchange for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuers Company having exchanged the Exchange Notes Securities for all outstanding Registrable Securities of the comparable Series pursuant to the Exchange Offer and (ii) the Issuers Company having exchanged, pursuant to the Exchange Offer, Exchange Notes Securities for all Registrable Securities of the comparable Series that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 30 business days following the commencement of the Exchange Offer. The Issuers agree Company agrees (x) to include in the Exchange Offer Registration Statement a prospectus for use in any resales by any holder of Exchange Notes Securities that is a broker-dealer and (y) to keep such Exchange Offer Registration Statement effective for a period (the "Resale Period") beginning when Exchange Notes Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th 90th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Offer Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a5(a), (c), (d) and (e) hereof.

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