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 Company agrees to use commercially reasonable efforts to file under the Securities Act a registration statement relating to an offer to exchange (such registration statement, the "Exchange Registration Statement", and such offer, the "Exchange Offer") any and all of the Securities for a like aggregate principal amount of debt securities issued by the Company and guaranteed by the Subsidiary Guarantors, which debt securities and guarantees are substantially identical to the Securities and the related Guarantees, respectively (and are entitled to the benefits of a trust indenture which is substantially identical 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 new debt securities hereinafter called "Exchange Securities"). The Company agrees to use commercially reasonable efforts to cause the Exchange Registration Statement to become effective under the Securities Act. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply in all material respects with all applicable tender offer rules and regulations under the Exchange Act. The Company further agrees to use commercially reasonable efforts to complete the Exchange Offer no later than 60 days after its commencement, hold the Exchange Offer open for at least 20 business days and exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer.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 debt securities and related guarantees received by holders other than Restricted Holders in the Exchange Offer 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 Company having exchanged, pursuant to the Exchange Offer, Exchange 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 business days following the commencement of the Exchange Offer. If any broker-dealer receives Exchange Securities for its own account in the Exchange Offer in exchange for securities that were acquired by such broker-dealer as a result of market-making or other trading activities, and any such broker-dealer so requests, the Company agrees (x) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is such a broker-dealer and (y) to use commercially reasonable efforts to keep such Exchange Registration Statement effective for a period (the "Resale Period") beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers notify the Company that they no longer own any Registrable Securities. With respect to such Exchange 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 Company agrees to use commercially reasonable efforts and the Guarantors agree to file under the Securities Act Act, no later than 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 Securities for a like aggregate principal amount of debt securities issued by the Company and guaranteed by the Subsidiary Guarantors, which debt securities and guarantees are substantially identical to the Securities and the related Guarantees, respectively (and are entitled to the benefits of a trust indenture which is substantially identical 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 specified transfer restrictions and do not contain provisions for the additional interest Special Interest contemplated in Section 2(c2(d) below (such new debt securities hereinafter called "“Exchange Securities"”). The Company agrees and the Guarantors agree to use all commercially reasonable efforts to cause the Exchange Offer Registration Statement to become effective under the Securities ActAct no later than 240 days after the Closing Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply in all material respects with all applicable tender offer rules and regulations under the Exchange Act. The Company and the Guarantors further agrees agree to use all commercially reasonable efforts to complete consummate the Exchange Offer no later than 60 20 business days after its commencementsuch registration statement has become effective, hold the Exchange Offer open for at least 20 business days 30 days, or longer, if required by the federal securities laws, and exchange Exchange 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 debt securities and related guarantees Exchange Securities received by holders other than Restricted Holders in the Exchange Offer 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 Company having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Company having exchanged, pursuant to the Exchange Offer, Exchange 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 business days following the commencement of the Exchange Offer. If any broker-dealer receives Exchange Securities for its own account in the Exchange Offer in exchange for securities that were acquired by such broker-dealer as a result of market-making or other trading activities, and any such broker-dealer so requests, the The Company agrees (x) to include in the Exchange Offer Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is such 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 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 notify the Company that they 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 Company agrees to use commercially its reasonable best efforts to file under the Securities Act Act, within 150 days after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the "“Exchange Registration Statement"”, and such offer, the "“Exchange Offer"”) any and all of the Securities for a like aggregate principal amount of debt securities issued by the Company and guaranteed by the Subsidiary GuarantorsGuarantors (if any), which debt securities and guarantees (if any) are substantially identical to the Securities and the related Guarantees, respectively (and are entitled to the benefits of a trust indenture which is substantially identical 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 new debt securities hereinafter called "“Exchange Securities"”). The Company agrees to use commercially its reasonable best efforts to cause the Exchange Registration Statement to become effective under the Securities ActAct within 240 days after the Closing Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply in all material respects with all applicable tender offer rules and regulations under the Exchange Act. The Company further agrees to use commercially its reasonable best efforts to complete commence the Exchange Offer no later than 60 days after its commencementpromptly, 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 20 10 business days days, and exchange the Exchange 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 debt securities and related guarantees received by holders other than Restricted Holders in the Exchange Offer 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 If the Company having exchanged, pursuant to commences the Exchange Offer, the Company will be entitled to close the Exchange Securities 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 20 business days following the commencement terms of the Exchange Offer. If any broker-dealer receives Exchange Securities for its own account in the Exchange Offer in exchange for securities that were acquired by such broker-dealer as a result of market-making or other trading activities, and any such broker-dealer so requests, the The Company agrees (x) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is such a broker-dealer and (y) to use commercially reasonable efforts to keep such Exchange Registration Statement effective for a period (the "“Resale Period"”) beginning when Exchange 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 notify the Company that they 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 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 Company Issuer agrees to use commercially reasonable its best efforts to file or cause to be filed under the Securities Act Act, as soon as practicable, but no later than on or before September 30, 2012, 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 Securities for a like aggregate principal amount of debt securities issued by the Company Issuer and guaranteed by the Subsidiary Guarantors, which debt securities and guarantees guaranties are substantially identical to the Securities and the related GuaranteesGuaranties, respectively respectively, (and are entitled to the benefits of a trust indenture which is substantially identical 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 new debt securities hereinafter called "“Exchange Securities"”). The Company Issuer agrees to use commercially reasonable its best efforts to cause the Exchange Offer Registration Statement to become effective by the Commission under the Securities ActAct as soon as practicable, but no later than March 1, 2013. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply in all material respects with all applicable tender offer rules and regulations under the Exchange Act. The Company Issuer further agrees to use commercially reasonable its best efforts to commence and complete the Exchange Offer promptly, but no later than 60 days after its commencementApril 5, 2013, hold the Exchange Offer open for at least 20 business 30 days and exchange issue and deliver Exchange Securities in exchange 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 debt securities and related guarantees received by holders effectiveness of the Exchange Offer Registration Statement, the Issuer 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 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 Company earlier to occur of (i) the Issuer having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Issuer having exchanged, pursuant to the Exchange Offer, Exchange 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 business 30 days following the commencement of the Exchange Offer. If any broker-dealer receives Exchange Securities for its own account in the Exchange Offer in exchange for securities that were acquired by such broker-dealer as a result of market-making or other trading activities, and any such broker-dealer so requests, the Company The Issuer agrees (x) to include in the Exchange Offer Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is such 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 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 notify the Company that they 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 Company agrees to use commercially reasonable efforts to file under the Securities Act Act, as soon as practicable, but no later than 90 days after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the "“Exchange Registration Statement"”, and such offer, the "“Exchange Offer"”) any and all of the Securities for a like aggregate principal amount of debt securities issued by the Company and guaranteed by the Subsidiary Guarantors, which debt securities and guarantees are substantially identical to the Securities and the related Subsidiary Guarantees, respectively (and are entitled to the benefits of a trust indenture which is substantially identical 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 new debt securities hereinafter called "“Exchange Securities"”). The Company agrees and the Subsidiary Guarantors agree to use commercially their reasonable best efforts to cause the Exchange Registration Statement to become effective under the Securities ActAct 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 in all material respects with all applicable tender offer rules and regulations under the Exchange Act. The Company and the Subsidiary Guarantors further agrees agree to use commercially their reasonable best efforts to (i) commence and complete the Exchange Offer no later than 60 days on or prior to 30 business days, or longer, if required by the federal securities laws, after its commencementsuch registration statement has become effective, (ii) hold the Exchange Offer open for at least 20 business 30 days and (iii) exchange Exchange 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 debt securities and related guarantees received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under 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 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 Company having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Company having exchanged, pursuant to the Exchange Offer, Exchange 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 business 30 days following the commencement of the Exchange Offer. If any broker-dealer receives Exchange Securities for its own account in the Exchange Offer in exchange for securities that were acquired by such broker-dealer as a result of market-making or other trading activities, and any such broker-dealer so requests, the The Company agrees (x) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is such a broker-dealer (where such Exchange Security was received by a broker-dealer in an Exchange Offer in exchange for a Registrable Security that was acquired by such broker-dealer for its own account as a result of market-making or other trading activities, so long as such Registrable Security was not acquired directly from the Company or an affiliate of the Company) and (y) to use commercially reasonable efforts to keep such Exchange Registration Statement effective for a period (the "“Resale Period"”) beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers notify the Company that they no longer own any Registrable Securities. With respect to such Exchange 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 Company agrees and the Guarantors agree, on or prior to use commercially reasonable efforts 240 days after the Closing Date, to file under the Securities Act a registration statement on an appropriate form relating to an offer to exchange (such registration statement, the "“Exchange Registration Statement"”, and such offer, the "“Exchange Offer"”) any and all of the Securities Notes for a like aggregate principal amount of debt securities issued by the Company and guaranteed by the Subsidiary Guarantors, Guarantors which debt securities and guarantees are substantially identical to the Securities Notes and the related Guarantees, respectively Guarantees (and are entitled to the benefits of a trust indenture which is substantially identical 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 new debt securities securities, together with such guarantees, hereinafter called "“Exchange Securities"”). The Exchange Securities will be issued as evidence of the same continuing indebtedness of the Company agrees and will not constitute the creation of new indebtedness. The Company and the Guarantors agree to use their respective commercially reasonable efforts to cause the Exchange Registration Statement to become effective under the Securities Act. The Exchange Offer will be registered under the Securities Act on or prior to 420 days after the appropriate form and will comply in all material respects with all applicable tender offer rules and regulations under the Exchange ActClosing Date. The Company and the Guarantors further agrees agree to use their commercially reasonable efforts to commence and complete the Exchange Offer no later than 60 on or prior to 45 business days after its commencementsuch registration statement has become effective, hold the Exchange Offer open for at least not less than 20 business days and exchange 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 debt securities and related guarantees Exchange Securities received by holders other than Restricted Holders in the Exchange Offer 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 Company having exchanged the Exchange Securities for all outstanding Transfer Restricted Securities pursuant to the Exchange Offer and (ii) the Company having exchanged, pursuant to the Exchange Offer, Exchange 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 not less than 20 business days following the commencement of the Exchange Offer. If any broker-dealer receives Exchange Securities for its own account in The Company and the Exchange Offer in exchange for securities that were acquired by such broker-dealer as a result of market-making or other trading activities, and any such broker-dealer so requests, the Company agrees Guarantors agree (x) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is such 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 or any Guarantor, and (y) to use commercially reasonable efforts to keep such Exchange Registration Statement effective for a period (the "“Resale Period"”) beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers notify the Company that they no longer own any Registrable Transfer Restricted Securities, other than Transfer Restricted Securities acquired from the Company. With respect to such Exchange 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 Company agrees to use commercially reasonable efforts to file under the Securities Act Act, no later than 90 days after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the "“Exchange Registration Statement"”, and such offer, the "“Exchange Offer"”) any and all of the Securities for a like aggregate principal amount of debt securities issued by the Company and guaranteed by the Subsidiary Guarantors, which debt securities and guarantees are substantially identical to the Securities and the related Guarantees, respectively (and are entitled to the benefits of a trust indenture which is substantially identical 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 new debt securities hereinafter called "“Exchange Securities"”). The Company agrees to use all commercially reasonable efforts to cause the Exchange Registration Statement to become effective under the Securities ActAct 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 in all material respects 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 Commission policy, the Company further agrees to use all commercially reasonable efforts to complete (i) commence the Exchange Offer promptly (but no later than 60 days after its commencement10 Business Days) following the Effective Time of such Exchange Registration Statement, (ii) hold the Exchange Offer open for at least 20 business days Business Days in accordance with Regulation 14E promulgated by the Commission under the Exchange Act and (iii) exchange Exchange 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 debt securities and related guarantees received by holders other than Restricted Holders in the Exchange Offer 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 America and (ii) upon the Company having exchanged, pursuant to the Exchange Offer, Exchange 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 business days and not more than 30 Business Days following the commencement of the Exchange Offer. If any broker-dealer receives Exchange Securities for its own account in the Exchange Offer in exchange for securities that were acquired by such broker-dealer as a result of market-making or other trading activities, and any such broker-dealer so requests, the The Company agrees (x) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is such a broker-dealer and (y) to use commercially reasonable efforts to keep such Exchange Registration Statement effective for a period (the "“Resale Period"”) beginning when Exchange 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 notify the Company that they no longer own any Registrable Securities. With respect to such Exchange 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 Company agrees to use commercially reasonable efforts and the Guarantors agree to file under the Securities Act Act, no later than 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 Securities for a like aggregate principal amount of debt securities issued by the Company and guaranteed by the Subsidiary Guarantors, which debt securities and guarantees are substantially identical to the Securities and the related Guarantees, respectively (and are entitled to the benefits of a trust indenture which is substantially identical 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(d) below (such new debt securities hereinafter called "“Exchange Securities"”). The Company agrees and the Guarantors agree to use all commercially reasonable efforts to cause the Exchange Offer Registration Statement to become effective under the Securities ActAct 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 in all material respects with all applicable tender offer rules and regulations under the Exchange Act. The Company and the Guarantors further agrees agree to use all commercially reasonable efforts to complete consummate the Exchange Offer no later than 60 30 business days after its commencementsuch registration statement has become effective, hold the Exchange Offer open for at least 20 business days 30 days, or longer, if required by the federal securities laws, and exchange Exchange 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 debt securities and related guarantees received by holders other than Restricted Holders in the Exchange Offer 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 Company having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Company having exchanged, pursuant to the Exchange Offer, Exchange 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 business 30 days following the commencement of the Exchange Offer. If any broker-dealer receives Exchange Securities for its own account in the Exchange Offer in exchange for securities that were acquired by such broker-dealer as a result of market-making or other trading activities, and any such broker-dealer so requests, the The Company agrees (x) to include in the Exchange Offer Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is such 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 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 notify the Company that they 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 Company agrees to use commercially its reasonable best efforts to file under the Securities Act Act, within 150 days after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the "“Exchange Registration Statement"”, and such offer, the "“Exchange Offer"”) any and all of the Securities for a like aggregate principal amount of debt securities issued by the Company and guaranteed by the Subsidiary GuarantorsGuarantors (if any), which debt securities and guarantees (if any) are substantially identical to the Securities and the related Guarantees, respectively (and are entitled to the benefits of a trust indenture which is substantially identical 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 new debt securities hereinafter called "“Exchange Securities"”). The Company agrees to use commercially its reasonable best efforts to cause the Exchange Registration Statement to become effective under the Securities ActAct within 240 days after the Closing Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply in all material respects with all applicable tender offer rules and regulations under the Exchange Act. The Company further agrees to use commercially its reasonable best efforts to complete commence the Exchange Offer no later than 60 days after its commencementpromptly, 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 20 10 business days days, and exchange the Exchange 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 debt securities and related guarantees received by holders other than Restricted Holders in the Exchange Offer 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 If the Company having exchanged, pursuant to commences the Exchange Offer, the Company will be entitled to close the Exchange Securities 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 20 business days following the commencement terms of the Exchange Offer. If any broker-dealer receives Exchange Securities for its own account in the Exchange Offer in exchange for securities that were acquired by such broker-dealer as a result of market-making or other trading activities, and any such broker-dealer so requests, the The Company agrees (x) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is such a broker-dealer and (y) to use commercially reasonable efforts to keep such Exchange Registration Statement effective for a period (the "“Resale Period"”) beginning when Exchange 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 notify the Company that they 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 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(b2(b)(i) below, the Company agrees to use commercially reasonable efforts to file under the Securities Act Act, as soon as practicable, but no later than 90 days after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the "“Exchange Registration Statement"”, and such offer, the "“Exchange Offer"”) any and all of the Securities for a like aggregate principal amount of debt securities issued by the Company and guaranteed by the Subsidiary Guarantors, which debt securities and guarantees are substantially identical to the Securities and the related Guarantees, respectively (and are entitled to the benefits of a trust indenture which is substantially identical 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 new debt securities hereinafter called "“Exchange Securities"”). The Company agrees to use commercially its reasonable best efforts to cause the Exchange Registration Statement to become effective under the Securities ActAct as soon as practicable, but no later than 210 days after the Closing Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply in all material respects with all applicable tender offer rules and regulations under the Exchange Act. The Company further agrees to use commercially its reasonable best efforts to commence and complete the Exchange Offer promptly, but no later than 60 30 days after its commencementsuch registration statement has become effective, hold the Exchange Offer open for at least 20 business days and exchange Exchange 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 debt securities and related guarantees received by holders holders, other than Restricted Holders Holders, in the Exchange Offer 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 Company having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Company having exchanged, pursuant to the Exchange Offer, Exchange 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 20 business days following the commencement of the Exchange Offer. If any broker-dealer receives Exchange Securities for its own account in the Exchange Offer in exchange for securities that were acquired by such broker-dealer as a result of market-making or other trading activities, and any such broker-dealer so requests, the The Company agrees (x) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is such a broker-dealer and (y) to use commercially reasonable efforts to keep such Exchange Registration Statement effective for a period (the "“Resale Period"”) beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers notify the Company that they no longer own any Registrable Securities. With respect to such Exchange 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 Company agrees and the Guarantors agree to use commercially reasonable efforts to file under the Securities Act Act, within 210 days after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the "“Exchange Registration Statement"”, and such offer, the "“Exchange Offer"’) any and all of the Securities for a like aggregate principal amount of debt securities issued by the Company and guaranteed by the Subsidiary Guarantors, which debt securities and guarantees are substantially identical to the Securities and the related Guarantees, respectively (and are entitled to the benefits of a trust indenture which is substantially identical 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 new debt securities hereinafter called "“Exchange Securities"’). The Company agrees and the Guarantors agree to use commercially reasonable efforts to cause the Exchange Registration Statement to become effective under the Securities ActAct no later than 270 days after the Closing Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply in all material respects 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 Commission policy, the Company further agrees to use commercially reasonable efforts to complete (i) commence the Exchange Offer promptly (but no later than 60 days after its commencement10 Business Days) following the Effective Time of such Exchange Registration Statement, (ii) hold the Exchange Offer open for at least 20 business days Business Days in accordance with Regulation 14E promulgated by the Commission under the Exchange Act and (iii) exchange Exchange 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 debt securities and related guarantees received by holders other than Restricted Holders in the Exchange Offer 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 (ii) upon the Company having exchanged, pursuant to the Exchange Offer, Exchange 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 business days and not more than 30 Business Days following the commencement of the Exchange Offer. If any broker-dealer receives Exchange Securities for its own account in The Company and the Exchange Offer in exchange for securities Guarantors agree, that were acquired by such broker-dealer as a result of market-making or other trading activitiesupon request, and any such broker-dealer so requests, the Company agrees they will (x) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is such a broker-dealer and (y) to use commercially reasonable efforts to keep such Exchange Registration Statement effective for a period (the "“Resale Period"”) beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers notify the Company that they no longer own any Registrable Securities. With respect to such Exchange 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 Company Issuer agrees to use commercially reasonable its best efforts to file or cause to be filed under the Securities Act Act, as soon as practicable, but no later than on or before September 30, 2013, 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 Securities for a like aggregate principal amount of debt securities issued by the Company Issuer and guaranteed by the Subsidiary Guarantors, which debt securities and guarantees guaranties are substantially identical to the Securities and the related GuaranteesGuaranties, respectively respectively, (and are entitled to the benefits of a trust indenture which is substantially identical 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 new debt securities hereinafter called "“Exchange Securities"”). The Company Issuer agrees to use commercially reasonable its best efforts to cause the Exchange Offer Registration Statement to become effective by the Commission under the Securities ActAct as soon as practicable, but no later than March 1, 2014. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply in all material respects with all applicable tender offer rules and regulations under the Exchange Act. The Company Issuer further agrees to use commercially reasonable its best efforts to commence and complete the Exchange Offer promptly, but no later than 60 days after its commencementApril 5, 2014, hold the Exchange Offer open for at least 20 business 30 days and exchange issue and deliver Exchange Securities in exchange 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 debt securities and related guarantees received by holders effectiveness of the Exchange Offer Registration Statement, the Issuer 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 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 Company earlier to occur of (i) the Issuer having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Issuer having exchanged, pursuant to the Exchange Offer, Exchange 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 business 30 days following the commencement of the Exchange Offer. If any broker-dealer receives Exchange Securities for its own account in the Exchange Offer in exchange for securities that were acquired by such broker-dealer as a result of market-making or other trading activities, and any such broker-dealer so requests, the Company The Issuer agrees (x) to include in the Exchange Offer Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is such 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 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 notify the Company that they 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 Company agrees to use commercially reasonable efforts and the Guarantors agree to file under the Securities Act no later than 90 days after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the "Exchange Registration Statement", and such offer, the "Exchange Offer") any and all of the Securities for a like aggregate principal amount of debt securities issued by the Company and guaranteed by the Subsidiary Guarantors, which debt securities and guarantees are substantially identical to the Securities and the related Guarantees, respectively (and are entitled to the benefits of a trust indenture which is substantially identical 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 new debt securities hereinafter called "Exchange Securities"). The Company agrees and the Guarantors agree to use all commercially reasonable efforts to cause the Exchange Registration Statement to become effective under the Securities ActAct 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 in all material respects with all applicable tender offer rules and regulations under the Exchange Act. The Company and the Guarantors further agrees agree to use all commercially reasonable efforts to complete issue, on or prior to 45 days after the Exchange Offer no later than 60 days after its commencementRegistration Statement was declared effective by the Commission, hold or longer if required by the Exchange Offer open for at least 20 business days and exchange Act, Exchange 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 debt securities and related guarantees received by holders other than Restricted Holders in the Exchange Offer 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 Company having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Company having exchanged, pursuant to the Exchange Offer, Exchange 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 business 30 days following the commencement of the Exchange Offer. If any broker-dealer receives Exchange Securities for its own account in the Exchange Offer in exchange for securities that were acquired by such broker-dealer as a result of market-making or other trading activities, and any such broker-dealer so requests, the The Company agrees (x) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is such a broker-dealer and (y) to use commercially reasonable efforts to keep such Exchange Registration Statement effective for a period (the "Resale Period") beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers notify the Company that they no longer own any Registrable Securities. With respect to such Exchange 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 Company agrees to use commercially reasonable efforts and the Guarantors agree to file under the Securities Act Act, no later than 90 days after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the "“Exchange Registration Statement"”, and such offer, the "“Exchange Offer"”) any and all of the Registrable Securities for a like aggregate principal amount of debt securities issued by the Company and guaranteed by the Subsidiary Guarantors, which debt securities and guarantees are substantially identical to the Securities and the related Guarantees, respectively (and are entitled to the benefits of a trust indenture which is substantially identical 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 new debt securities hereinafter called "“Exchange Securities"”). The Company agrees and the Guarantors agree to use all commercially reasonable efforts to cause the Exchange Registration Statement to become effective under the Securities ActAct no later than 210 days after the Closing Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply in all material respects with all applicable tender offer rules and regulations under the Exchange Act. The Company and the Guarantors further agrees agree to use all commercially reasonable efforts to commence and complete the Exchange Offer no later than 60 30 business days after its commencementsuch registration statement has become effective, hold the Exchange Offer open for at least 20 30 business days following the date that notice of the Exchange Offer is mailed to holders and exchange Exchange 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 debt securities and related guarantees guarantee received by holders other than Restricted Holders in the Exchange Offer 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 Company having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Company having exchanged, pursuant to the Exchange Offer, Exchange 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 30 business days following the commencement date that notice of the Exchange OfferOffer is mailed to holders. If any broker-dealer receives Exchange Securities for its own account in the Exchange Offer in exchange for securities that were acquired by such broker-dealer as a result of market-making or other trading activities, and any such broker-dealer so requests, the The Company agrees (x) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is such a broker-dealer and (y) to use commercially reasonable efforts to keep such Exchange Registration Statement effective for a period (the "“Resale Period"”) beginning when Exchange 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 (subject to possible extension pursuant to the last sentence of Section 3(e)) has been completed or such time as such broker-dealers notify the Company that they no longer own any Registrable Securities. With respect to such Exchange 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 Company agrees to use commercially reasonable efforts and the Guarantors agree to file under the Securities Act Act, no later than 150 days after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the "Exchange Registration StatementEXCHANGE REGISTRATION STATEMENT", and such offer, the "Exchange OfferEXCHANGE OFFER") any and all of the Securities for a like aggregate principal amount of debt securities issued by the Company and guaranteed by the Subsidiary Guarantors, Guarantors which debt securities and guarantees are substantially identical to the Securities and the related Guarantees, respectively (and are entitled to the benefits of a trust indenture which is substantially identical 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 new debt securities hereinafter herein- after called "Exchange SecuritiesEXCHANGE SECURITIES"). The Company agrees to use commercially its reasonable best efforts to cause the Exchange Registration Statement to become effective under the Securities ActAct as soon as practicable, but no later than 210 days after the Closing Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply in all material respects with all applicable tender offer rules and regulations under the Exchange Act. The Company further agrees to use commercially its reasonable best efforts to commence and complete the Exchange Offer promptly, but no later than 60 30 days after its commencementsuch registration statement has become effective, hold the Exchange Offer open for at least 20 business 30 days and exchange Exchange 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 debt securities and related guarantees received by holders other than Restricted Holders in the Exchange Offer 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 Company having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Company having exchanged, pursuant to the Exchange Offer, Exchange 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 business 30 days following the commencement of the Exchange Offer. If any broker-dealer receives Exchange Securities for its own account in the Exchange Offer in exchange for securities that were acquired by such broker-dealer as a result of market-making or other trading activities, and any such broker-dealer so requests, the The Company agrees (x) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is such a broker-dealer and (y) to use commercially reasonable efforts to keep such Exchange Registration Statement effective for a period (the "Resale PeriodRESALE PERIOD") beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers notify the Company that they 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 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 Company Issuer agrees to use commercially reasonable efforts to file under the Securities Act Act, no later than 90 days after the Request Date, a registration statement relating to an offer to exchange (such registration statement, the "“Exchange Registration Statement", ,” and such offer, the "“Exchange Offer"”) any and all of the Securities for a like aggregate principal amount of debt securities issued by the Company Issuer and guaranteed by the Subsidiary Guarantors, which debt securities and guarantees guarantee are substantially identical to the Securities and the related GuaranteesGuarantee, respectively (and are entitled to the benefits of a trust indenture which is substantially identical 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 new debt securities hereinafter called "“Exchange Securities"”). The Company Issuer agrees to use all commercially reasonable efforts to cause the Exchange Registration Statement to become effective under the Securities ActAct no later than 90 days after the filing 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 in all material respects with all applicable tender offer rules and regulations under the Exchange Act. The Company Unless the Exchange Offer would not be permitted by applicable law or Commission policy, the Issuer further agrees to use all commercially reasonable efforts to complete (i) commence the Exchange Offer promptly (but no later than 60 days after its commencement10 Business Days) following the Effective Time of such Exchange Registration Statement, (ii) hold the Exchange Offer open for at least 20 business days Business Days in accordance with Regulation 14E promulgated by the Commission under the Exchange Act and (iii) exchange Exchange 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 debt securities and related guarantees guarantee received by holders other than Restricted Holders in the Exchange Offer 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 Company Issuer having exchanged, pursuant to the Exchange Offer, Exchange 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 business days Business Days following the commencement of the Exchange Offer. If any broker-dealer receives Exchange Securities for its own account in the Exchange Offer in exchange for securities that were acquired by such broker-dealer as a result of market-making or other trading activities, and any such broker-dealer so requests, the Company The Issuer agrees (x) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is such a broker-dealer and (y) to use commercially reasonable efforts to keep such Exchange Registration Statement effective for a period (the "“Resale Period"”) beginning when Exchange 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 notify the Company that they no longer own any Registrable Securities. With respect to such Exchange 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 Company agrees to use commercially reasonable efforts and the Guarantors agree to file under the Securities Act Act, a registration statement relating to an offer to exchange (such registration statement, the "“Exchange Registration Statement"”, and such offer, the "“Exchange Offer"”) any and all of the Securities for a like aggregate principal amount of debt securities issued by the Company and guaranteed by the Subsidiary Guarantors, which debt securities and guarantees are substantially identical to the Securities and the related Guarantees, respectively (and are entitled to the benefits of a trust indenture which is substantially identical 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 new debt securities hereinafter called "“Exchange Securities"”). The Company agrees and the Guarantors agree to use all commercially reasonable efforts to cause the Exchange Registration Statement to become effective under the Securities ActAct no later than 365 days after the Closing Date; provided, that if on or prior to 270 days after the Closing Date the Company has not received all regulatory or other approvals necessary for each Limited Guarantor (as defined in the Indenture), to provide a Full and Unconditional (as defined in the Indenture) guarantee of the obligations of the Company under the Securities and the Indenture incurred on the date of the Indenture (and any related Exchange Securities issued pursuant to this Agreement) and has provided an officer’s certificate to the Trustee stating that the Company has complied with its obligations under Section 4.22 of the Indenture, this deadline shall be extended by 90 days. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply in all material respects 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 Commission policy, the Company further agrees to use all commercially reasonable efforts to complete (i) commence the Exchange Offer promptly (but no later than 60 days after its commencement10 Business Days) following the Effective Time of such Exchange Registration Statement, (ii) hold the Exchange Offer open for at least 20 business days Business Days in accordance with Regulation 14E promulgated by the Commission under the Exchange Act and (iii) exchange Exchange 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 debt securities and related guarantees received by holders other than Restricted Holders in the Exchange Offer 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 America and (ii) upon the Company having exchanged, pursuant to the Exchange Offer, Exchange 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 business days and not more than 30 Business Days following the commencement of the Exchange Offer. If any broker-dealer receives Exchange Securities for its own account in The Company and the Exchange Offer in exchange for securities that were acquired by such broker-dealer as a result of market-making or other trading activities, and any such broker-dealer so requests, the Company agrees Guarantors agree (x) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is such a broker-dealer and (y) to use commercially reasonable efforts to keep such Exchange Registration Statement effective for a period (the "“Resale Period"”) beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers notify the Company that they no longer own any Registrable Securities. With respect to such Exchange 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 Company agrees and the Guarantors agree to use their respective commercially reasonable efforts to file under the Securities Act a registration statement relating to an offer to exchange any and all of the Initial Securities that constitute Registrable Securities (such registration statement, the "“Exchange Registration Statement"”, and such offer, the "“Exchange Offer"”) any and all of the Securities for a like aggregate principal amount of debt securities issued by the Company and guaranteed by the Subsidiary Guarantors, which debt securities and guarantees are substantially identical to the Securities Initial Notes and the related Initial Guarantees, respectively (and are entitled to the benefits of a trust indenture which is substantially identical 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 new debt securities securities, including their related guarantees, hereinafter called "“Exchange Securities"”). The Company agrees and the Guarantors agree to use their respective commercially reasonable efforts to cause the Exchange Registration Statement to become effective under the Securities ActAct within 270 days after the Closing Date. The Exchange Offer will be registered under the Securities Act on the appropriate form to effect the registration of the Exchange Securities and to permit resales by broker-dealers as contemplated herein, and will comply in all material respects with all applicable tender offer rules and regulations under the Exchange Act. The Company further agrees to use its commercially reasonable efforts to complete commence the Exchange Offer no later than 60 days promptly after its commencementthe 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 20 business days days, and exchange the Exchange 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 debt securities and related guarantees received by holders other than Restricted Holders in the Exchange Offer 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 If the Company having exchanged, pursuant to commences the Exchange Offer, the Company shall close the Exchange Securities for Offer as soon as practicable, provided that the Company has accepted all the Registrable Securities that have been properly validly tendered and not validly withdrawn before in accordance with the expiration of the Exchange Offer, which shall be on a date that is at least 20 business days following the commencement terms of the Exchange Offer. If any broker-dealer receives Exchange Securities for its own account in The Company and the Exchange Offer in exchange for securities that were acquired by such broker-dealer as a result of market-making or other trading activities, and any such broker-dealer so requests, the Company agrees Guarantors agree (x) to include in the Exchange Registration Statement a prospectus (including a “Plan of Distribution” section which contains all information with respect to resales by broker-dealers required by the Commission, but which shall not name or disclose the amount of Registrable Securities held by any broker-dealer) for use in any resales by any holder of Exchange Securities that is such a broker-dealer and (y) to use commercially reasonable efforts to keep such Exchange Registration Statement effective for a period (the "“Resale Period"”) beginning when the Exchange 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 notify the Company that they 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 Initial 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, or if it is such an “affiliate,” it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable, (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 the Exchange Securities for its own account in exchange for Initial Securities that were acquired as a result of market-making activities or other trading activities (other than Initial Securities acquired directly from the Company or any of its affiliates) and that it will deliver a prospectus in connection with any resale of such Exchange 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 Company agrees to use commercially reasonable efforts and the Guarantors agree to file with the Commission under the Securities Act on or prior to 120 days after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the "Exchange Registration Statement", and such offer, the "Exchange Offer") any and all of the Securities for a like aggregate principal amount of debt securities issued by the Company and guaranteed by each of the Subsidiary Guarantors, which debt securities and guarantees are substantially identical to the Securities and the related Guarantees, respectively (and are entitled to the benefits of a trust indenture which is substantially identical 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 new debt securities hereinafter called "Exchange Securities"). The Company agrees to and the Guarantors will use commercially reasonable their best efforts to cause have the Exchange Registration Statement declared effective by the Commission on or prior to become effective under 210 days after the Securities ActClosing Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply in all material respects with all applicable tender offer rules and regulations under the Exchange Act. The Company further agrees to use commercially reasonable efforts to complete Unless the Exchange Offer no later than 60 days after its commencementwould not be permitted by applicable law or Commission policy, hold the Company and the Guarantors will commence the Exchange Offer open for at least 20 business days and exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn use their best efforts to issue on or prior to 60 business days, or longer, if required by the expiration of federal securities laws, after the date on which the Exchange Registration Statement was declared effective by the Commission, Exchange Securities in exchange for all notes tendered prior thereto in the Exchange Offer. The Exchange Offer will be deemed to have been "completed" only if the debt securities and related guarantees received by holders other than Restricted Holders in the Exchange Offer 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 Company having exchanged the Exchange Securities for all Outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Company having exchanged, pursuant to the Exchange Offer, Exchange 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 business 30 days following the commencement of the Exchange Offer. If any broker-dealer receives Exchange Securities for its own account in the Exchange Offer in exchange for securities that were acquired by such broker-dealer as a result of market-making or other trading activities, and any such broker-dealer so requests, the The Company agrees (x) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is such a broker-dealer and (y) to use commercially reasonable its best efforts to keep such Exchange Registration Statement effective for a period (the "Resale Period") beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers notify the Company that they no longer own any Registrable Securities. With respect to such Exchange 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 Company agrees to use commercially reasonable efforts and the Guarantors agree to file under the Securities Act 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 Securities for a like aggregate principal amount of debt securities issued by the Company and guaranteed by the Subsidiary Guarantors, which debt securities and guarantees are substantially identical to the Securities and the related Guarantees, respectively (and are entitled to the benefits of a trust indenture which is substantially identical 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 as contemplated in Section 2(c) below (such new debt securities hereinafter called "“Exchange Securities"Notes”). The Company agrees and the Guarantors agree to use all commercially reasonable efforts to cause have the Exchange Offer Registration Statement declared effective by the Commission on or prior to become effective under 180 days after the Securities ActClosing Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply in all material respects 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 Commission policy, the Company and the Guarantors further agrees agree to use all commercially reasonable efforts to commence and complete the Exchange Offer no later than 60 days on or prior to 45 business days, or longer, if required by the federal securities laws, after its commencement, hold such date on which the Exchange Offer open for at least 20 business days and Registration Statement was declared effective by the Commission, exchange Exchange Securities Notes 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 debt securities and related guarantees received by holders other than Restricted Holders in the Exchange Offer 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 Company having exchanged the Exchange Notes for all outstanding Transfer Restricted Securities pursuant to the Exchange Offer and (ii) the Company having exchanged, pursuant to the Exchange Offer, Exchange Securities Notes 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 20 business days following the commencement of the Exchange Offer. If any broker-dealer receives Exchange Securities for its own account in the Exchange Offer in exchange for securities that were acquired by such broker-dealer as a result of market-making or other trading activities, and any such broker-dealer so requests, the The Company agrees (x) to include in the Exchange Offer Registration Statement a prospectus for use in any resales by any holder of Exchange Securities Notes that is such 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 Securities 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 notify the Company that they no longer own any Registrable Transfer Restricted 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 Company agrees to use commercially reasonable efforts and the Guarantor agree to file under the Securities Act Act, as soon as practicable, but no later than 90 days after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the "“Exchange Registration Statement"”, and such offer, the "“Exchange Offer"”) any and all of the Securities for a like aggregate principal amount of debt securities issued by the Company and guaranteed by the Subsidiary GuarantorsGuarantor, which debt securities and guarantees guarantee are substantially identical to the Securities and the related GuaranteesGuarantee, respectively (and are entitled to the benefits of a trust indenture which is substantially identical 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 new debt securities hereinafter called "“Exchange Securities"”). The Each of the Company and the Guarantor agrees to use commercially its reasonable best efforts to cause the Exchange Registration Statement to become effective under the Securities ActAct 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 in all material respects with all applicable tender offer rules and regulations under the Exchange Act. The Each of the Company and the Guarantor further agrees to use commercially reasonable its best efforts to commence and complete the Exchange Offer promptly, but no later than 60 45 days after its commencementsuch registration statement has become effective, hold the Exchange Offer open for at least 20 business 30 days and exchange Exchange 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 debt securities and related guarantees guarantee received by holders other than Restricted Holders in the Exchange Offer 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 Company and the Guarantor having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Company and the Guarantor having exchanged, pursuant to the Exchange Offer, Exchange 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 business 30 days following the commencement of the Exchange Offer. If any broker-dealer receives Exchange Securities for its own account in The Company and the Exchange Offer in exchange for securities that were acquired by such broker-dealer as a result of market-making or other trading activities, and any such broker-dealer so requests, the Company agrees Guarantor agree (x) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is such a broker-dealer and (y) to use commercially reasonable efforts to keep such Exchange Registration Statement effective for a period (the "“Resale Period"”) beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers notify the Company that they no longer own any Registrable Securities. With respect to such Exchange 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, If Aon and the Company agrees to use commercially reasonable efforts to Trust file under the Securities Act a registration statement relating pursuant to Section 2(a) of the Capital Securities Exchange and Registration Rights Agreement, then Aon and the Trust agree, jointly and severally, to include in such registration statement an offer to exchange (such registration statement, the "Exchange Registration Statement", and such offer, the "Exchange Offer") any and all of the Securities Debentures for a like aggregate principal amount of debt securities issued by the Company and guaranteed by the Subsidiary Guarantors, a new series of junior subordinated deferrable interest debentures of Aon which debt securities and guarantees are substantially identical to the Securities and the related Guarantees, respectively Debentures (and which are entitled to the benefits of a trust indenture which is substantially identical to the Indenture or is the Indenture and which has been will be qualified under the Trust Indenture Act), ) except that they have been registered pursuant to an effective registration statement under the Securities Act and do such new debentures will not contain provisions for Special Interest or provisions restricting transfer in the additional interest contemplated in Section 2(c) below absence of registration under the Securities Act (such new debt securities debentures hereinafter called "Exchange SecuritiesDebentures"). The Company agrees Such registration statement shall also relate to, and the consummation of the Exchange Offer shall be conditioned upon the consummation of, an offer to exchange the Securities for substantially identical capital securities of the Trust pursuant to the Capital Securities Exchange and Registration Rights Agreement (the "Exchange Securities") and to an offer to exchange the Guarantee for a substantially identical guarantee of Aon pursuant to the Guarantee Exchange and Registration Rights Agreement (the "Exchange Guarantee"). Aon and the Trust agree, jointly and severally, to use commercially their reasonable best efforts to cause the Exchange Registration Statement such registration statement to become effective under the Securities ActAct within 180 days of the Issue Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply in all material respects with all applicable tender offer rules and regulations under the Exchange Act. The Company further agrees to use commercially reasonable efforts to complete the Exchange Offer no later than 60 days after its commencement, hold the Exchange Offer open for at least 20 business days and exchange Exchange 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 debt securities and related guarantees received by holders other than Restricted Holders in the Exchange Offer 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 Americaform. The Exchange Offer shall be deemed to have been completed upon the Company having exchanged, completion of the exchange of the Exchange Debentures for all the Debentures pursuant to the Exchange Offer, Exchange 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 business days following the commencement of the Exchange Offer. If any broker-dealer receives Exchange Securities for its own account in the Exchange Offer in exchange for securities that were acquired by such broker-dealer as a result of market-making or other trading activities, and any such broker-dealer so requests, the Company agrees (x) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is such a broker-dealer and (y) to use commercially reasonable efforts to keep such Exchange Registration Statement effective for a period (the "Resale Period") beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers notify the Company that they no longer own any Registrable Securities. With respect to such Exchange 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 and except for any extension available to the Company pursuant to Section 2(c) below, the Company agrees and the Guarantors agree to use all commercially reasonable efforts to file under the Securities Act 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 Securities for a like aggregate principal amount of debt securities issued by the Company and guaranteed by the Subsidiary Guarantors, which debt securities and guarantees are substantially identical to the Securities and the related Guarantees, respectively (and are entitled to the benefits of a trust indenture which is substantially identical 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 as contemplated in Section 2(c) below (such new debt securities hereinafter called "Exchange SecuritiesNotes"). The Except for any extension available to the Company agrees pursuant to Section 2(c) below, the Company and the Guarantors agree to use all commercially reasonable efforts to cause have the Exchange Offer Registration Statement declared effective by the Commission on or prior to become effective under 180 days after the Securities ActClosing Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply in all material respects 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 Commission policy, the Company and the Guarantors further agrees agree to use all commercially reasonable efforts to commence and complete the Exchange Offer no later than 60 days on or prior to 45 business days, or longer, if required by the federal securities laws, after its commencement, hold such date on which the Exchange Offer open for at least 20 business days and Registration Statement was declared effective by the Commission, exchange Exchange Securities Notes 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 debt securities and related guarantees received by holders other than Restricted Holders in the Exchange Offer 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 Company having exchanged the Exchange Notes for all outstanding Transfer Restricted Securities pursuant to the Exchange Offer and (ii) the Company having exchanged, pursuant to the Exchange Offer, Exchange Securities Notes 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 20 business days following the commencement of the Exchange Offer. If any broker-dealer receives Exchange Securities for its own account in the Exchange Offer in exchange for securities that were acquired by such broker-dealer as a result of market-making or other trading activities, and any such broker-dealer so requests, the The Company agrees (x) to include in the Exchange Offer Registration Statement a prospectus for use in any resales by any holder of Exchange Securities Notes that is such 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 Securities 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 notify the Company that they no longer own any Registrable Transfer Restricted 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 Company agrees and the Guarantors agree to use their respective commercially reasonable efforts to file under the Securities Act a registration statement relating to an offer to exchange (such registration statement, the "“Exchange Registration Statement"”, and such offer, the "“Exchange Offer"”) any and all of the Securities for a like aggregate principal amount of debt securities issued by the Company and guaranteed by the Subsidiary Guarantors, which debt securities and guarantees Guarantees are substantially identical to the Securities and the related Guarantees, respectively (and are entitled to the benefits of a trust indenture which is substantially identical 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 new debt securities hereinafter called "“Exchange Securities"”). The Company agrees and the Guarantors agree to use their respective commercially reasonable efforts to cause the Exchange Registration Statement to become effective under the Securities ActAct within 270 days after the Initial Issue Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply in all material respects with all applicable tender offer rules and regulations under the Exchange Act. The Company further agrees to use its commercially reasonable efforts to complete commence the Exchange Offer no later than 60 days promptly after its commencementthe 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 20 10 business days days, and exchange the Exchange 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 debt securities and related guarantees received by holders other than Restricted Holders in the Exchange Offer 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 If the Company having exchanged, pursuant to commences the Exchange Offer, the Company will be entitled to close the Exchange Securities for Offer 30 business 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 20 business days following the commencement terms of the Exchange Offer. If any broker-dealer receives Exchange Securities for its own account in The Company and the Exchange Offer in exchange for securities that were acquired by such broker-dealer as a result of market-making or other trading activities, and any such broker-dealer so requests, the Company agrees Guarantors agree (x) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is such a broker-dealer and (y) to use commercially reasonable efforts to keep such Exchange Registration Statement effective for a period (the "“Resale Period"”) beginning when Exchange 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 notify the Company that they 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, or if it is such an “affiliate,” it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable, (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 (other than Securities acquired directly from the Company or any of its affiliates) and that it will deliver a prospectus in connection with any resale of such Exchange 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 Company agrees to use commercially its reasonable best efforts to file under the Securities Act Act, no later than 60 days after the Closing Time, a registration statement relating to an offer to exchange (such registration statement, the "Exchange Registration Statement", and such offer, the "Exchange Offer") any and all of the then outstanding Registrable Securities (except Registrable Securities held by an Initial Purchaser and acquired directly from the Company if such Initial Purchaser is not permitted, in the reasonable opinion of counsel to the Initial Purchasers, pursuant to applicable law or Commission interpretation, to participate in the Exchange Offer) for a like aggregate principal amount of debt securities issued by the Company and guaranteed (and, if applicable, guarantees issued by subsidiaries of the Subsidiary GuarantorsCompany as may be required pursuant to the Indenture), which debt securities and guarantees are substantially identical to the Securities and the related Guarantees, respectively (and are entitled to the benefits of a trust indenture which is substantially identical to the Indenture or is the Indenture and which has been qualified under the Trust Indenture Act), except that (i) they have been registered pursuant to an effective registration statement under the Securities Act Act, (ii) interest thereon shall accrue from the last date on which interest was paid or duly provided for on the Securities in exchange for which such new debt securities are issued in the Exchange Offer, or, if no interest has been paid, from April 10, 2001, and (iii) they do not contain provisions for the additional interest contemplated in Section 2(c2(d) below (such new debt securities securities, together with any guarantees thereof, as applicable, are hereinafter called "Exchange Securities"). The Company agrees to use commercially its reasonable best efforts to cause the Exchange Registration Statement to become effective under the Securities ActAct no later than 135 days after the Closing Time. The Exchange Offer will be registered under the Securities Act on the an appropriate form and will comply in all material respects with all applicable tender offer rules and regulations under the Exchange Act. The Company further agrees to use commercially its reasonable best efforts to commence and complete the Exchange Offer no later than 60 180 days after its commencementthe Closing Time, hold the Exchange Offer open for at least 20 business 30 days (or longer if required by law) after notice of the Exchange Offer is sent to holders of Registrable Securities, and exchange issue Exchange 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 debt securities and related guarantees received by holders other than Restricted Holders in the Exchange Offer 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 Company having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that may legally be exchanged in the Exchange Offer and 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 business 30 days following the commencement of the Exchange Offer. If any broker-dealer receives Exchange Securities for its own account in the Exchange Offer in exchange for securities that were acquired by such broker-dealer as a result of market-making or other trading activities, and any such broker-dealer so requests, the The Company agrees (x) to include in the Exchange Registration Statement a prospectus for use in connection with any resales by any holder of Exchange Securities that is such 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 use commercially reasonable efforts to keep such Exchange Registration Statement effective for a period (the "Resale Period") beginning when Exchange 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 notify the Company that they no longer own any Registrable Securities. With respect to such Exchange Registration Statement, such holders each broker-dealer that holds Exchange Securities received in an Exchange Offer in exchange for Registrable 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 Company agrees to use commercially its reasonable best efforts to file under the Securities Act Act, as soon as practicable, but no later than 60 days after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the "Exchange Registration Statement", and such offer, the "Exchange Offer") any and all of the Registrable Securities for a like aggregate principal amount of debt securities issued by the Company and guaranteed by the Subsidiary Guarantors, which debt securities and guarantees guarantee are substantially identical to the Securities and the related Guarantees, respectively (and are entitled to the benefits of a trust indenture which is substantially identical to the applicable Indenture or is the such 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 registration rights or the additional interest contemplated in Section 2(c) below (such new debt securities hereinafter called "Exchange Securities"). The Company agrees to use commercially its reasonable best efforts to cause the Exchange Registration Statement to become effective under the Securities ActAct as soon as practicable, but no later than 210 days after the Closing Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply in all material respects with all applicable tender offer rules and regulations under the Exchange Act. The Company further agrees to use commercially its reasonable best efforts to commence and complete the Exchange Offer promptly, but no later than 60 45 days after its commencementsuch registration statement has become effective, hold the Exchange Offer open for at least 20 business 30 days and exchange Exchange 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 debt securities and related guarantees guarantee received by holders other than Restricted Holders in the Exchange Offer 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, it being understood that broker-dealers receiving Exchange Notes will be subject to certain prospectus delivery requirements with respect to resale of the Exchange Notes. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Company having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Company having exchanged, pursuant to the Exchange Offer, Exchange 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 business 30 days following the commencement of the Exchange Offer. If any broker-dealer receives Exchange Securities for its own account in the Exchange Offer in exchange for securities that were acquired by such broker-dealer as a result of market-making or other trading activities, and any such broker-dealer so requests, the The Company agrees (x) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is such a broker-dealer and (y) to use commercially reasonable efforts to keep such Exchange Registration Statement effective for a period (the "Resale Period") beginning when Exchange 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 notify the Company that they no longer own any Registrable Securities. With respect to such Exchange 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) (i) that any Exchange Securities to be received by it will be acquired in the ordinary course of its business, (ii) that 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) that such holder is not an affiliate of the Company within the meaning of the Securities Act and (iv) that such holder is not acting on behalf of a Person who could not make the foregoing representations. In addition, each broker-dealer that will receive Exchange Securities for its own account in exchange for Securities that were acquired as a result of market-making or other trading activities will be required to represent that the Securities being tendered by 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 Company agrees to use commercially reasonable efforts to file under the Securities Act Act, as soon as practicable, but no later than 90 days after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the "“Exchange Registration Statement"”, and such offer, the "“Exchange Offer"”) any and all of the Securities Floating Rate Notes and 2010 Notes for a like aggregate principal amount of debt securities issued by the Company and guaranteed by the Subsidiary GuarantorsCompany, which debt securities and guarantees are substantially identical to the Securities Floating Rates Notes and the related Guarantees2010 Notes, respectively (and are entitled to the benefits of a trust indenture which is substantially identical 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 and do not have the benefits of Section 2(a), 2(b) and 2(c) of this Agreement (such new debt securities hereinafter called "“Exchange Securities"”). The Company agrees to use commercially reasonable its best efforts to cause the Exchange Registration Statement to become effective under the Securities ActAct 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 in all material respects with all applicable tender offer rules and regulations under the Exchange Act. The Company further agrees to use commercially reasonable its best efforts to commence and complete the Exchange Offer promptly, but no later than 60 45 days after its commencementsuch registration statement has become effective, hold the Exchange Offer open for at least 20 business days Business Days and exchange Exchange 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 debt securities and related guarantees received by holders other than Restricted Holders in the Exchange Offer 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 Company having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Company having exchanged, pursuant to the Exchange Offer, Exchange 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 business days Business Days following the commencement of the Exchange Offer. If any broker-dealer receives Exchange Securities for its own account in the Exchange Offer in exchange for securities that were acquired by such broker-dealer as a result of market-making or other trading activities, and any such broker-dealer so requests, the The Company agrees (x) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is such a broker-dealer and (y) to use commercially reasonable efforts to keep such Exchange Registration Statement effective for a period (the "“Resale Period"”) beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers notify the Company that they no longer own any Registrable Securities. With respect to such Exchange 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 To the extent not prohibited by any applicable law or applicable interpretations of the Staff of the SEC and except in the circumstances contemplated by Section 2(b2(b)(i) belowhereof, the Company agrees to and the Guarantor shall use commercially their reasonable best efforts to file under (i) cause to be filed with the Securities Act a registration statement relating to SEC one or more Exchange Offer Registration Statements covering an offer to the Holders to exchange all Registrable Notes for Exchange Notes as soon as practicable following the Closing Date, (ii) cause such registration statement, the "Exchange Registration Statement", and such offer, the "Exchange Offer") any and all of the Securities for a like aggregate principal amount of debt securities issued by the Company and guaranteed by the Subsidiary Guarantors, which debt securities and guarantees are substantially identical to the Securities and the related Guarantees, respectively (and are entitled to the benefits of a trust indenture which is substantially identical 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 new debt securities hereinafter called "Exchange Securities"). The Company agrees to use commercially reasonable efforts to cause the Exchange Offer Registration Statement or Statements to become effective under the Securities Act. The Act as soon as practicable following filing with the SEC and (iii) have such Exchange Offer will be registered under Registration Statement or Statements remain effective until the Securities Act on earlier of (A) 120 days after the appropriate form and will comply in all material respects with all applicable tender offer rules and regulations under closing of the Exchange ActOffer relating to the series of Registrable Notes covered by such Exchange Offer Registration Statement and (B) such time as all Participating Broker-Dealers no longer own any Registrable Notes of such series. The Company further agrees to and the Guarantor shall use commercially their reasonable best efforts to complete the commence each Exchange Offer no promptly after the related Exchange Offer Registration Statement is declared effective by the SEC and to complete such Exchange Offer not later than 60 days after its commencementsuch effective date. For purposes of this Agreement, hold the Exchange Offer open for at least 20 business days and exchange Exchange 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 debt securities and related guarantees received by holders other than Restricted Holders in the an Exchange Offer 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 a series of a substantial majority of the States of the United States of America. The Exchange Offer Notes shall be deemed to have been completed upon the earlier to occur of (i) the Company and the Guarantor having exchanged Exchange Notes for all outstanding Registrable Notes of such series (other than those held by Holders that are ineligible to participate in such Exchange Offer) pursuant to such Exchange Offer and (ii) the Company and the Guarantor having exchanged, pursuant to the such Exchange Offer, Exchange Securities Notes for all Registrable Securities Notes of such series that have been properly tendered and not withdrawn before the expiration of the such Exchange Offer; provided, which shall be on a however, that the Company and the Guarantor may, in their discretion, accept tenders of Registrable Notes of such series for Exchange Notes subsequent to the date that is at least 20 business days following the commencement Company and the Guarantor consummate such Exchange Offer with respect to Registrable Notes of such series tendered as of the Exchange Offer. If any broker-dealer receives Exchange Securities for its own account in date of initial consummation, and the Exchange Offer in exchange shall be deemed to have been consummated for securities that were acquired such series of Notes notwithstanding any such extension of the tender period. The Company and the Guarantor shall commence each Exchange Offer by mailing the related Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder of Registrable Notes of the series covered by such broker-dealer as a result of market-making or other trading activities, and any such broker-dealer so requests, the Company agrees (x) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is such a broker-dealer and (y) to use commercially reasonable efforts to keep such Exchange Registration Statement effective for a period (the "Resale Period") beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers notify the Company that they no longer own any Registrable Securities. With respect stating, in addition to such Exchange 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.other disclosures as are required by applicable law:

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Company agrees to use commercially reasonable efforts and the Guarantor agree to file under the Securities Act Act, as soon as practicable, but no later than 60 days after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the "Exchange Registration Statement", and such offer, the "Exchange Offer") any and all of the Securities for a like aggregate principal amount of debt securities issued by the Company and guaranteed by the Subsidiary GuarantorsGuarantor, which debt securities and guarantees guarantee are substantially identical to the Securities and the related GuaranteesGuarantee, respectively (and are entitled to the benefits of a trust indenture which is substantially identical 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 new debt securities hereinafter called "Exchange Securities"). The Company agrees and Guarantor agree to use commercially reasonable their respective best efforts to cause the Exchange Registration Statement to become effective under the Securities ActAct 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 in all material respects with all applicable tender offer rules and regulations under the Exchange Act. The Company and the Guarantor further agrees agree to use commercially reasonable their respective best efforts to commence and complete the Exchange Offer promptly, but no later than 60 45 days after its commencementsuch registration statement has become effective, hold the Exchange Offer open for at least 20 business 30 days and exchange Exchange 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 debt securities and related guarantees guarantee received by holders other than Restricted Holders in the Exchange Offer 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 Company and the Guarantor having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Company and the Guarantor having exchanged, pursuant to the Exchange Offer, Exchange 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 business 30 days following the commencement of the Exchange Offer. If any broker-dealer receives Exchange Securities for its own account in The Company and the Exchange Offer in exchange for securities that were acquired by such broker-dealer as a result of market-making or other trading activities, and any such broker-dealer so requests, the Company agrees Guarantor agree (x) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is such a broker-dealer and (y) to use commercially reasonable efforts to keep such Exchange Registration Statement effective for a period (the "Resale Period") beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers notify the Company that they no longer own any Registrable Securities. With respect to such Exchange 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 Company agrees to use commercially reasonable efforts to file under the Securities Act Act, no later than 120 days after the Closing Date a registration statement relating to an offer to exchange (such registration statement, the "Exchange Registration Statement", and such offer, the "Exchange Offer") any and all of the Securities for a like aggregate principal amount of debt securities issued by the Company and guaranteed by the Subsidiary GuarantorsCompany, which debt securities and guarantees are substantially identical to the Securities and the related Guarantees, respectively (and are entitled to the benefits of a trust indenture which is substantially identical 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 new debt securities hereinafter called "Exchange Securities"). The Company agrees to use commercially reasonable efforts to cause the Exchange Registration Statement to become effective under the Securities ActAct 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 in all material respects with all applicable tender offer rules and regulations under the Exchange Act. The Company further agrees to use commercially reasonable efforts to commence and complete the Exchange Offer no later than 60 225 days after its commencementthe Closing Date, hold the Exchange Offer open for at least 20 business days and exchange Exchange 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 debt securities and related guarantees received by holders other than Restricted Holders in the Exchange Offer 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 Company having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Company having exchanged, pursuant to the Exchange Offer, Exchange 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 business days following the commencement of the Exchange Offer. If any broker-dealer receives Exchange Securities for its own account in the Exchange Offer in exchange for securities that were acquired by such broker-dealer as a result of market-making or other trading activities, and any such broker-dealer so requests, the The Company agrees (x) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is such a broker-dealer and (y) to use commercially reasonable efforts to keep such Exchange Registration Statement effective for a period (the "Resale Period") beginning when Exchange 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 notify the Company that they no longer own any Registrable Securities. With respect to such Exchange 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 Company agrees and the Guarantors agree to use commercially reasonable efforts to file under with the Securities Act Commission, no later than 300 days after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the "“Exchange Registration Statement"”, and such offer, the "“Exchange Offer"”) any and all of the Securities for a like aggregate principal amount of debt securities issued by the Company and guaranteed by the Subsidiary Guarantors, which debt securities and guarantees are substantially identical to the Securities and the related GuaranteesGuarantee, respectively (and are entitled to the benefits of a trust indenture which is substantially identical 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 new debt securities hereinafter called "“Exchange Securities"”). The Company agrees and the Guarantors agree to use commercially reasonable efforts to cause the Exchange Registration Statement to become effective under the Securities ActAct no later than 365 days after the Closing Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply in all material respects 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 Commission policy, the Company further agrees to use commercially reasonable efforts to complete (i) commence the Exchange Offer promptly (but no later than 60 days after its commencement10 Business Days) following the Effective Time of such Exchange Registration Statement, (ii) hold the Exchange Offer open for at least 20 business days Business Days in accordance with Regulation 14E promulgated by the Commission under the Exchange Act and (iii) exchange Exchange 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 debt securities and related guarantees the Guarantees received by holders other than Restricted Holders in the Exchange Offer 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 America and (ii) upon the Company having exchanged, pursuant to the Exchange Offer, Exchange 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 business days and not more than 30 Business Days following the commencement of the Exchange Offer. If any broker-dealer receives Exchange Securities for its own account in The Company and the Exchange Offer in exchange for securities that were acquired by such broker-dealer as a result of market-making or other trading activities, and any such broker-dealer so requests, the Company agrees Guarantors agree (x) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is such a broker-dealer and (y) to use commercially reasonable efforts to keep such Exchange Registration Statement effective for a period (the "“Resale Period"”) beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers notify the Company that they are no longer own any required to deliver a prospectus in connection with the resale of Registrable Securities. With respect to such Exchange 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 Company agrees and the Guarantors agree to use commercially reasonable their best efforts to file under the Securities Act a registration statement as soon as practicable after the Closing Date, but in no event later than 75 days after such date, an Exchange Offer Registration Statement relating to an offer by the Company and the Guarantors to exchange (such registration statement, the "Exchange Registration StatementEXCHANGE OFFER", and such offer, the "Exchange Offer") (i) any and all of the Securities Notes for a like aggregate principal amount of debt securities notes issued by the Company Company, which notes are identical in all material respects to the Notes (the "EXCHANGE NOTES"), except that the Exchange Notes have been registered pursuant to an effective registration statement under the Securities Act on the appropriate form, do not contain restrictions on transfers (except as they may be held by Restricted Holders) and guaranteed provide for the additional amounts contemplated in Section 2(d) below for any periods before such exchange and (ii) any and all of the Guarantees for like guarantees by the Subsidiary Guarantors, which debt securities and guarantees are substantially identical to the Securities Guarantees (the "EXCHANGE GUARANTEES," and together with the related GuaranteesExchange Notes, respectively (and are entitled to the benefits of a trust indenture which is substantially identical to the Indenture or is the Indenture and which has been qualified under the Trust Indenture Act), "EXCHANGE SECURITIES") except that they have been registered pursuant to an effective registration statement under the Securities Act on the appropriate form and do not contain provisions for the additional interest contemplated in Section 2(c) below (such new debt securities hereinafter called "Exchange Securities")restrictions on transfers. The Company agrees and the Guarantors agree to use commercially reasonable their best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities ActAct as soon as prac ticable after the filing of the Exchange Offer Registration Statement but in no event later than 150 days after the Closing Date. The Exchange Offer will shall be registered under the Securities Act on the appropriate form and will shall comply in all material respects with all applicable tender offer and other rules and regulations under the Exchange Act. The Company and the Guarantors further agrees agree to use commercially reasonable their best efforts to complete commence and consummate the Exchange Offer no later than 60 days promptly after its commencementthe Exchange Offer Registration Statement has become effective, hold the Exchange Offer open for at least not less than 20 business days Business Days (or longer, if required by applicable law) after the date notice of the Exchange Offer has been mailed to Holders and exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange OfferOffer and to consummate such Exchange Offer within 180 days after the Closing Date. The Exchange Offer will be deemed to have been "completed" , as the case may be, only if the debt securities and related guarantees Exchange Securities received by holders Holders other than Restricted Holders in the Exchange Offer 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 Company and the Guarantors having exchanged, pursuant to the Exchange Offer, the Exchange Securities for all Registrable Securities that have been outstanding Securities, pursuant to the Exchange Offer, 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 20 business days Business Days (or longer, if required by applicable law) following the commencement of the Exchange Offer. If any broker-dealer receives Exchange Securities for its own account in The Company and the Guarantors shall commence the Exchange Offer by mailing the related Prospectus and accompanying documents to each Holder stating, in exchange for securities that were acquired by such broker-dealer as a result of market-making or other trading activities, and any such broker-dealer so requests, the Company agrees (x) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is such a broker-dealer and (y) to use commercially reasonable efforts to keep such Exchange Registration Statement effective for a period (the "Resale Period") beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers notify the Company that they no longer own any Registrable Securities. With respect addition to such Exchange 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.other disclosures as are required by applicable law:

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Company agrees and the Subsidiary Guarantors agree to use commercially reasonable their best efforts to file under the Securities Act Act, as soon as practicable, but no later than 45 days after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the "Exchange Registration Statement", and such offer, the "Exchange Offer") any and all of the Securities for a like aggregate principal amount of debt securities issued by of the Company and guaranteed by the Subsidiary Guarantors, Guarantors which debt securities and guarantees are substantially identical to the Securities and the related Guarantees, respectively guarantees thereof of the Subsidiary Guarantors (and which are entitled to the benefits of a trust indenture which is substantially identical 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 will not contain provisions for the additional interest contemplated in by Section 2(c) below hereof or provisions restricting transfer (such new debt securities hereinafter called "Exchange Securities"). The Company agrees and the Subsidiary Guarantors agree to use commercially reasonable their best efforts to cause the Exchange Registration Statement such registration statement to become effective under the Securities ActAct as soon as practicable, but no later than 120 days after the Closing Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply in all material respects with all applicable tender offer rules and regulations under the Exchange Act. The Company and the Subsidiary Guarantors further agrees agree to use commercially reasonable their best efforts to commence and complete the Exchange Offer no later than 60 days promptly after its commencementsuch registration statement has become effective, hold the Exchange Offer open for at least 20 business 30 days and exchange Exchange 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 debt securities and related guarantees Exchange Securities received by holders other than Restricted Holders in the Exchange Offer 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, it being understood that broker-dealers receiving Exchange Securities will be subject to certain prospectus delivery requirements with respect to resale of the Exchange Securities. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Company and the Subsidiary Guarantors having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Company and the Subsidiary Guarantors having exchanged, pursuant to the Exchange Offer, Exchange 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 business 30 days following the commencement of the Exchange Offer. If any broker-dealer receives Exchange Securities for its own account in The Company and the Exchange Offer in exchange for securities that were acquired by such broker-dealer as a result of market-making or other trading activities, and any such broker-dealer so requests, the Company agrees Subsidiary Guarantors agree (xi) to include in the Exchange Registration Statement registration statement a prospectus for use in any resales by any holder of Exchange Securities that is such a broker-dealer and (yii) to use commercially reasonable efforts to keep such Exchange Registration Statement registration statement effective for a period (the "Resale Period") beginning when Exchange Securities are first issued in the Exchange Offer and ending upon on the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers notify the Company that they no longer own any Registrable Securities. With respect to such Exchange Registration Statement, 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) Section 6 hereof.

Registration Under the Securities Act. (a) Except The Company shall prepare and, as set forth soon as practicable, but in Section 2(bno event later than twenty (20) belowdays following the Closing Date, file with the Company agrees to use commercially reasonable efforts to file Commission a Registration Statement on the appropriate form under the Securities Act a registration statement (as shall be selected by the Company) relating to an offer to exchange (such registration statement, the "Exchange Registration Statement", and such offer, the "Exchange Offer") any and resale of all of the Registrable Securities for a like aggregate principal amount of debt securities issued by the Purchasers from time to time on a delayed and continuous basis pursuant to Rule 415 under the Securities Act, and pursuant to any method or combination of methods legally available (including, without limitation, an underwritten offering, a direct sale to Purchasers or a sale through brokers or agents, which may include sales over the internet). The Company and guaranteed shall use its commercially reasonable best efforts, subject to receipt of necessary information from the Purchasers, to have the Registration Statement declared effective by the Subsidiary GuarantorsCommission as soon as practicable and in any event within ninety (90) days after the initial filing of the Registration Statement (the “Effectiveness Deadline”). In the event that the Commission notifies the Company that not all of the Registrable Securities may be registered for resale pursuant to a Registration Statement on the form used by the Company, which debt securities the Company shall use its commercially reasonable best efforts to register, and guarantees are substantially identical have declared effective, the maximum percentage of Registrable Securities permitted to be included on such Registration Statement (distributed pro rata among the holders of the Registrable Securities and on the related Guarantees, respectively (and are entitled to basis of the benefits number of a trust indenture which is substantially identical to the Indenture or is the Indenture and which has been qualified under the Trust Indenture ActRegistrable Securities owned by such holders), except that they have been registered pursuant and as soon as practicable thereafter, to an effective registration statement register the additional Registrable Securities on such additional Registration Statements as may be required to register the resale of all of the Registrable Securities. By 9:30 a.m. on the Business Day immediately following the Effective Date of the applicable Registration Statement, the Company shall file with the Commission in accordance with Rule 424 under the Securities Act and do not contain provisions for the additional interest contemplated final prospectus to be used in connection with sales pursuant to such Registration Statement. In no event shall the Company include securities other than Registrable Securities on any Registration Statement filed pursuant to this Section 2(c) below (such new debt securities hereinafter called "Exchange Securities")2 without the prior written consent of the Required Holders. The Company agrees to shall use its commercially reasonable best efforts to cause the Exchange keep such Registration Statement to become continuously effective under the Securities Act. The Exchange Offer will be registered under Act during the Securities Act on the appropriate form and will comply in all material respects with all applicable tender offer rules and regulations under the Exchange Act. The Company further agrees to use commercially reasonable efforts to complete the Exchange Offer no later than 60 days after its commencement, hold the Exchange Offer open for at least 20 business days and exchange Exchange 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 debt securities and related guarantees received by holders other than Restricted Holders in the Exchange Offer 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 Company having exchanged, pursuant to the Exchange Offer, Exchange 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 business days following the commencement of the Exchange Offer. If any broker-dealer receives Exchange Securities for its own account in the Exchange Offer in exchange for securities that were acquired by such broker-dealer as a result of market-making or other trading activities, and any such broker-dealer so requests, the Company agrees (x) to include in the Exchange entire Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is such a broker-dealer and (y) to use commercially reasonable efforts to keep such Exchange Registration Statement effective for a period (the "Resale Period") beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers notify the Company that they no longer own any Registrable Securities. With respect to such Exchange 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 Company agrees to use commercially reasonable efforts and the Guarantors agree to file under the Securities Act 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 Securities for a like aggregate principal amount of debt securities issued by the Company and guaranteed by the Subsidiary Guarantors, which debt securities and guarantees are substantially identical to the Securities and the related Guarantees, respectively (and are entitled to the benefits of a trust indenture which is substantially identical 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 new debt securities hereinafter called "Exchange SecuritiesNotes"). The Company agrees and the Guarantors agree to use all commercially reasonable efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act, on or prior to 180 days after the Closing Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply in all material respects with all applicable tender offer rules and regulations under the Exchange Act. The Company and the Guarantors further agrees agree to use all commercially reasonable efforts to commence and complete the Exchange Offer no later than 60 days Offer, on or prior to 30 business days, or longer, if required by the federal securities laws, after its commencementsuch registration statement has become effective, hold the Exchange Offer open for at least 20 business days and exchange Exchange Securities Notes 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 debt securities and related guarantees guarantee received by holders other than Restricted Holders in the Exchange Offer for Registrable Transfer Restricted Securities are, upon receipt, transferable by each such holder without material 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 Company having exchanged the Exchange Notes for all outstanding Transfer Restricted Securities pursuant to the Exchange Offer and (ii) the Company having exchanged, pursuant to the Exchange Offer, Exchange Securities Notes 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 20 business days following the commencement of the Exchange Offer. If any broker-dealer receives Exchange Securities for its own account in the Exchange Offer in exchange for securities that were acquired by such broker-dealer as a result of market-making or other trading activities, and any such broker-dealer so requests, the The Company agrees (x) to include in the Exchange Offer Registration Statement a prospectus for use in any resales by any holder of Exchange Securities Notes that is such 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 Securities 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 notify the Company that they no longer own any Registrable Transfer Restricted 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 Company agrees and the Guarantors agree, on or prior to use commercially reasonable efforts 180 days after the Closing Date, to file under the Securities Act a registration statement on an appropriate form relating to an offer to exchange (such registration statement, the "“Exchange Registration Statement"”, and such offer, the "“Exchange Offer"”) any and all of the Securities Notes for a like aggregate principal amount of debt securities issued by the Company and guaranteed by the Subsidiary Guarantors, Guarantors which debt securities and guarantees are substantially identical to the Securities Notes and the related Guarantees, respectively Guarantees (and are entitled to the benefits of a trust indenture which is substantially identical 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 new debt securities securities, together with such guarantees, hereinafter called "“Exchange Securities"”). The Exchange Securities will be issued as evidence of the same continuing indebtedness of the Company agrees and will not constitute the creation of new indebtedness. The Company and the Guarantors agree to use their respective commercially reasonable efforts to cause the Exchange Registration Statement to become effective under the Securities Act. The Exchange Offer will be registered under the Securities Act on or prior to 360 days after the appropriate form and will comply in all material respects with all applicable tender offer rules and regulations under the Exchange ActClosing Date. The Company and the Guarantors further agrees agree to use their commercially reasonable efforts to commence and complete the Exchange Offer no later than 60 on or prior to 45 business days after its commencementsuch registration statement has become effective, hold the Exchange Offer open for at least not less than 20 business days and exchange 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 debt securities and related guarantees Exchange Securities received by holders other than Restricted Holders in the Exchange Offer 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 Company having exchanged the Exchange Securities for all outstanding Transfer Restricted Securities pursuant to the Exchange Offer and (ii) the Company having exchanged, pursuant to the Exchange Offer, Exchange 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 not less than 20 business days following the commencement of the Exchange Offer. If any broker-dealer receives Exchange Securities for its own account in The Company and the Exchange Offer in exchange for securities that were acquired by such broker-dealer as a result of market-making or other trading activities, and any such broker-dealer so requests, the Company agrees Guarantors agree (x) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is such 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 or any Guarantor, and (y) to use commercially reasonable efforts to keep such Exchange Registration Statement effective for a period (the "“Resale Period"”) beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers notify the Company that they no longer own any Registrable Transfer Restricted Securities, other than Transfer Restricted Securities acquired from the Company. With respect to such Exchange 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 Company agrees to use commercially reasonable efforts The Issuers agree to file under the Securities Act on or prior to the 90th day after the Closing Date a "shelf" registration statement relating to an offer to exchange (such registration statement, the "Exchange Registration StatementShelf Registration") providing for the registration of, and such offerthe sale on a continuous or delayed basis by the Holders of, the "Exchange Offer") any and all of the Securities for a like aggregate principal amount of debt securities issued by the Company and guaranteed by the Subsidiary GuarantorsRegistrable Securities, which debt securities and guarantees are substantially identical to the Securities and the related Guarantees, respectively (and are entitled to the benefits of a trust indenture which is substantially identical 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 Rule 415 under the Securities Act and do not contain provisions for or any similar rule that may be adopted by the additional interest contemplated in Section 2(c) below (such new debt securities hereinafter called "Exchange Securities")Commission. The Company agrees Issuers agree to use commercially their reasonable efforts to cause the Exchange Shelf Registration Statement to become or be declared effective under the Securities Act. The Exchange Offer will Act no later than 180 days after the Closing Date and, subject to the provisions of Section 3(g), to use reasonable efforts to keep such Shelf Registration continuously effective for a period ending on the earliest of (i) the time when the Securities registered under the Shelf Registration can be registered sold pursuant to Rule 144 under the Securities Act or any successor rule or regulation thereto; (ii) the second anniversary of the Closing Date, (iii) the date on the appropriate form and will comply in which all material respects with all applicable tender offer rules and regulations Securities registered under the Exchange ActShelf Registration are disposed of in accordance therewith, and (iv) the date on which there are no longer any Securities outstanding. The Company further agrees Issuers agree to use commercially reasonable efforts give notice to complete the Exchange Offer no later than 60 days after its commencement, hold Holders of all of the Exchange Offer open for at least 20 business days and exchange Exchange Securities for all Registrable Securities that have been properly tendered of the filing and not withdrawn on effectiveness of the Shelf Registration. The Issuers further agree to supplement or prior make amendments to the expiration of Shelf Registration, as and when required by the Exchange Offer. The Exchange Offer will be deemed rules, regulations or instructions applicable to have been "completed" only if the debt securities and related guarantees received registration form used for such Shelf Registration or by holders other than Restricted Holders in the Exchange Offer 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 Issuers agree to furnish to the blue sky or securities laws of a substantial majority Notice Holders of the States of the United States of America. The Exchange Offer shall be deemed to have been completed upon the Company having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration copies of the Exchange Offer, which shall be on a date that is at least 20 business days following the commencement of the Exchange Offer. If any broker-dealer receives Exchange Securities for its own account in the Exchange Offer in exchange for securities that were acquired by such broker-dealer as a result of market-making or other trading activities, and any such broker-dealer so requests, supplement or amendment prior to its being used or promptly following its filing with the Company agrees (x) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is such a broker-dealer and (y) to use commercially reasonable efforts to keep such Exchange Registration Statement effective for a period (the "Resale Period") beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers notify the Company that they no longer own any Registrable Securities. With respect to such Exchange 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) hereofCommission.

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, The Company and the Company agrees to use commercially reasonable efforts Guarantor agree to file under the Securities Act as promptly as practicable but in any event within 90 days after the latter of (x) the Closing Date and (y) the date on which the Company becomes eligible to so file (the latter date hereinafter being referred to as the “Eligibility Date”), a shelf registration statement relating to an offer to exchange (such providing for the registration statement, the "Exchange Registration Statement"of, and such offerthe sale on a continuous or delayed basis by the Holders of, the "Exchange Offer") any and all of the Securities for a like aggregate principal amount of debt securities issued Registrable Securities, pursuant to Rule 415 or any similar rule that may be adopted by the Company and guaranteed by the Subsidiary Guarantors, which debt securities and guarantees are substantially identical to the Securities and the related Guarantees, respectively (and are entitled to the benefits of a trust indenture which is substantially identical 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 new debt securities hereinafter called "Exchange Securities")Commission. The Company agrees and the Guarantor agree to use commercially their reasonable efforts to cause the Exchange Shelf Registration Statement to become effective under within 180 days after the Securities Act. The Exchange Offer will be registered under Eligibility Date; provided, however, that the Securities Act Company may, upon written notice to all Holders, postpone having the Shelf Registration Statement declared effective for a reasonable period not to exceed 30 consecutive days per postponement and provided that all such postponement periods total no more than 60 days in the aggregate in any 365-day period if the Company possesses material non-public information, the disclosure of which would have a material adverse effect on the appropriate form Company and will comply in all material respects with all applicable tender offer rules and regulations under the Exchange Actits subsidiaries taken as a whole. The Company further agrees to use commercially reasonable efforts to complete the Exchange Offer no later than 60 days after its commencement, hold the Exchange Offer open for at least 20 business days and exchange Exchange 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 debt securities and related guarantees received by holders other than Restricted Holders in the Exchange Offer 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 Guarantor shall be deemed to have been completed upon the Company having exchanged, pursuant to the Exchange Offer, Exchange 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 business days following the commencement of the Exchange Offer. If any broker-dealer receives Exchange Securities for use its own account in the Exchange Offer in exchange for securities that were acquired by such broker-dealer as a result of market-making or other trading activities, and any such broker-dealer so requests, the Company agrees (x) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is such a broker-dealer and (y) to use commercially reasonable efforts to keep such Exchange Shelf Registration Statement continuously effective for a period (the "Resale Period") beginning when Exchange Securities are first issued in the Exchange Offer and ending upon until the earlier of (x) the date that there are no longer any Registrable Securities outstanding; (y) the expiration of the 180th day after period referred to in Rule 144(k) of the Exchange Offer has been completed Securities Act with respect to all Registerable Securities held by Persons that are not Affiliates of the Company; and (z) two years from the date (the “Effective Date”) such Registration Statement is declared effective (the “Effective Period”). Without prejudice to any registration rights, existing as of the date hereof, held by the Company’s securityholders or such time as such broker-dealers notify the Company that they no longer own any Guarantors’ securityholders with respect to the Company’s securities or the Guarantors’ securities, respectively, none of the Company’s securityholders or the Guarantors’ securityholders (other than Holders of Registrable Securities. With respect to such Exchange Registration Statement, such holders ) shall have the benefit right to include any of the rights of indemnification and contribution set forth Company’s securities or the Guarantors’ securities in Sections 6(a), (c), (d) and (e) hereofthe Shelf Registration Statement.

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Company agrees to use commercially reasonable efforts Issuers and the Guarantors agree to file under the Securities Act Act, on or prior to the Filing Deadline, a registration statement relating to an offer to exchange (such registration statement, the "“Exchange Registration Statement"”, and such offer, the "“Exchange Offer"”) any and all of the Securities for a like aggregate principal amount of debt securities issued by the Company Issuers and guaranteed by the Subsidiary Guarantors, which debt securities and guarantees are substantially identical to the Securities and the related Guarantees, respectively (and are entitled to the benefits of a trust indenture which is substantially identical 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 new debt securities hereinafter called "“Exchange Securities"”). The Company agrees Issuers and the Guarantors agree to use all commercially reasonable efforts to cause the Exchange Registration Statement to become effective under the Securities ActAct on or prior to 90 days after the Filing Deadline. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply in all material respects with all applicable tender offer rules and regulations under the Exchange Act. The Company Unless the Exchange Offer would not be permitted by applicable law or Commission policy, the Issuers further agrees agree to use all commercially reasonable efforts to complete (i) commence the Exchange Offer promptly (but no later than 60 days after its commencement10 Business Days) following the Effective Time of such Exchange Registration Statement, (ii) hold the Exchange Offer open for at least 20 business days Business Days in accordance with Regulation 14E promulgated by the Commission under the Exchange Act and (iii) exchange Exchange 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 debt securities and related guarantees received by holders other than Restricted Holders in the Exchange Offer 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 Company Issuers having exchanged, pursuant to the Exchange Offer, Exchange 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 business days and not more than 30 Business Days following the commencement of the Exchange Offer. If any broker-dealer receives Exchange Securities for its own account in The Issuers and the Exchange Offer in exchange for securities that were acquired by such broker-dealer as a result of market-making or other trading activities, and any such broker-dealer so requests, the Company agrees Guarantors agree (x) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is such a broker-dealer and (y) to use commercially reasonable efforts to keep such Exchange Registration Statement effective for a period (the "“Resale Period"”) beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers notify the Company that they no longer own any Registrable Securities. With respect to such Exchange Registration Statement, such holders shall have the benefit of the rights and obligations of indemnification and contribution set forth in Sections 6(a), (c), (d) and (e) hereofSection 6.

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Company agrees to use commercially reasonable efforts to file under the Securities Act Act, as soon as practicable, but no later than 60 days after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the "Exchange Registration Statement", and such offer, the "Exchange Offer") any and all of the Securities for a like aggregate principal amount of debt securities issued by the Company and guaranteed by the Subsidiary Guarantors, which debt securities and guarantees are substantially identical to the Securities and the related Guarantees, respectively (and are entitled to the benefits of a trust indenture which is substantially identical 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 new debt securities hereinafter called "Exchange Securities"). The Company agrees to use commercially its reasonable best efforts to cause the Exchange Registration Statement to become effective under the Securities ActAct 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 in all material respects with all applicable tender offer rules and regulations under the Exchange Act. The Company further agrees to use commercially its reasonable best efforts to commence the Exchange Offer and to complete the Exchange Offer promptly, but no later than 60 45 days after its commencementsuch registration statement has become effective, and hold the Exchange Offer open for at least 20 business days 30 days. As soon as practicable after the close of the Exchange Offer, the Company shall (i) accept for exchange all Securities tendered and exchange not validly withdrawn pursuant to the Exchange Offer; (ii) deliver to the Trustee for cancellation all Securities so accepted for exchange; and (iii) cause the Trustee to promptly authenticate and deliver to each holder, Exchange Securities equal in principal amount to the Securities of such holder so accepted for all exchange. The Exchange Offer will be deemed to have been "completed" upon the delivery by the Company to the Trustee of Exchange Securities equal in principal amount to the aggregate principal amount of Registrable Securities that have been properly were tendered and not withdrawn in the Exchange Offer, which shall be on or prior to the expiration a date that is at least 30 days following commencement of the Exchange Offer. The Exchange Offer will be deemed to have been "completed" only if the debt securities and related guarantees Exchange Securities received (through DTC book entry form or otherwise) by holders other than Restricted Holders in the Exchange Offer 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 states of the United States of America. The Exchange Offer shall be deemed to have been completed upon the Company having exchanged, pursuant to the Exchange Offer, Exchange 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 business days following the commencement of the Exchange Offer. If any broker-dealer receives Exchange Securities for its own account in the Exchange Offer in exchange for securities that were acquired by such broker-dealer as a result of market-making or other trading activities, and any such broker-dealer so requests, the Company agrees (x) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is such a broker-dealer and (y) to use commercially reasonable efforts to keep such Exchange Registration Statement effective for a period (the "Resale Period") beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed (subject to extension pursuant to Section 3(c)(iv) below) or such time as such broker-dealers notify the Company that they no longer own any Registrable Securities. With respect to such Exchange 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 Company agrees to use commercially reasonable efforts and the Guarantors agree to file under the Securities Act a registration statement relating to an offer to exchange (such registration statement, the "“Exchange Registration Statement"”, and such offer, the "“Exchange Offer"”) any and all of the Securities for a like aggregate principal amount of debt securities issued by the Company and guaranteed by the Subsidiary Guarantors, which debt securities and guarantees are substantially identical to the Securities and the related Guarantees, respectively (and are entitled to the benefits of a trust indenture which is substantially identical 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 new debt securities hereinafter called "“Exchange Securities"”). The Company agrees and the Guarantors agree to use commercially reasonable efforts to cause the Exchange Registration Statement to become effective under the Securities ActAct no later than 365 days after the Closing Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply in all material respects 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 Commission policy, the Company further agrees to use commercially reasonable (NY) 27961/740/REG.RIGHTS/RRA.2019.Notes.doc [[NYCORP:3425658v9:4340W: 10/03/2013--02:19 PM]] efforts to complete (i) commence the Exchange Offer no later than 60 days after its commencementpromptly following the Effective Time of such Exchange Registration Statement, (ii) hold the Exchange Offer open for at least 20 business days Business Days in accordance with Regulation 14E promulgated by the Commission under the Exchange Act and (iii) exchange Exchange 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 debt securities and related guarantees received by holders other than Restricted Holders in the Exchange Offer 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 America and (ii) upon the Company having exchanged, pursuant to the Exchange Offer, Exchange 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 business days and no more than 30 Business Days following the commencement of the Exchange Offer. If any broker-dealer receives Exchange Securities for its own account in The Company and the Exchange Offer in exchange for securities that were acquired by such broker-dealer as a result of market-making or other trading activities, and any such broker-dealer so requests, the Company agrees Guarantors agree (x) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is such a broker-dealer broker‑dealer and (y) to use commercially reasonable efforts to keep such Exchange Registration Statement effective for a period (the "“Resale Period"”) beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers notify the Company that they no longer own any Registrable Securities. With respect to such Exchange 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 Company agrees and the Guarantors agree to use commercially reasonable their best efforts to file under the Securities Act a registration statement as soon as practicable after the Closing Date, but in no event later than 60 days after such date, an Exchange Offer Registration Statement relating to an offer by the Company and the Guarantors to exchange (such registration statement, the "Exchange Registration Statement", and such offer, the "Exchange Offer") (i) any and all of the Securities Notes for a like aggregate principal amount of debt securities notes issued by the Company Company, which notes are identical in all material respects to the Notes (the "Exchange Notes"), except that the Exchange Notes have been registered pursuant to an effective registration statement under the Securities Act, do not contain restrictions on transfers (except as they may be held by Restricted Holders) and guaranteed provide for the additional interest contemplated in Section 2(d) below for any periods before such exchange and (ii) any and all of the Guarantees for like guarantees by the Subsidiary Guarantors, which debt securities and guarantees are substantially identical to the Securities Guarantees (the "Exchange Guarantees," and together with the related GuaranteesExchange Notes, respectively (and are entitled to the benefits of a trust indenture which is substantially identical to the Indenture or is the Indenture and which has been qualified under the Trust Indenture Act), "Exchange Securities") 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 new debt securities hereinafter called "Exchange Securities")restrictions on transfers. The Company agrees and the Guarantors agree to use commercially reasonable their best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities ActAct as soon as practicable after the filing of the Exchange Offer Registration Statement but in no event later than 120 days after the Closing Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply in all material respects with all applicable tender offer and other rules and regulations under the Exchange Act. The Company and the Guarantors further agrees agree to use commercially reasonable their best efforts to complete commence and consummate the Exchange Offer no later than 60 days promptly after its commencementthe Exchange Offer Registration Statement has become effective, hold the Exchange Offer open for at least not less than 20 business days Business Days (or longer, if required by applicable law) after the date notice of the Exchange Offer has been mailed to Holders and exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange OfferOffer and to consummate such Exchange Offer within 150 days after the Closing Date. The Exchange Offer will be deemed to have been "completed" completed only if the debt securities and related guarantees Exchange Securities received by holders Holders other than Restricted Holders in the Exchange Offer 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 Company and the Guarantors having exchanged, pursuant to the Exchange Offer, the Exchange Securities for all Registrable Securities that have been outstanding Securities, pursuant to the Exchange Offer, 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 20 business days Business Days (or longer, if required by applicable law) following the commencement of the Exchange Offer. If any broker-dealer receives Exchange Securities for its own account in The Company and the Guarantors shall commence the Exchange Offer by mailing the related exchange offer Prospectus and accompanying documents to each Holder stating, in exchange for securities that were acquired by such broker-dealer as a result of market-making or other trading activities, and any such broker-dealer so requests, the Company agrees (x) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is such a broker-dealer and (y) to use commercially reasonable efforts to keep such Exchange Registration Statement effective for a period (the "Resale Period") beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers notify the Company that they no longer own any Registrable Securities. With respect addition to such Exchange 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.other disclosures as are required by applicable law:

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Company agrees to use commercially reasonable efforts to file under the Securities Act within 90 days following the Time of Delivery, a registration statement relating to an offer to exchange (such registration statement, the "Exchange Registration Statement", ," and such offer, the "Exchange Offer") any and all of the Securities for a like aggregate principal amount of debt securities issued by the Company and guaranteed by the Subsidiary GuarantorsCompany, which debt securities and guarantees are substantially identical to the Securities and the related Guarantees, respectively (and are entitled to the benefits of a trust indenture which is substantially identical 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 new debt securities hereinafter called "Exchange Securities"). The Company agrees to use commercially all reasonable efforts to cause the Exchange Registration Statement to become effective under the Securities ActAct as soon as practicable, but no later than 180 days after the Time of Delivery. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply in all material respects with all applicable tender offer rules and regulations under the Exchange Act. The Company further agrees to use commercially all reasonable efforts to commence and complete the Exchange Offer promptly, but no later than 60 45 days after its commencementsuch registration statement has become effective, hold the Exchange Offer open for at least 20 business 30 days and exchange issue Exchange 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 debt securities and related guarantees received by holders other than Restricted Holders in the Exchange Offer 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 and 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, subject to the proviso to Section 3(c)(vi) below, 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 Company having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Company having exchanged, pursuant to the Exchange Offer, Exchange 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 business 30 days following the commencement of the Exchange Offer. If any broker-dealer receives Exchange Securities for its own account in the Exchange Offer in exchange for securities that were acquired by such broker-dealer as a result of market-making or other trading activities, and any such broker-dealer so requests, the Company agrees (x) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is such a broker-dealer and (y) to use commercially reasonable efforts to keep such Exchange Registration Statement effective for a period (the "Resale Period") beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers notify the Company that they no longer own any Registrable Securities. With respect to such Exchange 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.commencement

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Company agrees to use commercially reasonable efforts to file under the Securities Act Act, as soon as practicable, but no later than 90 days after the closing date of the Acquisition, a registration statement relating to an offer to exchange (such registration statement, the "Exchange Registration Statement", ," and such offer, the "Exchange Offer") any and all of the Securities for a like aggregate principal amount of debt securities issued by the Company and guaranteed by the Subsidiary GuarantorsCompany, which debt securities and guarantees are will be substantially identical to the Securities and the related Guarantees, respectively (and are will be entitled to the benefits of a trust indenture which is substantially identical 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 new debt securities hereinafter called "Exchange Securities"). The Company agrees to use all commercially reasonable efforts to cause the Exchange Registration Statement to become effective under the Securities ActAct as soon as practicable, but no later than 180 days after the closing date of the Acquisition. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply in all material respects with all applicable tender offer rules and regulations under the Exchange Act. The Company further agrees to use all commercially reasonable efforts to commence and complete the Exchange Offer promptly, but no later than 60 days 30 Business Days (or such longer period if required by the federal securities laws) after its commencementsuch registration statement has become effective, hold the Exchange Offer open for at least 20 business days Business Days and exchange Exchange 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 debt securities and related guarantees received by holders other than Restricted Holders in the Exchange Offer 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 Company having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Company having exchanged, pursuant to the Exchange Offer, Exchange 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 business days Business Days following the commencement of the Exchange Offer. If any broker-dealer receives Exchange Securities for its own account in the Exchange Offer in exchange for securities that were acquired by such broker-dealer as a result of market-making or other trading activities, and any such broker-dealer so requests, the The Company agrees (x) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is such a broker-dealer and (y) to use commercially reasonable efforts to keep such Exchange Registration Statement effective for a period (the "Resale Period") beginning when Exchange 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 notify the Company that they no longer own any Registrable Securities. With respect to such Exchange 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 Company agrees and the Guarantors agree to use commercially reasonable efforts efforts, and not later than September 21, 2011, to file under the Securities Act a registration statement or to amend a previously filed registration statement filed pursuant to the Initial Registration Rights Agreement relating to an offer to exchange (such registration statement, the "“Exchange Registration Statement"”, and such offer, the "“Exchange Offer"”) any and all of the Securities for a like aggregate principal amount of debt securities issued by the Company and guaranteed by the Subsidiary Guarantors, which debt securities and guarantees are will be substantially identical to the Securities and the related Guarantees, respectively (and are entitled to the benefits of a trust indenture which is substantially identical 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 will not contain provisions for the additional interest Special Interest contemplated in Section 2(c) below (such new debt securities hereinafter called "“Exchange Securities"”). The Company agrees and the Guarantors agree to use commercially reasonable efforts to cause the Exchange Registration Statement to become effective under the Securities ActAct no later than November 20, 2011. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply in all material respects 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 Commission policy, the Company further agrees to use commercially reasonable efforts to complete (i) commence the Exchange Offer promptly (but no later than 60 days after its commencement10 Business Days) following the Effective Time of such Exchange Registration Statement, (ii) hold the Exchange Offer open for at least 20 business days Business Days in accordance with Regulation 14E promulgated by the Commission under the Exchange Act and (iii) exchange Exchange 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 debt securities and related guarantees received by holders other than Restricted Holders in the Exchange Offer 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 (ii) upon the Company having exchanged, pursuant to the Exchange Offer, Exchange 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 business days and not more than 30 Business Days following the commencement of the Exchange Offer. If any broker-dealer receives Exchange Securities for its own account in The Company and the Exchange Offer in exchange for securities Guarantors agree, that were acquired by such broker-dealer as a result of market-making or other trading activitiesupon request, and any such broker-dealer so requests, the Company agrees they will (x) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is such a broker-dealer and (y) to use commercially reasonable efforts to keep such Exchange Registration Statement effective for a period (the "“Resale Period"”) beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers notify the Company that they no longer own any Registrable Securities. With respect to such Exchange 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 Company agrees to use commercially reasonable efforts and the Guarantors agree to file under the Securities Act Act, 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 Securities for a like aggregate principal amount of debt securities issued by the Company and guaranteed by the Subsidiary Guarantors, which debt securities and guarantees are substantially identical to the Securities and the related Guarantees, respectively (and are entitled to the benefits of a trust indenture which is substantially identical 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(d) below (such new debt securities hereinafter called "“Exchange Securities"”). The Company agrees and the Guarantors agree to use all commercially reasonable efforts to cause the Exchange Offer Registration Statement to become effective under the Securities ActAct no later than 210 days after the Closing Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply in all material respects with all applicable tender offer rules and regulations under the Exchange Act. The Company and the Guarantors further agrees agree to use all commercially reasonable efforts to complete consummate the Exchange Offer no later than 60 30 business days after its commencementsuch registration statement has become effective, hold the Exchange Offer open for at least 20 business days 30 days, or longer, if required by the federal securities laws, and exchange Exchange 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 debt securities and related guarantees received by holders other than Restricted Holders in the Exchange Offer 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 Company having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Company having exchanged, pursuant to the Exchange Offer, Exchange 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 business 30 days following the commencement of the Exchange Offer. If any broker-dealer receives Exchange Securities for its own account in the Exchange Offer in exchange for securities that were acquired by such broker-dealer as a result of market-making or other trading activities, and any such broker-dealer so requests, the The Company agrees (x) to include in the Exchange Offer Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is such 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 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 notify the Company that they 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 Company agrees to use commercially its reasonable best efforts to file under the Securities Act Act, no later than 390 days after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the "“Exchange Registration Statement", ” and such offer, the "“Exchange Offer"”) any and all of the Registrable Securities for a like aggregate principal amount of debt securities issued by the Company and guaranteed by the Subsidiary GuarantorsGuarantor, which debt securities and guarantees guarantee are substantially identical to the Securities and the related GuaranteesGuarantee, respectively (and are entitled to the benefits of a trust indenture which is substantially identical to the applicable Indenture or is the such 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 registration rights or the additional interest Liquidated Damages (as defined herein) contemplated in Section 2(c) below (such new debt securities hereinafter called "“Exchange Securities"”). The Company agrees to use commercially its reasonable best efforts to cause the Exchange Registration Statement to become effective under the Securities ActAct as soon as practicable, but no later than 450 days following the Closing Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply in all material respects with all applicable tender offer rules and regulations under the Exchange Act. The Company further agrees to use commercially its reasonable best efforts to commence and complete the Exchange Offer promptly, but no later than 60 45 days after its commencementsuch registration statement has become effective, hold the Exchange Offer open for at least not less than 20 business days and exchange Exchange 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 debt securities and related guarantees guarantee received by holders other than Restricted Holders in the Exchange Offer 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, it being understood that broker-dealers receiving Exchange Notes will be subject to certain prospectus delivery requirements with respect to resale of the Exchange Notes. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Company having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Company having exchanged, pursuant to the Exchange Offer, Exchange 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 20 business days following the commencement of the Exchange Offer. If any broker-dealer receives Exchange Securities for its own account in The Company shall be entitled to close the Exchange Offer 30 days after the commencement thereof provided that the Company has accepted all Registrable Securities theretofore tendered in exchange for securities that were acquired by such broker-dealer as a result accordance with the terms of market-making or other trading activities, and any such broker-dealer so requests, the Exchange Offer. The Company agrees (x) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is such a broker-dealer and (y) to use commercially reasonable efforts to keep such Exchange Registration Statement effective for a period (the "“Resale Period"”) beginning when Exchange 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 notify the Company that they no longer own any Registrable Securities. With respect to such Exchange 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) (i) that any Exchange Securities to be received by it will be acquired in the ordinary course of its business, (ii) that 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) that such holder is not an affiliate of the Company within the meaning of the Securities Act and (iv) that such holder is not acting on behalf of a Person who could not make the foregoing representations. In addition, each broker-dealer that will receive Exchange Securities for its own account in exchange for Securities that were acquired as a result of market-making or other trading activities will be required to represent that the Securities being tendered by 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 Company agrees to use commercially reasonable efforts and the Guarantors agree to file under the Securities Act promptly, but no later than 90 days after the First 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 Securities for a like aggregate principal amount of debt securities issued by the Company and guaranteed by the Subsidiary Guarantors, which debt securities and guarantees are substantially identical to the Securities and the related Note Guarantees, respectively (and are entitled to the benefits of a trust indenture which is substantially identical 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 Liquidated Damages contemplated in Section 2(c) below (such new debt securities hereinafter called "“Exchange Securities"”). The Company agrees and the Guarantors agree to use commercially their reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities ActAct promptly, but no later than 180 days after the First Closing Date, and will keep the Exchange Offer Registration Statement effective until the consummation of the Exchange Offer. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply in all material respects 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 Commission policy, the Company and the Guarantors further agrees agree to use commercially all reasonable best efforts to (i) commence and complete the Exchange Offer promptly, but no later than 60 45 days after its commencementthe date on which the Exchange Offer Registration Statement has become effective, (ii) hold the Exchange Offer open for at least 20 business not less than 30 days and (iii) exchange Exchange 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 (i) if the debt securities and related guarantees received by holders other than Restricted Holders in the Exchange Offer 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 America and (ii) upon the Company having exchanged, pursuant to the Exchange Offer, Exchange 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 business not less than 30 days following the commencement of the Exchange Offer. If any broker-dealer receives Exchange Securities for its own account in The Company and the Exchange Offer in exchange for securities that were acquired by such broker-dealer as a result of market-making or other trading activities, and any such broker-dealer so requests, the Company agrees Guarantors agree (x) to include in the Exchange Offer Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is such a broker-dealer and (y) to use commercially their respective reasonable best efforts to keep such Exchange Offer Registration Statement effective for a period (of time as such Persons must comply with such requirements in order to resell the "Resale Period") Exchange Securities beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-broker dealers notify the Company that they no longer own any Registrable SecuritiesSecurities (the “Applicable Period”). 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 Company agrees to use commercially reasonable efforts Issuer and the Guarantor agree to file under the Securities Act Act, as soon as practicable, but no later than 90 days after the Initial Closing Date, a registration statement relating to an offer to exchange (such registration statement, which shall be the same registration statement under which the Initial Notes shall be registered pursuant to the Initial Registration Rights Agreement, the "Exchange Registration Statement", and such offer, which shall be the same exchange offer by which the Initial Notes are exchanged pursuant to the Initial Registration Rights Agreement, the "Exchange Offer") any and all of the Securities for a like aggregate principal amount of debt securities issued by the Company Issuer and guaranteed by the Subsidiary GuarantorsGuarantor, which debt securities and guarantees guarantee are substantially identical to the Securities and the related GuaranteesGuarantee, respectively (and are entitled to the benefits of a trust indenture which is substantially identical 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 new debt securities hereinafter called "Exchange Securities"). The Company agrees Issuer and the Guarantor agree to use commercially reasonable their best efforts to cause the Exchange Registration Statement to become effective under the Securities ActAct as soon as practicable, but no later than 180 days after the Initial Closing Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply in all material respects with all applicable tender offer rules and regulations under the Exchange Act. The Company Issuer and the Guarantor further agrees agree to use commercially reasonable their best efforts to commence and complete the Exchange Offer promptly, but no later than 60 45 days after its commencementsuch registration statement has become effective, hold the Exchange Offer open for at least 20 business 30 days and exchange Exchange 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 debt securities and related guarantees guarantee received by holders other than Restricted Holders in the Exchange Offer 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 Company earlier to occur of (i) the Issuer having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Issuer having exchanged, pursuant to the Exchange Offer, Exchange 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 business 30 days following the commencement of the Exchange Offer. If any broker-dealer receives Exchange Securities for its own account in The Issuer and the Exchange Offer in exchange for securities that were acquired by such broker-dealer as a result of market-making or other trading activities, and any such broker-dealer so requests, the Company agrees Guarantor agree (x) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is such a broker-dealer and (y) to use commercially reasonable efforts to keep such Exchange Registration Statement effective for a period (the "Resale Period") beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers notify the Company that they no longer own any Registrable Securities. With respect to such Exchange 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 Company agrees to use commercially reasonable efforts Issuers agree to file under the Securities Act Act, as soon as practicable, but no later than 150 days after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the "Exchange Registration Statement", and such offer, the "Exchange Offer") any and all of the Registrable Securities for a like aggregate principal amount of debt securities issued by the Company and guaranteed by the Subsidiary Guarantors, which debt securities and guarantees are substantially identical to the Securities and the related Guarantees, respectively (and are entitled to the benefits of a trust indenture which is substantially identical to the Indenture or is the Indenture and which has been qualified under the Trust Indenture Act) (other than such changes to the Indenture or any such trust indenture as are necessary to comply with any requirements of the Commission to effect or maintain the qualification thereof under the Trust Indenture Act or which eliminate the transfer restrictions on the Securities or provisions for the payment of additional interest contemplated in Section 2(c) below), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain a restrictive legend or provisions for the additional interest contemplated in Section 2(c) below (such new debt securities hereinafter called "Exchange Securities"). The Company agrees Issuers agree to use their commercially reasonable efforts to cause the Exchange Registration Statement to become effective under the Securities ActAct as soon as practicable, but no later than 300 days after the Closing Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply in all material respects with all applicable tender offer rules and regulations under the Exchange Act. The Company Issuers further agrees agree to use commercially reasonable efforts to (A) complete the Exchange Offer promptly, but no later than 60 30 days after its commencementsuch Exchange Registration Statement has become effective, or such later date as is required by the Securities Act, (B) hold the Exchange Offer open for at least 20 business 30 days and (C) exchange Exchange 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 debt securities and related guarantees received by holders other than Restricted Holders in the Exchange Offer 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 Subject to the preceding sentence, the Exchange Offer shall be deemed to have been completed upon the Company earlier to occur of (i) the Issuers having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Issuers having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer. Each holder who participates in the Exchange Offer will be required to represent (i) that any Exchange Securities received by it will be acquired in the ordinary course of its business, which shall be on a date (ii) that is at least 20 business days following the commencement time of the consummation of the Exchange Offer. If , such holder will have no arrangement or understanding with any broker-dealer receives Exchange Securities for its own account Person to participate in the distribution of the Exchange Offer in exchange for securities Securities, (iii) that were acquired by such broker-dealer as a result holder is not an affiliate of market-making or other trading activitiesany Issuer within the meaning of the Securities Act, and (iv) any such brokeradditional representations that in the written opinion of counsel to the Issuers are necessary under then-dealer so requests, existing rules or regulations (or interpretations thereof) of the Company agrees Commission in order for the Exchange Registration Statement to be declared effective. The Issuers agree (x) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is such a broker-dealer and (y) to use their commercially reasonable efforts to keep such Exchange Registration Statement effective for a period (the "Resale Period") beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers notify the Company that they are no longer own any Registrable required to comply with the prospectus delivery requirements in connection with offers and sales of the Exchange Securities. With respect to such Exchange 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 Company agrees to use commercially reasonable efforts and the Guarantors agree to file under the Securities Act Act, no later than October 27, 2010, a registration statement relating to an offer to exchange (such registration statement, the "“Exchange Registration Statement"”, and such offer, the "“Exchange Offer"”) any and all of the Securities for a like aggregate principal amount of debt securities issued by the Company and guaranteed by the Subsidiary Guarantors, which debt securities and guarantees are substantially identical to the Securities and the related Guarantees, respectively (and are entitled to the benefits of a trust indenture which is substantially identical 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 new debt securities hereinafter called "“Exchange Securities"”). The Company agrees and the Guarantors agree to use all commercially reasonable 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 Registration Statement to become effective under the Securities ActAct as promptly as practicable, but in any event no later than November 10, 2010. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply in all material respects 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 Commission policy, the Company further agrees to use all commercially reasonable efforts to complete (i) commence the Exchange Offer promptly (but no later than 60 days after its commencement8 business days) following the Effective Time of such Exchange Registration Statement, (ii) hold the Exchange Offer open for at least 20 business days in accordance with Regulation 14E promulgated by the Commission under the Exchange Act and (iii) exchange Exchange 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 debt securities and related guarantees received by holders other than Restricted Holders in the Exchange Offer 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 Company earlier to occur of (i) the Company’s having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Company’s having exchanged, pursuant to the Exchange Offer, Exchange 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 following the commencement of the Exchange Offer. If any broker-dealer receives Exchange Securities for its own account in The Company and the Exchange Offer in exchange for securities that were acquired by such broker-dealer as a result of market-making or other trading activities, and any such broker-dealer so requests, the Company agrees Guarantors agree (x) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is such a broker-dealer or is otherwise subject to prospectus delivery requirements and (y) to use all commercially reasonable efforts to keep such Exchange Registration Statement effective for a period (the "“Resale Period"”) beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers notify the Company that they no longer own any Registrable Securities. With respect to such Exchange 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 Company agrees to use commercially reasonable efforts and the Guarantors agree to file under the Securities Act Act, as soon as practicable, but no later than 180 days after the Closing Date, or if the 180th day is not a Business Day, the first Business Day thereafter, a registration statement relating to an offer to exchange (such registration statement, the "“Exchange Registration Statement"”, and such offer, the "“Exchange Offer"”) any and all of the Securities for a like aggregate principal amount of debt securities issued by the Company and guaranteed by the Subsidiary Guarantors, which debt securities and guarantees guarantee are substantially identical to the Securities and the related GuaranteesGuarantee, respectively (and are entitled to the benefits of a trust indenture which is substantially identical 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 new debt securities hereinafter called "“Exchange Securities"”). The Company agrees and the Guarantors agree to use all commercially reasonable efforts to cause the Exchange Registration Statement to become effective under the Securities Act, as soon as practicable, but no later than 270 days after the Closing Date, or if the 270th day is not a Business Day, the first Business Day thereafter. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply in all material respects 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 Commission policy, the Company further agrees to use all commercially reasonable efforts to (i) commence and complete the Exchange Offer promptly, but no later than 60 days after its commencement45 Business Days, following the Effective Time of such Exchange Registration Statement, (ii) hold the Exchange Offer open for at least 20 business days 30 Business Days in accordance with Regulation 14E promulgated by the Commission under the Exchange Act and (iii) exchange Exchange 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 debt securities and related guarantees guarantee received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under 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 any 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 America and (ii) upon the Company having exchanged, pursuant to the Exchange Offer, Exchange 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 business days 30 Business Days following the commencement of the Exchange Offer. If any broker-dealer receives Exchange Securities for its own account in The Company and the Exchange Offer in exchange for securities that were acquired by such broker-dealer as a result of market-making or other trading activities, and any such broker-dealer so requests, the Company agrees Guarantors agree (x) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is such a broker-dealer and (y) to use commercially reasonable efforts to keep such Exchange Registration Statement effective for a period (the "“Resale Period"”) beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers notify the Company that they no longer own any Registrable Securities. With respect to such Exchange 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 Company agrees to use commercially reasonable efforts Issuers agree to file under the Securities Act on or prior to 180 days after the Closing Date, a registration statement on Form S-4/F-9 (which shall include a Canadian Prospectus in the form of a base shelf prospectus contemplated by National Instrument 44-102—Shelf Distributions (“National Instrument 44-102”) or a short form prospectus or other appropriate form, prepared and filed with the OSC) relating to an offer to exchange (such registration statement, the "“Exchange Registration Statement"”, and such offer, the "“Exchange Offer"”) (i) any and all of the Securities 2014 Notes and any and all of the 2016 Notes for a like aggregate principal amount of debt securities issued by the Company and (ii) any and all of the 2021 Notes and any and all of the 2041 Notes for a like aggregate principal amount of debt securities issued by BNAF and guaranteed by the Subsidiary GuarantorsCompany, which debt securities and, in the case of the guarantees of the debt securities issued in exchange for the 2021 Notes and the 2041 Notes, respectively, which guarantees are substantially identical to the Securities applicable Notes and the related Guarantees, respectively applicable Guarantees (and are entitled to the benefits of a trust indenture which is substantially identical 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 new debt securities securities, together with the guarantees, hereinafter called "“Exchange Securities"”). The Company agrees Exchange Securities will be issued as evidence of the same continuing indebtedness of the Issuers and will not constitute the creation of new indebtedness. The Issuers agree to use their respective commercially reasonable efforts to cause the Exchange Registration Statement to become effective under the Securities ActAct on or prior to 270 days after the Closing Date. The Notwithstanding the foregoing, if the Issuers are not then eligible to file the Exchange Offer will be registered Registration Statement or the filing of an Exchange Registration Statement is prohibited by any applicable law or applicable interpretation of the staff of the Commission or the OSC, the Issuers shall then, to the extent not prohibited by applicable law or applicable interpretation of the staff of the Commission or the OSC, prepare and file an Exchange Registration Statement on Form S-4 or another appropriate form permitting registration of the Transfer Restricted Securities under the Securities Act on and in accordance with the appropriate form methods of distribution elected by the holders and will comply set forth in all material respects with all applicable tender offer rules and regulations under the Exchange ActRegistration Statement. The Company Issuers further agrees agree to use their commercially reasonable efforts to commence and complete the Exchange Offer no later than on or prior to 60 business days after its commencementsuch registration statement has become effective, hold the Exchange Offer open for at least not less than 20 business days and exchange 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 debt securities and related guarantees Exchange Securities received by holders other than Restricted Holders in the Exchange Offer 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 Company earlier to occur of (i) the Issuers having exchanged the Exchange Securities for all outstanding Transfer Restricted Securities pursuant to the Exchange Offer and (ii) the Issuers having exchanged, pursuant to the Exchange Offer, Exchange 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 not less than 20 business days following the commencement of the Exchange Offer. If any broker-dealer receives Exchange Securities for its own account in the Exchange Offer in exchange for securities that were acquired by such broker-dealer as a result of market-making or other trading activities, and any such broker-dealer so requests, the Company agrees The Issuers agree (x) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is such 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 Registration Statement effective for a period (the "“Resale Period"”) beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers notify the Company that they no longer own any Registrable Transfer Restricted Securities, other than Transfer Restricted Securities acquired from an Issuer. With respect to such Exchange 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, If FBS and the Company agrees to use commercially reasonable efforts to Trust file under the Securities Act a registration statement relating pursuant to Section 2(a) of the Capital Securities Exchange and Registration Rights Agreement, then FBS and the Trust agree, jointly and severally, to include in such registration statement an offer to exchange (such registration statement, the "Exchange Registration Statement", and such offer, the "Exchange Offer") any and all of the Securities Debentures for a like aggregate principal amount of debt securities issued by the Company and guaranteed by the Subsidiary Guarantors, a new series of junior subordinated deferrable interest debentures of FBS which debt securities and guarantees are substantially identical to the Securities and the related Guarantees, respectively Debentures (and which are entitled to the benefits of a trust indenture which is substantially identical to the Indenture or is the Indenture and which has been will be qualified under the Trust Indenture Act), ) except that they have been registered pursuant to an effective registration statement under the Securities Act and do such new debentures will not contain provisions for Special Interest or provisions restricting transfer in the additional interest contemplated in Section 2(c) below absence of registration under the Securities Act (such new debt securities debentures hereinafter called "Exchange SecuritiesDebentures"). The Company agrees Such registration statement shall also relate to, and the consummation of the Exchange Offer shall be conditioned upon the consummation of, an offer to exchange the Securities for substantially identical capital securities of the Trust pursuant to the Capital Securities Exchange and Registration Rights Agreement (the "Exchange Securities") and to an offer to exchange the Guarantee for a substantially identical guarantee of FBS pursuant to the Guarantee Exchange and Registration Rights Agreement (the "Exchange Guarantee"). FBS and the Trust agree, jointly and severally, to use commercially their reasonable best efforts to cause the Exchange Registration Statement such registration statement to become effective under the Securities ActAct as soon as practicable thereafter. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply in all material respects with all applicable tender offer rules and regulations under the Exchange Act. The Company further agrees to use commercially reasonable efforts to complete the Exchange Offer no later than 60 days after its commencement, hold the Exchange Offer open for at least 20 business days and exchange Exchange 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 debt securities and related guarantees received by holders other than Restricted Holders in the Exchange Offer 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 Americaform. The Exchange Offer shall be deemed to have been completed upon the Company having exchanged, completion of the exchange of the Exchange Debentures for all the Debentures pursuant to the Exchange Offer, Exchange 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 business days following the commencement of the Exchange Offer. If any broker-dealer receives Exchange Securities for its own account in the Exchange Offer in exchange for securities that were acquired by such broker-dealer as a result of market-making or other trading activities, and any such broker-dealer so requests, the Company agrees (x) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is such a broker-dealer and (y) to use commercially reasonable efforts to keep such Exchange Registration Statement effective for a period (the "Resale Period") beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers notify the Company that they no longer own any Registrable Securities. With respect to such Exchange 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 Company agrees to use commercially reasonable efforts and the Guarantors agree to file under the Securities Act Act, no later than 90 days after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the "“Exchange Registration Statement"”, and such offer, the "“Exchange Offer"”) any and all of the Securities for a like aggregate principal amount of debt securities issued by the Company and guaranteed by the Subsidiary Guarantors, which debt securities and guarantees are substantially identical to the Securities and the related Guarantees, respectively (and are entitled to the benefits of a trust indenture which is substantially identical 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 new debt securities hereinafter called "“Exchange Securities"”). The Company agrees and the Guarantors agree to use all commercially reasonable efforts to cause the Exchange Registration Statement to become effective under the Securities ActAct no later than 180 days after the Closing Date, which may be extended for an additional 60 days if the sole reason for the Exchange Offer Registration Statement not becoming declared effective is the result of the failure of the Company and the Guarantors to obtain necessary approvals of the MGCB despite using all commercially reasonable efforts, commencing on the date hereof, to obtain such approvals; provided, that during such extension the Company and the Guarantors shall continue to use their commercially reasonable efforts to obtain such approvals promptly. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply in all material respects 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 Commission policy, the Company further agrees to use all commercially reasonable efforts to complete (i) commence the Exchange Offer promptly (but no later than 60 days after its commencement10 Business Days) following the Effective Time of such Exchange Registration Statement, (ii) hold the Exchange Offer open for at least 20 business days Business Days in accordance with Regulation 14E promulgated by the Commission under the Exchange Act and (iii) exchange Exchange Securities for all Registrable Securities that have been properly validly 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 debt securities and related guarantees received by holders other than Restricted Holders in the Exchange Offer 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 America and (ii) upon the Company having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly validly tendered and not properly withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 business days and not more than 30 Business Days following the commencement of the Exchange Offer. If any broker-dealer receives Exchange Securities for its own account in The Company and the Exchange Offer in exchange for securities that were acquired by such broker-dealer as a result of market-making or other trading activities, and any such broker-dealer so requests, the Company agrees Guarantors agree (x) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is such a broker-dealer and (y) to use commercially reasonable efforts to keep such Exchange Registration Statement effective for a period (the "“Resale Period"”) beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers notify the Company that they no longer own any Registrable Securities. With respect to such Exchange 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 Company agrees and the Guarantors agree to use their respective commercially reasonable efforts to file under the Securities Act a registration statement relating to an offer to exchange (such registration statement, the "“Exchange Registration Statement"”, and such offer, the "“Exchange Offer"”) any and all of the Securities for a like aggregate principal amount of debt securities issued by the Company and guaranteed by the Subsidiary Guarantors, which debt securities and guarantees Guarantees are substantially identical to the Securities and the related Guarantees, respectively (and are entitled to the benefits of a trust indenture which is substantially identical 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 new debt securities hereinafter called "“Exchange Securities"”). The Company agrees and the Guarantors agree to use their respective commercially reasonable efforts to cause the Exchange Registration Statement to become effective under the Securities ActAct within 690 days after the Closing Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply in all material respects with all applicable tender offer rules and regulations under the Exchange Act. The Company further agrees to use its commercially reasonable efforts to complete commence the Exchange Offer no later than 60 days promptly after its commencementthe 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 20 10 business days days, and exchange the Exchange 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 debt securities and related guarantees received by holders other than Restricted Holders in the Exchange Offer 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 If the Company having exchanged, pursuant to commences the Exchange Offer, the Company will be entitled to close the Exchange Securities for Offer 30 business 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 20 business days following the commencement terms of the Exchange Offer. If any broker-dealer receives Exchange Securities for its own account in The Company and the Exchange Offer in exchange for securities that were acquired by such broker-dealer as a result of market-making or other trading activities, and any such broker-dealer so requests, the Company agrees Guarantors agree (x) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is such a broker-dealer and (y) to use commercially reasonable efforts to keep such Exchange Registration Statement effective for a period (the "“Resale Period"”) beginning when Exchange 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 notify the Company that they 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 (other than Securities acquired directly from the Company or any of its affiliates) and that it will deliver a prospectus in connection with any resale of such Exchange 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 Company agrees and the Guarantors agree to use commercially reasonable their best efforts to file under the Securities Act a registration statement as soon as practicable after the Closing Date, but in no event later than 60 days after such date, an Exchange Offer Registration Statement relating to an offer by the Company and the Guarantors to exchange (such registration statement, the "Exchange Registration Statement", and such offer, the "Exchange Offer") (i) any and all of the Securities Notes for a like aggregate principal amount of debt securities notes issued by the Company Company, which notes are identical in all material respects to the Notes (the "Exchange Notes"), except that the Exchange Notes have been registered pursuant to an effective registration statement under the Securities Act, do not contain restrictions on transfers (except as they may be held by Restricted Holders) and guaranteed provide for the additional interest contemplated in Section 2(d) below for any periods before such exchange and (ii) any and all of the Guarantees for like guarantees by the Subsidiary Guarantors, which debt securities and guarantees are substantially identical to the Securities Guarantees (the "Exchange Guarantees," and together with the related GuaranteesExchange Notes, respectively (and are entitled to the benefits of a trust indenture which is substantially identical to the Indenture or is the Indenture and which has been qualified under the Trust Indenture Act), "Exchange Securities") 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 new debt securities hereinafter called "Exchange Securities")restrictions on transfers. The Company agrees and the Guarantors agree to use commercially reasonable their best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities ActAct as soon as practicable after the filing of the Exchange Offer Registration Statement but in no event later than 120 days after the Closing Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply in all material respects with all applicable tender offer and other rules and regulations under the Exchange Act. The Company and the Guarantors further agrees agree to use commercially reasonable their best efforts to complete commence and consummate the Exchange Offer no later than 60 days promptly after its commencementthe Exchange Offer Registration Statement has become effective, hold the Exchange Offer open for at least not less than 20 business days Business Days (or longer, if required by applicable law) after the date notice of the Exchange Offer has been mailed to Holders and exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange OfferOffer and to consummate such Exchange Offer within 165 days after the Closing Date. The Exchange Offer will be deemed to have been "completed" , as the case may be, only if the debt securities and related guarantees Exchange Securities received by holders Holders other than Restricted Holders in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder Holdr 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 Company and the Guarantors having exchanged, pursuant to the Exchange Offer, the Exchange Securities for all Registrable Securities that have been outstanding Securities, pursuant to the Exchange Offer, 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 20 business days Business Days (or longer, if required by applicable law) following the commencement of the Exchange Offer. If any broker-dealer receives Exchange Securities for its own account in The Company and the Guarantors shall commence the Exchange Offer by mailing the related exchange offer Prospectus and accompanying documents to each Holder stating, in exchange for securities that were acquired by such broker-dealer as a result of market-making or other trading activities, and any such broker-dealer so requests, the Company agrees (x) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is such a broker-dealer and (y) to use commercially reasonable efforts to keep such Exchange Registration Statement effective for a period (the "Resale Period") beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers notify the Company that they no longer own any Registrable Securities. With respect addition to such Exchange 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.other disclosures as are required by applicable law:

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, If Crestar and the Company agrees to use commercially reasonable efforts to Trust file under the Securities Act a registration statement relating pursuant to Section 2(a) of the Capital Securities Exchange and Registration Rights Agreement, then Crestar and the Trust agree, jointly and severally, to include in such registration statement an offer to exchange (such registration statement, the "Exchange Registration Statement", and such offer, the "Exchange Offer") any and all of the Securities Debentures for a like aggregate principal amount of debt securities issued by the Company and guaranteed by the Subsidiary Guarantors, a new series of junior subordinated deferrable interest debentures of Crestar which debt securities and guarantees are substantially identical to the Securities and the related Guarantees, respectively Debentures (and which are entitled to the benefits of a trust indenture which is substantially identical to the Indenture or is the Indenture and which has been will be qualified under the Trust Indenture Act), ) except that they have been registered pursuant to an effective registration statement under the Securities Act and do such new debentures will not contain provisions for Special Interest or provisions restricting transfer in the additional interest contemplated in Section 2(c) below absence of registration under the Securities Act (such new debt securities debentures hereinafter called "Exchange SecuritiesDebentures"). The Company agrees Such registration statement shall also relate to, and the consummation of the Exchange Offer shall be conditioned upon the consummation of, an offer to exchange the Securities for substantially identical capital securities of the Trust pursuant to the Capital Securities Exchange and Registration Rights Agreement (the "Exchange Securities") and to an offer to exchange the Guarantee for a substantially identical guarantee of Crestar pursuant to the Guarantee Exchange and Registration Rights Agreement (the "Exchange Guarantee"). Crestar and the Trust agree, jointly and severally, to use commercially their reasonable best efforts to cause the Exchange Registration Statement such registration statement to become effective under the Securities ActAct as soon as practicable after the filing thereof. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply in all material respects with all applicable tender offer rules and regulations under the Exchange Act. The Company further agrees to use commercially reasonable efforts to complete the Exchange Offer no later than 60 days after its commencement, hold the Exchange Offer open for at least 20 business days and exchange Exchange 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 debt securities and related guarantees received by holders other than Restricted Holders in the Exchange Offer 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 Americaform. The Exchange Offer shall be deemed to have been completed upon the Company having exchanged, completion of the exchange of the Exchange Debentures for all the Debentures pursuant to the Exchange Offer, Exchange 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 business days following the commencement of the Exchange Offer. If any broker-dealer receives Exchange Securities for its own account in the Exchange Offer in exchange for securities that were acquired by such broker-dealer as a result of market-making or other trading activities, and any such broker-dealer so requests, the Company agrees (x) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is such a broker-dealer and (y) to use commercially reasonable efforts to keep such Exchange Registration Statement effective for a period (the "Resale Period") beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers notify the Company that they no longer own any Registrable Securities. With respect to such Exchange 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 Company agrees to use commercially reasonable efforts Issuer and the Guarantors agree to file under the Securities Act Act, no later than 300 days after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the "“Exchange Registration Statement"”, and such offer, the "“Exchange Offer"”) any and all of the Securities for a like aggregate principal amount of debt securities issued by the Company Issuer and guaranteed by the Subsidiary Guarantors, which debt securities and guarantees are substantially identical to the Securities and the related Guarantees, respectively (and are entitled to the benefits of a trust indenture which is substantially identical 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 new debt securities hereinafter called "“Exchange Securities"”). The Company agrees Issuer and the Guarantors agree to use all commercially reasonable efforts to cause the Exchange Registration Statement to become effective under the Securities ActActno later than 360 days after the Closing Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply in all material respects with all applicable tender offer rules and regulations under the Exchange Act. The Company Unless the Exchange Offer would 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 10 Business Days) following the Effective Time of such Exchange Registration Statement and to complete the Exchange Offer no later than 60 390 days after its commencementfollowing the Closing Date, (ii) hold the Exchange Offer open for at least 20 business days Business Days in accordance with Regulation 14E promulgated by the Commission under the Exchange Act and (iii) exchange Exchange 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 debt securities and related guarantees received by holders other than Restricted Holders in the Exchange Offer 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 America and (ii) upon the Company Issuer having exchanged, pursuant to the Exchange Offer, Exchange 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 business days and not more than 40 Business Days following the commencement of the Exchange Offer. If any broker-dealer receives Exchange Securities for its own account in The Issuer and the Exchange Offer in exchange for securities that were acquired by such broker-dealer as a result of market-making or other trading activities, and any such broker-dealer so requests, the Company agrees Guarantors agree (x) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is such a broker-dealer and (y) to use commercially reasonable efforts to keep such Exchange Registration Statement effective for a period (the "“Resale Period"”) beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers notify the Company that they no longer own any Registrable Securities. With respect to such Exchange 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 Company agrees to use commercially reasonable efforts and the Guarantors agree to file under the Securities Act Act, no later than 180 days after the date hereof, a registration statement relating to an offer to exchange (such registration statement, the "“Exchange Registration Statement"”, and such offer, the "“Exchange Offer"”) any and all of the Securities for a like aggregate principal amount of debt securities issued by the Company and guaranteed by the Subsidiary Guarantors, which debt securities and guarantees are substantially identical to the Securities and the related Guarantees, respectively (and are entitled to the benefits of a trust indenture which is substantially identical 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 new debt securities hereinafter called "“Exchange Securities"”). The Company agrees and the Guarantors agree to use all commercially reasonable 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 Registration Statement to become effective under the Securities ActAct as promptly as practicable, but in any event no later than 270 days after the date hereof. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply in all material respects 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 Commission policy, the Company further agrees to use all commercially reasonable efforts to (i) commence and complete the Exchange Offer promptly but no later than 60 days after its commencementfollowing the Effective Time of such Exchange Registration Statement, (ii) hold the Exchange Offer open for at least 20 business 30 days (or such longer period as may be required by applicable law) and (iii) exchange Exchange 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 debt securities and related guarantees received by holders other than Restricted Holders in the Exchange Offer 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 Company earlier to occur of (i) the Company’s having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Company’s having exchanged, pursuant to the Exchange Offer, Exchange 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 business 30 days following the commencement of the Exchange Offer. If any broker-dealer receives Exchange Securities for its own account in The Company and the Exchange Offer in exchange for securities that were acquired by such broker-dealer as a result of market-making or other trading activities, and any such broker-dealer so requests, the Company agrees Guarantors agree (x) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is such a broker-dealer or is otherwise subject to prospectus delivery requirements and (y) to use all commercially reasonable efforts to keep such Exchange Registration Statement effective for a period (the "“Resale Period"”) beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers notify the Company that they no longer own any Registrable Securities. With respect to such Exchange 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 Company agrees to use commercially reasonable efforts to file under the Securities Act Act, no later than May 1, 2005, a registration statement relating to an offer to exchange (such registration statement, the "Exchange Registration Statement", and such offer, the "Exchange Offer") any and all of the Securities for a like aggregate principal amount of debt securities issued by the Company and guaranteed by the Subsidiary GuarantorsCompany, which debt securities and guarantees are substantially identical to the Securities and the related Guarantees, respectively (and are entitled to the benefits of a trust indenture which is substantially identical 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 new debt securities hereinafter called "Exchange Securities"). The Company agrees to use all commercially reasonable efforts to cause the Exchange Registration Statement to become effective under the Securities ActAct no later than July 1, 2005. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply in all material respects with all applicable tender offer rules and regulations under the Exchange Act. The Company further agrees to use all commercially reasonable efforts to commence and complete the Exchange Offer promptly, but no later than 60 45 days after its commencementsuch registration statement has become effective, hold the Exchange Offer open for at least 20 business 30 days and exchange Exchange 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 debt securities and related guarantees received by holders other than Restricted Holders in the Exchange Offer 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 Company having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Company having exchanged, pursuant to the Exchange Offer, Exchange 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 business 30 days following the commencement of the Exchange Offer. If any broker-dealer receives Exchange Securities for its own account in the Exchange Offer in exchange for securities that were acquired by such broker-dealer as a result of market-making or other trading activities, and any such broker-dealer so requests, the The Company agrees (x) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is such a broker-dealer and (y) to use commercially reasonable efforts to keep such Exchange Registration Statement effective (other than during any Blackout Period) for a period (the "Resale Period") beginning when Exchange 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 notify the Company that they no longer own any Registrable Securities. With respect to such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(aSections6(a), (c), (d) and (e) hereof.

Registration Under the Securities Act. (a) Except as set forth in Section 2(bThe Company and the Guarantors shall jointly and severally: (i) below, the Company agrees to use commercially their reasonable best efforts to prepare and, not later than 45 days following the Issue Date, file under with the Securities Act Commission the Principal Registration Statement with respect to a registration statement relating to an proposed offer to the Holders to issue and deliver to such Holders, in exchange (such registration statementfor the Registrable Securities, the "Exchange Registration Statement", and such offer, the "Exchange Offer") any and all of the Securities for a like aggregate principal amount of debt securities issued by the Company and guaranteed by the Subsidiary Guarantors, which debt securities and guarantees are substantially identical to the Securities and the related Guarantees, respectively (and are entitled to the benefits of a trust indenture which is substantially identical 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 new debt securities hereinafter called "Exchange Securities"). The Company agrees to ; and (ii) use commercially their reasonable best efforts to cause the Exchange Principal Registration Statement to become effective under the Securities ActAct no later than 120 days after the Issue Date and the Registration Exchange Offer to be consummated no later than 180 days after the Issue Date. The Exchange Offer Securities will be registered issued under the Indentures or an indenture between the Company, the Guarantors party thereto and the Trustee or such other bank or trust company that is reasonably satisfactory to the Company and the Majority Holders ("Exchange Securities Act on the appropriate form and will comply Indenture"), such Exchange Securities Indenture to be identical in all material respects to the Indentures, except with all applicable tender offer rules respect to the transfer restrictions relating to the Securities (as described above in the definition of "Exchange Securities"). Upon the effectiveness of the Principal Registration Statement, the Company and regulations under the Guarantors shall as soon as practicable commence the Registration Exchange Act. The Company further agrees to use commercially reasonable efforts to complete Offer, it being the objective of such Registration Exchange Offer no later than 60 days after its commencement, hold the Exchange Offer open to enable each Holder electing to exchange Registrable Securities for at least 20 business days and exchange Exchange Securities for all to exchange such Registrable Securities that have been properly tendered and not withdrawn on to trade such Exchange Securities from and after their receipt without any limitations or prior to the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been "completed" only if the debt securities and related guarantees received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction restrictions 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 several states of the United States of AmericaStates. The Exchange Offer Company and the Guarantors shall be deemed to have been completed promptly, upon the Company having exchanged, pursuant to request of any Holder that does not participate in the Registration Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered issue and not withdrawn before the expiration of the Exchange Offerdeliver to any such Holder, which shall be on a date that is at least 20 business days following the commencement of the Exchange Offer. If any broker-dealer receives Exchange Securities for its own account in the Exchange Offer in exchange for securities that were acquired the Securities held by such broker-dealer Holder, a like aggregate principal amount of Private Exchange Securities. The Private Exchange Securities will be issued under the same indenture as the Exchange Securities, and the Company shall use its reasonable best efforts to cause the Private Exchange Securities to bear the same CUSIP number as the Exchange Securities. The Indenture or the Exchange Securities Indenture, as the case may be, shall provide that the Securities, the Exchange Securities and the Private Exchange Securities shall vote and consent together on all matters as one class and that none of the Securities, the Exchange Securities or the Private Exchange Securities will have the right to vote or consent as a result of market-making or other trading activitiesseparate class on any matter. Interest on each Exchange Security and Private Exchange Security will accrue from the last interest payment date on which interest was paid on the Securities surrendered in exchange therefor or, if no interest has been paid on the Securities, from the Issue Date. The Company and any such broker-dealer so requests, the Company agrees (x) to include in Guarantors shall commence the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is such a broker-dealer and (y) to use commercially reasonable efforts to keep such Exchange Registration Statement effective for a period (the "Resale Period") beginning when Exchange Securities are first issued in the Exchange Offer by mailing the related Prospectus, appropriate letters of transmittal 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 notify the Company that they no longer own any Registrable Securities. With respect other accompanying documents to each Holder stating, in addition to such Exchange 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.other disclosures as are required by applicable law:

Registration Under the Securities Act. (a) Except as set forth in Section 2(b2(b)(i) below, the Company agrees to use commercially reasonable efforts to file under the Securities Act Act, as soon as practicable, but no later than 90 days after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the "“Exchange Registration Statement"”, and such offer, the "“Exchange Offer"”) any and all of the Securities for a like aggregate principal amount of debt securities issued by the Company and guaranteed by the Subsidiary Guarantors, which debt securities and guarantees are substantially identical to the Securities and the related Guarantees, respectively (and are entitled to the benefits of a trust indenture which is substantially identical 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 new debt securities hereinafter called "“Exchange Securities"”). The Company agrees to use commercially its reasonable best efforts to cause the Exchange Registration Statement to become effective under the Securities ActAct 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 in all material respects with all applicable tender offer rules and regulations under the Exchange Act. The Company further agrees to use commercially its reasonable best efforts to commence and complete the Exchange Offer promptly, but no later than 60 30 days after its commencementsuch registration statement has become effective, hold the Exchange Offer open for at least 20 business days and exchange Exchange 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 debt securities and related guarantees received by holders holders, other than Restricted Holders Holders, in the Exchange Offer 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 Company having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Company having exchanged, pursuant to the Exchange Offer, Exchange 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 20 business days following the commencement of the Exchange Offer. If any broker-dealer receives Exchange Securities for its own account in the Exchange Offer in exchange for securities that were acquired by such broker-dealer as a result of market-making or other trading activities, and any such broker-dealer so requests, the The Company agrees (x) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is such a broker-dealer and (y) to use commercially reasonable efforts to keep such Exchange Registration Statement effective for a period (the "“Resale Period"”) beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers notify the Company that they no longer own any Registrable Securities. With respect to such Exchange 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 Company agrees and the Guarantors agree to use commercially reasonable efforts to file under the Securities Act Act, no later than 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 Transfer Restricted Securities for a like aggregate principal amount of debt securities issued by the Company and guaranteed by the Subsidiary Guarantors, which debt securities and guarantees are substantially identical to the Securities and the related Guarantees, respectively (and are entitled to the benefits of a trust indenture which is substantially identical 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 new debt securities hereinafter called "Exchange Securities"). The Company agrees and the Guarantors agree to use all commercially reasonable efforts to cause the Exchange Offer Registration Statement to become effective under the Securities ActAct no later than 210 days after the Closing Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply in all material respects with all applicable tender offer rules and regulations under the Exchange Act. The Company and the Guarantors further agrees agree to use all commercially reasonable efforts to commence and complete the Exchange Offer no later than 60 40 business days after its commencementsuch registration statement has become effective, hold the Exchange Offer open for at least 20 business days and exchange 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 debt securities and related guarantees guarantee received by holders other than Restricted Holders in the Exchange Offer 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 Company having exchanged the Exchange Securities for all outstanding Transfer Restricted Securities pursuant to the Exchange Offer and (ii) the Company having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Transfer Restricted Securities that have been properly tendered and not validly withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 business days following the commencement of the Exchange Offer. If any broker-dealer receives Exchange Securities for its own account in the Exchange Offer in exchange for securities that were acquired by such broker-dealer as a result of market-making or other trading activities, and any such broker-dealer so requests, the The Company agrees (x) to include in the Exchange Offer Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is such 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 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 notify the Company that they no longer own any Registrable Transfer Restricted 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 Company Issuer agrees to use commercially reasonable its best efforts to file or cause to be filed under the Securities Act Act, as soon as practicable, but no later than 280 days after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the "Exchange Registration Statement", and such offer, the "Exchange Offer") any and all of the Securities for a like aggregate principal amount of debt securities issued by the Company Issuer and guaranteed by the Subsidiary GuarantorsGuarantor, which debt securities and guarantees guarantee are substantially identical to the Securities and the related GuaranteesGuarantee, respectively (and are entitled to the benefits of a trust indenture which is substantially identical 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 new debt securities hereinafter called "Exchange Securities"). The Company Issuer agrees to use commercially reasonable its best efforts to cause the Exchange Registration Statement to become effective by the Commission under the Securities ActAct as soon as practicable, but no later than 280 days after the Closing Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply in all material respects with all applicable tender offer rules and regulations under the Exchange Act. The Company Issuer further agrees to use commercially reasonable its best efforts to commence and complete the Exchange Offer promptly, but no later than 60 310 days after its commencementthe Closing Date, hold the Exchange Offer open for at least 20 business 30 days and exchange issue and deliver Exchange Securities in exchange 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 debt securities and related guarantees received by holders effectiveness of the Exchange Offer Registration Statement, the Issuer 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 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 Company earlier to occur of (i) the Issuer having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Issuer having exchanged, pursuant to the Exchange Offer, Exchange 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 business 30 days following the commencement of the Exchange Offer. If any broker-dealer receives Exchange Securities for its own account in the Exchange Offer in exchange for securities that were acquired by such broker-dealer as a result of market-making or other trading activities, and any such broker-dealer so requests, the Company The Issuer agrees (x) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is such a broker-dealer and (y) to use commercially reasonable efforts to keep such Exchange Registration Statement effective for a period (the "Resale Period") beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers notify the Company that they no longer own any Registrable Securities. With respect to such Exchange 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 Company agrees to use commercially reasonable efforts to file under the Securities Act a Act, one or more registration statement statements relating to an offer to exchange (such registration statementstatements, together, the "“Exchange Registration Statement", ,” and such offer, the "“Exchange Offer"”) any and all of the Securities for a like aggregate principal amount of debt securities issued by the Company and guaranteed by the Subsidiary Guarantors, which debt securities and guarantees are substantially identical to the Securities and the related Guarantees, respectively (and are entitled to the benefits of a trust indenture which is substantially identical 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 Additional Interest contemplated in Section 2(c2(d) below (such new debt securities hereinafter called "“Exchange Securities"”). The Company agrees to use all commercially reasonable efforts to cause the Exchange Registration Statement to become effective under the Securities ActAct no later than 360 days after the Issue Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply in all material respects 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 Commission policy, the Company further agrees to use all commercially reasonable efforts to complete (i) commence the Exchange Offer no later than 60 days after its commencementpromptly following the Effective Time of such Exchange Registration Statement, (ii) hold the Exchange Offer open for at least 20 business days Business Days in accordance with Regulation 14E promulgated by the Commission under the Exchange Act, or longer, if required by the federal securities laws and (iii) exchange Exchange 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 if: (i) the debt securities Exchange Securities and related guarantees received by holders holders, other than Restricted Holders Holders, in the Exchange Offer 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 America and (ii) upon the Company having exchanged, pursuant to the Exchange Offer, Exchange 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 business days Business Days following the commencement of the Exchange Offer. If any broker-dealer receives Exchange Securities for its own account in the Exchange Offer in exchange for securities that were acquired by such broker-dealer as a result of market-making or other trading activities, and any such broker-dealer so requests, the The Company agrees (x) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is such a broker-dealer and (y) to use commercially reasonable efforts to keep such Exchange Registration Statement effective for a period (the "“Resale Period"”) beginning when Exchange 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 notify the Company that they no longer own any Registrable Securities. With respect to such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections Subsections 6(a), (ce), (df) and (e) hereofg).

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Company agrees to use commercially reasonable efforts Issuer and the Guarantor agree to file under the Securities Act Act, as soon as practicable, but no later than 90 days after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the "Exchange Registration Statement", and such offer, the "Exchange Offer") any and all of the Securities for a like aggregate principal amount of debt securities issued by the Company Issuer and guaranteed by the Subsidiary GuarantorsGuarantor, which debt securities and guarantees guarantee are substantially identical to the Securities and the related GuaranteesGuarantee, respectively (and are entitled to the benefits of a trust indenture which is substantially identical 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 new debt securities hereinafter called "Exchange Securities"). The Company agrees Issuer and the Guarantor agree to use commercially reasonable their best efforts to cause the Exchange Registration Statement to become effective under the Securities ActAct 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 in all material respects with all applicable tender offer rules and regulations under the Exchange Act. The Company Issuer and the Guarantor further agrees agree to use commercially reasonable their best efforts to commence and complete the Exchange Offer promptly, but no later than 60 45 days after its commencementsuch registration statement has become effective, hold the Exchange Offer open for at least 20 business days and exchange Exchange 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 debt securities and related guarantees guarantee received by holders other than Restricted Holders in the Exchange Offer 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 Company earlier to occur of (i) the Issuer having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Issuer having exchanged, pursuant to the Exchange Offer, Exchange 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 business days following the commencement of the Exchange Offer. If any broker-dealer receives Exchange Securities for its own account in The Issuer and the Exchange Offer in exchange for securities that were acquired by such broker-dealer as a result of market-making or other trading activities, and any such broker-dealer so requests, the Company agrees Guarantor agree (x) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is such a broker-dealer and (y) to use commercially reasonable efforts to keep such Exchange Registration Statement effective for a period (the "Resale Period") beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers notify the Company that they no longer own any Registrable Securities. With respect to such Exchange 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 Company agrees to use commercially reasonable efforts Company, the Parent and the Subsidiary Guarantors agree to file under the Securities Act Act, no later than 470 days after the Closing Date (the “Exchange Filing Deadline”), a registration statement relating to an offer to exchange (such registration statement, the "“Exchange Registration Statement"”, and such offer, the "“Exchange Offer"”) any and all of the Securities for a like aggregate principal amount of debt securities issued by the Company and guaranteed by the Parent and the Subsidiary Guarantors, which debt securities and guarantees are substantially identical to the Securities and the related Guarantees, respectively (and are entitled to the benefits of a trust indenture which is substantially identical 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 new debt securities hereinafter called "“Exchange Securities"”). The Company agrees Company, the Parent and the Subsidiary Guarantors agree to use their commercially reasonable efforts to cause the Exchange Registration Statement to become effective under the Securities ActAct no later than 110 days after the Exchange Filing Deadline (the “Exchange Effectiveness Deadline”). The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply in all material respects 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 Commission policy, the Company further agrees to use their commercially reasonable efforts to complete (i) commence the Exchange Offer no later than 60 days after its commencementreasonably promptly following the Effective Time of such Exchange Registration Statement, (ii) hold the Exchange Offer open for at least 20 business days Business Days in accordance with Regulation 14E promulgated by the Commission under the Exchange Act and (iii) exchange Exchange 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 debt securities and related guarantees received by holders other than Restricted Holders in the Exchange Offer 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 America and (ii) upon the Company having exchanged, pursuant to the Exchange Offer, Exchange 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 business days Business Days following the commencement of the Exchange Offer. If any broker-dealer receives Exchange Securities for its own account in the Exchange Offer in exchange for securities that were acquired by such broker-dealer as a result of market-making or other trading activities, and any such broker-dealer so requestsThe Company, the Company agrees Parent and the Subsidiary Guarantors agree (x) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is such a broker-dealer and (y) to use commercially reasonable efforts to keep such Exchange Registration Statement effective for a period (the "“Resale Period"”) beginning when Exchange 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 notify the Company that they no longer own any Registrable Securities. With respect to such Exchange 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) hereoff).

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Company agrees to use commercially reasonable efforts to file under the Securities Act Act, no later than May 1, 2005, a registration statement relating to an offer to exchange (such registration statement, the "Exchange Registration Statement", and such offer, the "Exchange Offer") any and all of the Securities for a like aggregate principal amount of debt securities issued by the Company and guaranteed by the Subsidiary GuarantorsCompany, which debt securities and guarantees are substantially identical to the Securities and the related Guarantees, respectively (and are entitled to the benefits of a trust indenture which is substantially identical 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 new debt securities hereinafter called "Exchange Securities"). The Company agrees to use all commercially reasonable efforts to cause the Exchange Registration Statement to become effective under the Securities ActAct no later than July 1, 2005. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply in all material respects with all applicable tender offer rules and regulations under the Exchange Act. The Company further agrees to use all commercially reasonable efforts to commence and complete the Exchange Offer promptly, but no later than 60 45 days after its commencementsuch registration statement has become effective, hold the Exchange Offer open for at least 20 business 30 days and exchange Exchange 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 debt securities and related guarantees received by holders other than Restricted Holders in the Exchange Offer 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 Company having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Company having exchanged, pursuant to the Exchange Offer, Exchange 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 business 30 days following the commencement of the Exchange Offer. If any broker-dealer receives Exchange Securities for its own account in the Exchange Offer in exchange for securities that were acquired by such broker-dealer as a result of market-making or other trading activities, and any such broker-dealer so requests, the The Company agrees (x) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is such a broker-dealer and (y) to use commercially reasonable efforts to keep such Exchange Registration Statement effective (other than during any Blackout Period) for a period (the "Resale Period") beginning when Exchange 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 notify the Company that they no longer own any Registrable Securities. With respect to such Exchange 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 Company agrees to use commercially reasonable efforts to file under the Securities Act Act, no later than 90 days after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the "“Exchange Registration Statement"”, and such offer, the "“Exchange Offer"”) any and all of the Securities for a like aggregate principal amount of debt securities issued by the Company and guaranteed by the Subsidiary GuarantorsCompany, which debt securities and guarantees are substantially identical to the Securities and the related Guarantees, respectively (and are entitled to the benefits of a trust indenture which is substantially identical 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 new debt securities hereinafter called "“Exchange Securities"”). The Company agrees to use commercially reasonable efforts to cause the Exchange Registration Statement to become be declared effective under the Securities ActAct 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 in all material respects 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 Commission policy, the Company further agrees to use commercially reasonable efforts to complete (i) commence the Exchange Offer no later than 60 days 10 Business Days after its commencementthe Effective Time of such Exchange Registration Statement, (ii) hold the Exchange Offer open for at least 20 business days Business Days (or longer if required by applicable law) after the date notice of the Exchange Offer is mailed to holders of Notes in accordance with Regulation 14E promulgated by the Commission under the Exchange Act and (iii) exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer, promptly following the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been "“completed" ” only (i) if the debt securities and related guarantees received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under 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 certain broker-dealers of Exchange Securities received by them pursuant to the Exchange Offer) 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 America and (ii) upon the Company having exchanged, pursuant to the Exchange Offer, Exchange 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 business days and not more than 30 Business Days following the commencement of the Exchange Offer. If any broker-dealer receives Exchange Securities for its own account in the Exchange Offer in exchange for securities that were acquired by such broker-dealer as a result of market-making or other trading activities, and any such broker-dealer so requests, the The Company agrees (x) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is such a broker-dealer and (y) to use commercially reasonable efforts to keep such Exchange Registration Statement effective for a period (the "Resale Period"”) beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers notify the Company that they no longer own any Registrable Securities. With respect to such Exchange 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 Company agrees to use commercially reasonable efforts Issuers agree to file under the Securities Act Act, no later than 360 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 Securities for a like aggregate principal amount of debt securities issued by the Company Issuers and guaranteed by the Subsidiary Guarantors, which debt securities and guarantees are substantially identical to the Securities and the related Guarantees, respectively (and are entitled to the benefits of a trust indenture which is substantially identical 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 new debt securities hereinafter called "“Exchange Securities"”). The Company agrees Issuers agree to use all commercially reasonable efforts to cause the Exchange Offer Registration Statement to become effective under the Securities ActAct no later than 360 days after the Closing Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply in all material respects with all applicable tender offer rules and regulations under the Exchange Act. The Company , Unless the Exchange Offer would not be permitted by applicable law or Commission policy, the Issuers further agrees agree to use all commercially reasonable efforts to complete (i) commence the Exchange Offer promptly (but no later than 60 days after its commencement45 Business Days) following the Effective Time of such Exchange Offer Registration Statement, (ii) hold the Exchange Offer open for at least 20 business days Business Days in accordance with Regulation 14E promulgated by the Commission under the Exchange Act and (iii) exchange Exchange 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 debt securities and related guarantees received by holders other than Restricted Holders in the Exchange Offer 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 America and (ii) upon the Company Issuers having exchanged, pursuant to the Exchange Offer, Exchange 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 business days Business Days following the commencement of the Exchange Offer. If any broker-dealer receives Exchange Securities for its own account in the Exchange Offer in exchange for securities that were acquired by such broker-dealer as a result of market-making or other trading activities, and any such broker-dealer so requests, the Company agrees The Issuers agree (x) to include in the Exchange Offer Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is such 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 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 notify the Company that they 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 Company agrees to use commercially reasonable efforts to file under the Securities Act no later than 180 days after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the "Exchange Registration Statement", and such offer, the "Exchange Offer") any and all of the Securities for a like aggregate principal amount of debt securities issued by the Company and guaranteed by the Subsidiary GuarantorsCompany, which debt securities and guarantees are substantially identical to the Securities and the related Guarantees, respectively (and are entitled to the benefits of a trust indenture which is substantially identical 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 new debt securities hereinafter called "Exchange Securities"). The Company agrees to use all commercially reasonable efforts to cause the Exchange Registration Statement to become effective under the Securities ActAct no later than 270 days after the Closing Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply in all material respects with all applicable tender offer rules and regulations under the Exchange Act. The Company further agrees to use all commercially reasonable efforts to complete issue, on or prior to 45 days after the Exchange Offer no later than 60 days after its commencementRegistration Statement was declared effective by the Commission, hold or longer if required by the Exchange Offer open for at least 20 business days and exchange Act, Exchange 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 debt securities and related guarantees received by holders other than Restricted Holders in the Exchange Offer 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 Company having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Company having exchanged, pursuant to the Exchange Offer, Exchange 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 business 30 days following the commencement of the Exchange Offer. If any broker-dealer receives Exchange Securities for its own account in the Exchange Offer in exchange for securities that were acquired by such broker-dealer as a result of market-making or other trading activities, and any such broker-dealer so requests, the The Company agrees (x) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is such a broker-dealer and (y) to use commercially reasonable efforts to keep such Exchange Registration Statement effective for a period (the "Resale Period") beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers notify the Company that they no longer own any Registrable Securities. With respect to such Exchange 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 Company agrees to use commercially reasonable efforts and the Guarantors agree to file under the Securities Act 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 Securities for a like aggregate principal amount of debt securities issued by the Company and guaranteed by the Subsidiary Guarantors, which debt securities and guarantees are substantially identical to the Securities and the related Guarantees, respectively (and are entitled to the benefits of a trust indenture which is substantially identical 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 new debt securities hereinafter called "Exchange SecuritiesNotes"). The Company agrees and the Guarantors agree to use all commercially reasonable efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act, on or prior to 180 days after the Closing Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply in all material respects with all applicable tender offer rules and regulations under the Exchange Act. The Company and the Guarantors further agrees agree to use all commercially reasonable efforts to commence and complete the Exchange Offer no later than 60 days Offer, on or prior to 30 business days, or longer, if required by the federal securities laws, after its commencementsuch registration statement has become effective, hold the Exchange Offer open for at least 20 business days and exchange Exchange Securities Notes 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 debt securities and related guarantees guarantee received by holders other than Restricted Holders in the Exchange Offer for Registrable Transfer Restricted Securities are, upon receipt, transferable by each such holder without material 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 Company having exchanged the Exchange Notes for all outstanding Transfer Restricted Securities pursuant to the Exchange Offer and (ii) the Company having exchanged, pursuant to the Exchange Offer, Exchange Securities Notes 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 20 business days following the commencement of the Exchange Offer. If any broker-dealer receives Exchange Securities for its own account in the Exchange Offer in exchange for securities that were acquired by such broker-dealer as a result of market-making or other trading activities, and any such broker-dealer so requests, the The Company agrees (x) to include in the Exchange Offer Registration Statement a prospectus for use in any resales by any holder of Exchange Securities Notes that is such a broker-dealer 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 Securities 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 notify the Company that they no longer own any Registrable Transfer Restricted 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 Company agrees to use commercially reasonable efforts and the Guarantors agree to file under the Securities Act 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 Securities for a like aggregate principal amount of debt securities issued by the Company and guaranteed by the Subsidiary Guarantors, which debt securities and guarantees are will be substantially identical to the Securities and the related Note Guarantees, respectively (and are entitled to the benefits of a trust indenture which is substantially identical to the Indenture or is the Indenture and which has been qualified under the Trust Indenture ActIndenture), except that they have been will be registered pursuant to an effective registration statement under the Securities Act and do will not contain provisions for the additional interest Special Interest contemplated in by Section 2(c) below (such new debt securities hereinafter called "the “Exchange Securities"”). The Company agrees and the Guarantors agree to use their commercially reasonable efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply in all material respects 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 Commission policy, the Company further agrees to (i) commence the Exchange Offer, and (ii) use all commercially reasonable efforts to complete issue on or prior to 135 days, or longer, if required by applicable securities laws, after the Exchange Offer no later than 60 days after its commencementClosing Date, hold the Exchange Offer open for at least 20 business days and exchange Exchange Securities notes in exchange for all Registrable Securities that have been notes 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 debt securities and related guarantees received by holders other than Restricted Holders in the Exchange Offer 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 America and (ii) upon the Company having exchanged, pursuant to the Exchange Offer, Exchange 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 business days and not more than 30 Business Days following the commencement of the Exchange Offer. If any broker-dealer receives Exchange Securities for its own account in The Company and the Exchange Offer in exchange for securities that were acquired by such broker-dealer as a result of market-making or other trading activities, and any such broker-dealer so requests, the Company agrees Guarantors agree (x) to include in the Exchange Offer Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is such 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 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 notify the Company that they 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 Company agrees to use commercially reasonable efforts file, and to file cause the Guarantors, if any, to file, under the Securities Act Act, as soon as practicable, but no later than 90 days after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the "Exchange Registration Statement", and such offer, the "Exchange Offer") any and all of the Registrable Securities for a like aggregate principal amount of debt securities issued by the Company and guaranteed by the Subsidiary Guarantors, if any, which debt securities and guarantees are substantially identical to the Securities and the related Guarantees, respectively (and are entitled to the benefits of a trust indenture which is substantially identical to the Indenture or is the Indenture and which has been qualified under the Trust Indenture Act) (other than such changes to the Indenture or any such trust indenture as are necessary to comply with any requirements of the Commission to effect or maintain the qualification thereof under the Trust Indenture Act or which eliminate the transfer restrictions on the Securities or provisions for the payment of additional interest contemplated in Section 2(c) below), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain a restrictive legend or provisions for the additional interest contemplated in Section 2(c) below (such new debt securities hereinafter called "Exchange Securities"). The Company agrees to use use, and to cause the Guarantors, if any, to use, all commercially reasonable efforts to cause the Exchange Registration Statement to become effective under the Securities ActAct as soon as practicable, but no later than 210 days after the Closing Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply in all material respects with all applicable tender offer rules and regulations under the Exchange Act. The Company further agrees to use use, and to cause the Guarantors, if any, to use, all commercially reasonable efforts to (A) complete the Exchange Offer promptly, but no later than 60 30 business days after its commencementsuch Exchange Registration Statement has become effective, or such later date as is required by the Securities Act, (B) hold the Exchange Offer open for at least 20 business days and (C) exchange Exchange 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 debt securities and related guarantees received by holders other than Restricted Holders in the Exchange Offer 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 Company having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Company having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer. Each holder who participates in the Exchange Offer will be required to represent (i) that any Exchange Securities received by it will be acquired in the ordinary course of its business, which shall be on a date (ii) that is at least 20 business days following the commencement time of the consummation of the Exchange Offer. If , such holder will have no arrangement or understanding with any broker-dealer receives Exchange Securities for its own account Person to participate in the distribution of the Exchange Offer in exchange for securities Securities, (iii) that were acquired by such broker-dealer as a result holder is not an affiliate of market-making the Company or other trading activitiesany Guarantor within the meaning of the Securities Act, and (iv) any such brokeradditional representations that in the written opinion of counsel to the Company are necessary under then-dealer so requests, existing rules or regulations (or interpretations thereof) of the Commission in order for the Exchange Registration Statement to be declared effective. The Company agrees (x) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is such a broker-dealer and (y) to use all commercially reasonable efforts to keep such Exchange Registration Statement effective for a period (the "Resale Period") beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers notify the Company that they are no longer own any Registrable required to comply with the prospectus delivery requirements in connection with offers and sales of the Exchange Securities. With respect to such Exchange 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 Company agrees to use commercially reasonable efforts and the Guarantors agree to file under the Securities Act Act, as soon as practicable, but no later than 210 days after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the "“Exchange Registration Statement", ,” and such offer, the "“Exchange Offer"”) any and all of the Securities for a like aggregate principal amount of debt securities issued by the Company and guaranteed by the Subsidiary Guarantors, which debt securities and guarantees are substantially identical to the Securities and the related Guarantees, respectively (and are entitled to the benefits of a trust indenture which is substantially identical 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 new debt securities hereinafter called "“Exchange Securities"”). The Company agrees and the Guarantors agree to use all commercially reasonable efforts to cause the Exchange Registration Statement to become effective under the Securities ActAct as soon as practicable, but no later than 300 days after the Closing Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply in all material respects with all applicable tender offer rules and regulations under the Exchange Act. The Company and the Guarantors further agrees agree to use all commercially reasonable efforts to (A) complete the Exchange Offer promptly, but no later than 60 40 business days after its commencement, hold the such Exchange Offer open for at least 20 business days Registration Statement has become effective and (B) exchange Exchange 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 debt securities and the related guarantees received by holders other than Restricted Holders in the Exchange Offer 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 Company having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Company having exchanged, pursuant to the Exchange Offer, Exchange 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 business days following the commencement of the Exchange Offer. If any broker-dealer receives Exchange Securities for its own account in the Exchange Offer in exchange for securities that were acquired by such broker-dealer as a result of market-making or other trading activities, and any such broker-dealer so requests, the The Company agrees (x) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is such a broker-dealer and (y) to use commercially reasonable efforts to keep such Exchange Registration Statement effective for a period (the "“Resale Period"”) beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers notify the Company that they no longer own any Registrable Securities. With respect to such Exchange 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 Company agrees to use commercially reasonable efforts to file under the Securities Act Act, as soon as practicable, but no later than 60 days after the Closing, a registration statement relating to an offer to exchange (such registration statement, the "Exchange Registration Statement", ," and such offer, the "Exchange Offer") any and all of the Securities Initial Notes for a like aggregate principal amount at maturity of debt securities issued by the Company and guaranteed by the Subsidiary GuarantorsCompany, which debt securities and guarantees are substantially identical to the Securities and the related Guarantees, respectively Initial Notes (and are entitled to the benefits of a trust indenture which is substantially identical 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 new debt securities hereinafter called "Exchange SecuritiesNotes"). The Company agrees to use commercially reasonable its best efforts to cause the Exchange Registration Statement to become effective under the Securities ActAct as soon as practicable, but no later than 150 days after the Closing. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply in all material respects with all applicable tender offer rules and regulations under the Exchange Act. The Company further agrees to use commercially reasonable its best efforts to commence and complete the Exchange Offer promptly, but no later than 60 45 days after its commencementsuch registration statement has become effective, hold the Exchange Offer open for at least 20 business 30 days and exchange issue Exchange Securities 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 debt securities and related guarantees received by holders other than Restricted Holders in the Exchange Offer 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 Registration Statement applicable to resales by any broker-dealer of Exchange Securities 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 Company having exchanged, pursuant to the Exchange Offer, Exchange 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 business days following the commencement of the Exchange Offer. If any broker-dealer receives Exchange Securities for its own account in the Exchange Offer in exchange for securities that were acquired by such broker-dealer as a result of market-making or other trading activities, and any such broker-dealer so requests, the Company agrees (x) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is such a broker-dealer and (y) to use commercially reasonable efforts to keep such Exchange Registration Statement effective for a period (the "Resale Period") beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers notify the Company that they no longer own any Registrable Securities. With respect to such Exchange 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.been

Registration Under the Securities Act. (a) Except as set forth in Unless the Company and the Guarantors elect to file an Exchange Offer Registration Statement pursuant to Section 2(b) belowhereof, the Company agrees to and the Guarantors shall use commercially their reasonable best efforts to file under cause to be filed, within 45 days after the Securities Act a registration statement relating to an offer to exchange (such registration statement, the "Exchange Registration Statement", and such offer, the "Exchange Offer") any and all consummation of the Exchange (the “Filing Target Date”), a Shelf Registration Statement providing for the sale of all the Registrable Securities for a like aggregate principal amount of debt securities issued by the Holders thereof and to have such Shelf Registration Statement declared effective by the SEC as promptly as practicable thereafter and in any event by the 90th day following such filing date. If the Company and guaranteed by the Subsidiary GuarantorsGuarantors elect to file a Shelf Registration Statement under this Section 2(a) in lieu of an Exchange Offer Registration Statement, which debt securities and guarantees are substantially identical to the Securities Company and the related Guarantees, respectively (Guarantors agree to use their reasonable best efforts to keep the Shelf Registration Statement continuously effective and are entitled to the benefits of a trust indenture which is substantially identical 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 usable for the additional interest contemplated in Section 2(c) below sale of Securities until no Securities covered by such Shelf Registration Statement constitute Registrable Securities (such new debt securities hereinafter called "Exchange Securities"the “Shelf Effectiveness Period”). The Company agrees and the Guarantors further agree to supplement or amend the Shelf Registration Statement and the related Prospectus if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder or if reasonably requested by a Holder of Registrable Securities listed in the Shelf Registration Statement and the related Prospectus with respect to information relating to such Holder, and to use commercially their reasonable best efforts to cause the Exchange any such amendment to become effective, if required, and such Shelf Registration Statement and Prospectus to become effective under the Securities Act. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply in all material respects with all applicable tender offer rules and regulations under the Exchange Actusable as soon as thereafter practicable. The Company further agrees and the Guarantors agree to use commercially reasonable efforts furnish to complete the Exchange Offer no later than 60 days Holders of Registrable Securities listed in the Shelf Registration Statement and the related Prospectus copies of any such supplement or amendment promptly after its commencement, hold being used or filed with the Exchange Offer open for at least 20 business days and exchange Exchange 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 debt securities and related guarantees received by holders other than Restricted Holders in the Exchange Offer 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 Company having exchanged, pursuant to the Exchange Offer, Exchange 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 business days following the commencement of the Exchange Offer. If any broker-dealer receives Exchange Securities for its own account in the Exchange Offer in exchange for securities that were acquired by such broker-dealer as a result of market-making or other trading activities, and any such broker-dealer so requests, the Company agrees (x) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is such a broker-dealer and (y) to use commercially reasonable efforts to keep such Exchange Registration Statement effective for a period (the "Resale Period") beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers notify the Company that they no longer own any Registrable Securities. With respect to such Exchange 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) hereofSEC.

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Company agrees to use commercially reasonable efforts and Fort James agree to file under the Securities Act Act, as soon as practicable, xxx no later than 90 days after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the "Exchange Registration Statement", and such offer, the "Exchange Offer") any and all of the Securities for a like aggregate principal amount of debt securities issued by the Company and guaranteed by the Subsidiary GuarantorsFort James, which debt securities and guarantees are substantially identical idxxxxxal to the Securities and the related Guarantees, respectively (and are entitled to the benefits of a trust indenture which is substantially identical to the 2010 Note Indenture or the 2013 Note Indenture, as applicable, or is the 2010 Note Indenture or the 2013 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 new debt securities hereinafter called "Exchange Securities"). The Company agrees and Fort James agree to use commercially their reasonable best efforts to cause the Exchange Exxxxxxe Registration Statement to become effective under the Securities ActAct 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 in all material respects with all applicable tender offer rules and regulations under the Exchange Act. The Company and Fort James further agrees agree to use commercially their reasonable best efforts to commxxxx and complete the Exchange Offer promptly, but no later than 60 30 business days (or such longer period as may be required by federal securities law) after its commencementthe Effective Time of such Exchange Registration Statement, hold the Exchange Offer open for at least 20 business 30 days and exchange Exchange 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 debt securities Exchange Securities and the related guarantees received by holders Holders other than Restricted Holders in the Exchange Offer 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 Company having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Company having exchanged, pursuant to the Exchange Offer, Exchange 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 business not less than 30 days following the commencement of the Exchange Offer. If any broker-dealer receives Exchange Securities for its own account in the Exchange Offer in exchange for securities that were acquired by such broker-dealer as a result of market-making or other trading activities, The Company and any such broker-dealer so requests, the Company agrees Fort James agree (x) to include in the Exchange Registration Statement a prospectus x xrospectus for use in any resales by any holder Holder of Exchange Securities that is such a brokerBroker-dealer and (y) to use commercially reasonable efforts to keep such Exchange Registration Statement effective for a period (the "Resale Period") beginning when at the Effective Time of such Exchange Securities 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 notify the Company that they no longer own any Registrable Securities. With respect to such Exchange 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 Company agrees to use its commercially reasonable efforts to file under the Securities Act Act, on or prior to, but no later than 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 Securities for a like aggregate principal amount of debt securities issued by the Company and guaranteed by the Subsidiary Guarantors, which debt securities and guarantees are substantially identical to the Securities and the related Guarantees, respectively (and are entitled to the benefits of a trust indenture which is substantially identical 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 as contemplated in Section 2(c) below (such new debt securities hereinafter called "Exchange SecuritiesNotes"). The Company agrees to use its commercially reasonable efforts to cause the Exchange Offer Registration Statement to become effective under the Securities ActAct and to commence the Exchange Offer on or prior to 150 days after the Closing Date. The Company and the Guarantors shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to consummate the Exchange Offer; provided, however, that in no event shall such period be less than 30 business days. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply in all material respects with all applicable tender offer rules and regulations under the Exchange Act. The Company further agrees to use its commercially reasonable efforts to complete the Exchange Offer no later than 60 on or prior to 180 days after its commencement, hold the Exchange Offer open for at least 20 business days Closing Date and exchange Exchange Securities Notes 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 debt securities and related guarantees received by holders other than Restricted Holders in the Exchange Offer 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 Company having exchanged the Exchange Notes for all outstanding Transfer Restricted Securities pursuant to the Exchange Offer and (ii) the Company having exchanged, pursuant to the Exchange Offer, Exchange Securities Notes 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 20 business days following the commencement of the Exchange Offer. If any broker-dealer receives Exchange Securities for its own account in the Exchange Offer in exchange for securities that were acquired by such broker-dealer as a result of market-making or other trading activities, and any such broker-dealer so requests, the The Company agrees (x) to include in the Exchange Offer Registration Statement a prospectus for use in any resales by any holder of Exchange Securities Notes that is such 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 Securities 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-broker- dealers notify the Company that they no longer own any Registrable Transfer Restricted 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) belowTo the extent not prohibited by any applicable law or applicable interpretations of the Staff, the Company agrees to and the Guarantors shall use their commercially reasonable efforts to file under the Securities Act a registration statement relating (x) cause to be filed an Exchange Offer Registration 5 ActiveUS 181591633v.8 Error! Unknown document property name. Statement covering an offer to the Holders to exchange (such registration statement, all the "Exchange Registration Statement", and such offer, the "Exchange Offer") any and all of the Registrable Securities for a like aggregate principal amount of debt securities issued by the Company and guaranteed by the Subsidiary Guarantors, which debt securities and guarantees are substantially identical to the Exchange Securities and (y) have such Registration Statement become and remain effective for a period ending on the related Guarantees, respectively earlier of (i) 120 days from the date on which the Exchange Offer Registration Statement is declared effective and are entitled (ii) the date on which no Broker-Dealer is required to the benefits of deliver a trust indenture which is substantially identical to the Indenture prospectus in connection with market-making or is the Indenture and which has been qualified under the Trust Indenture Act), except that they have been registered other trading activities (as such period may be extended pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest contemplated in Section 2(c3(d) below (such new debt securities hereinafter called "Exchange Securities"hereof). The Company agrees to use commercially reasonable efforts to cause and the Guarantors shall commence the Exchange Offer promptly after the Exchange Offer Registration Statement to become is declared effective under by the Securities Act. The Exchange Offer will be registered under the Securities Act on the appropriate form SEC and will comply in all material respects with all applicable tender offer rules and regulations under the Exchange Act. The Company further agrees to use their commercially reasonable efforts to complete the Exchange Offer no later than 60 days after its commencement, hold Offer. The Company and the Guarantors shall commence the Exchange Offer open by mailing the related Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law, substantially the following: (i) that the Exchange Offer is being made pursuant to this Agreement and that all Registrable Securities validly tendered and not properly withdrawn will be accepted for exchange; (ii) the dates of acceptance for exchange (which shall be a period of at least 20 business days Business Days from the date such notice is mailed) (the “Exchange Dates”); (iii) that any Registrable Security not tendered will remain outstanding and exchange Exchange Securities for all continue to accrue interest but will not retain any rights under this Agreement (including with respect to increases in annual interest rate), except as otherwise specified herein; (iv) that any Holder electing to have a Registrable Securities that have been properly tendered and not withdrawn on or prior Security exchanged pursuant to the expiration of the Exchange Offer. The Exchange Offer will be deemed required to (A) surrender such Registrable Security, together with the appropriate letters of transmittal, to the institution and at the address and in the manner specified in the notice, or (B) effect such exchange otherwise in compliance with the applicable procedures of the depositary for such Registrable Security, in each case prior to the close of business on the last Exchange Date; and (v) that any Holder will be entitled to withdraw its election, not later than the close of business on the last Exchange Date, by (A) sending to the institution and at the address specified in the notice, a facsimile transmission or letter setting forth the name of such Holder, the principal amount of Registrable Securities delivered for exchange and a statement that such Holder is withdrawing its election to have been "completed" only if such Securities exchanged or (B) effecting such withdrawal in compliance with the debt securities and related guarantees received by holders other than Restricted Holders in the Exchange Offer 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 applicable procedures of the States of depositary for the United States of AmericaRegistrable Securities. The Exchange Offer shall be deemed As a condition to have been completed upon the Company having exchanged, pursuant to participating in the Exchange Offer, a Holder will be required to represent to the Company and the Guarantors that (1) any Exchange Securities for all Registrable to be received by it will be acquired in the ordinary course of its business, (2) it is not engaged in, does not intend to engage in, and has no arrangement or understanding with any Person to participate in the distribution (within the meaning of the Securities that have been properly tendered and not withdrawn before the expiration Act) of the Exchange Offer, which shall be on a date that is at least 20 business days following the commencement Securities in violation of the Exchange Offerprovisions of the Securities Act, (3) it is not an “affiliate” (within the meaning of Rule 405 6 ActiveUS 181591633v.8 Error! Unknown document property name. If under the Securities Act) of the Company or any broker-Guarantors and (4) if such Holder is a broker- dealer receives that will receive Exchange Securities for its own account in the Exchange Offer in exchange for securities Registrable Securities that were acquired by such broker-dealer as a result of market-making or other trading activities, and then such Holder will deliver a Prospectus (or, to the extent permitted by law, make available a Prospectus to purchasers) in connection with any resale of such broker-dealer so requestsExchange Securities. As soon as practicable after the last Exchange Date, the Company agrees and the Guarantors shall: (xI) accept for exchange Registrable Securities or portions thereof validly tendered and not properly withdrawn pursuant to include in the Exchange Registration Statement a prospectus Offer; and (II) deliver, or cause to be delivered, to the Trustee for use in any resales cancellation all Registrable Securities or portions thereof so accepted for exchange by any holder of the Company and issue, and cause the Trustee to promptly authenticate and deliver to each Holder, Exchange Securities that is equal in principal amount to the principal amount of the Registrable Securities tendered by such a broker-dealer Holder. The Company and (y) to the Guarantors shall use their commercially reasonable efforts to keep such complete the Exchange Offer as provided above and shall comply with the applicable requirements of the Securities Act, the Exchange Act and other applicable laws and regulations in connection with the Exchange Offer. The Exchange Offer shall not be subject to any conditions, other than that the Exchange Offer does not violate any applicable law or applicable interpretations of the Staff. In the event that (i) the Company and the Guarantors determine that the Exchange Offer Registration Statement effective provided for in Section 2(a) hereof is not available or the Exchange Offer may not be completed because it would violate any applicable law or applicable interpretations of the Staff, (ii) the Exchange Offer is not for any other reason completed by the Target Registration Date or (iii) upon receipt of a period written request (the "Resale Period"a “Shelf Request”) beginning when Exchange from any Holder representing that it holds Registrable Securities that are first issued or were ineligible to be exchanged 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 notify Offer, the Company and the Guarantors shall use their commercially reasonable efforts to cause to be filed as soon as practicable after such determination, date or Shelf Request, as the case may be, a Shelf Registration Statement providing for the sale of all the Registrable Securities by the Holders thereof and to have such Shelf Registration Statement become effective; provided that they no longer own Holder will be entitled to have any Registrable Securities. With respect to such Exchange Securities included in any Shelf Registration Statement, or entitled to use the prospectus forming a part of such holders Shelf Registration Statement, until such Holder shall have delivered a completed and signed Notice and Questionnaire and provided such other information regarding such Holder to the benefit Company as is contemplated by Section 3(b) hereof. Each Holder as to which any Shelf Registration Statement is being effected agrees to furnish promptly to the Company and the Guarantors all information required to be disclosed in order to make the information previously furnished to the Company and the Guarantors by such Holder not materially misleading. In the event that the Company and the Guarantors are required to file a Shelf Registration Statement pursuant to clause (iii) of the rights of indemnification preceding sentence, the Company and contribution set forth in Sections 6(a), (c), (d) the Guarantors shall use their commercially reasonable efforts to file and (e) hereofhave become effective both an 7 ActiveUS 181591633v.8 Error! Unknown document property name.

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Company agrees to use commercially reasonable efforts to file under the Securities Act Act, as soon as practicable, but no later than 90 days after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the "Exchange Registration Statement", and such offer, the "Exchange Offer") any and all of the Securities for a like aggregate principal amount of debt securities issued by the Company and guaranteed by the Subsidiary Guarantors, which debt securities and guarantees are substantially identical to the Securities and the related Subsidiary Guarantees, respectively (and are entitled to the benefits of a trust indenture which is substantially identical 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 new debt securities hereinafter called "Exchange Securities"). The Company agrees and the Subsidiary Guarantors agree to use commercially their reasonable best efforts to cause the Exchange Registration Statement to become effective under the Securities ActAct 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 in all material respects with all applicable tender offer rules and regulations under the Exchange Act. The Company and the Subsidiary Guarantors further agrees agree to use commercially their reasonable best efforts to (i) commence and complete the Exchange Offer no later than 60 days on or prior to 30 business days, or longer, if required by the federal securities laws, after its commencementsuch registration statement has become effective, (ii) hold the Exchange Offer open for at least 20 business 30 days and (iii) exchange Exchange 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 debt securities and related guarantees received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under 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 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 Company having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Company having exchanged, pursuant to the Exchange Offer, Exchange 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 business 30 days following the commencement of the Exchange Offer. If any broker-dealer receives Exchange Securities for its own account in the Exchange Offer in exchange for securities that were acquired by such broker-dealer as a result of market-making or other trading activities, and any such broker-dealer so requests, the The Company agrees (x) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is such a broker-dealer (where such Exchange Security was received by a broker-dealer in an Exchange Offer in exchange for a Registrable Security that was acquired by such broker-dealer for its own account as a result of market-making or other trading activities, so long as such Registrable Security was not acquired directly from the Company or an affiliate of the Company) and (y) to use commercially reasonable efforts to keep such Exchange Registration Statement effective for a period (the "Resale Period") beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers notify the Company that they no longer own any Registrable Securities. With respect to such Exchange 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) belowTo the extent not prohibited by any applicable law or applicable interpretations of the Staff, the Company agrees to and the Guarantors shall use commercially their reasonable best efforts to file under (i) cause to be filed on or prior to the Securities Act a registration statement relating six (6) month anniversary of the first Closing Date (as defined in the Purchase Agreement) and cause to be declared effective by the SEC as soon as practicable and not later than the nine (9) month anniversary of the first Closing Date an Exchange Offer Registration Statement covering an offer to the Holders to exchange (such registration statementall the Registrable Securities for Exchange Securities; provided, however, that in the "Exchange Registration Statement", and such offer, the "Exchange Offer") any and event that not all of the Securities for a like $100,000,000 aggregate principal amount of debt securities Securities were issued pursuant to the terms of the Purchase Agreement prior to the date the Exchange Offer Registration Statement becomes effective (it being understood and agreed that in the event of the issuance of additional Securities following the filing of such Exchange Offer Registration Statement and before the effectiveness of such Exchange Offer Registration Statement, the Company and the Guarantors shall amend such Exchange offer Registration Statement to cover such additional Securities), the Company and the Guarantors shall, to the extent permitted, amend the initial Exchange Offer Registration Statement to cover such additional issuance(s) of Registrable Securities by filing a post-effective amendment to the initial Exchange Offer Registration Statement to cover any such additional Securities (and if not so permitted, to file an additional Exchange Offer Registration Statement to cover the Registrable Securities issued but not covered by the initial Exchange Offer Registration Statement filed by the Company and guaranteed by the Subsidiary Guarantors, which debt securities and guarantees are substantially identical to the Securities and the related Guarantees, respectively (and are entitled to the benefits of a trust indenture which is substantially identical 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 new debt securities hereinafter called "Exchange Securities"). The Company agrees and the Guarantors shall use reasonable best efforts (i) to use commercially reasonable efforts file such post-effective amendment or additional Exchange Offer Registration Statement as soon as practicable, and in the case of such a post-effective amendment, not later than fifteen (15) days after the issuance of the applicable additional Securities, and, in the case of an additional Exchange Offer Registration Statement, not later than the fifteen (15) day anniversary of the date of the final issuance of Securities under the Purchase Agreement and (ii) to cause to be declared effective by the SEC as soon as practicable, and in the case of such a post-effective amendment, not later than forty-five (45) days after the issuance of the applicable additional Securities, and, in the case of an additional Exchange Offer Registration Statement to become effective Statement, not later than the forty-five (45) day anniversary of the date of the final issuance of Securities under the Securities Act. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply in all material respects with all applicable tender offer rules and regulations under the Exchange ActPurchase Agreement. The Company further agrees to and the Guarantors shall commence each applicable Exchange Offer promptly after the applicable post-effective amendment or Exchange Offer Registration Statement is declared effective by the SEC and use commercially their reasonable best efforts to complete the such Exchange Offer no not later than 60 days after its commencement, hold such effective date. The Company and the Guarantors shall commence each applicable Exchange Offer open for at least 20 business days by mailing the related Prospectus, appropriate letters of transmittal and exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior other accompanying documents to the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been "completed" only if the debt securities and related guarantees received by holders other than Restricted Holders each applicable Holder stating, in the Exchange Offer 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 Company having exchanged, pursuant to the Exchange Offer, Exchange 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 business days following the commencement of the Exchange Offer. If any broker-dealer receives Exchange Securities for its own account in the Exchange Offer in exchange for securities that were acquired by such broker-dealer as a result of market-making or other trading activities, and any such broker-dealer so requests, the Company agrees (x) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is such a broker-dealer and (y) to use commercially reasonable efforts to keep such Exchange Registration Statement effective for a period (the "Resale Period") beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers notify the Company that they no longer own any Registrable Securities. With respect addition to such Exchange Registration Statementother disclosures as are required by applicable law, such holders shall have substantially the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (c), (d) and (e) hereof.following:

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Company agrees to use commercially reasonable efforts to file under the Securities Act 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 Securities for a like aggregate principal amount of debt securities issued by the Company and guaranteed by the Subsidiary GuarantorsCompany, which debt securities and guarantees are substantially identical to the Transfer Restricted Securities and the related Guarantees, respectively (and are entitled to the benefits of a trust indenture which is substantially identical 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 new debt securities hereinafter called "Exchange SecuritiesNotes"). The Exchange Notes 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 commercially its reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities ActAct on or prior to 180 days after the Closing Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply in all material respects with all applicable tender offer rules and regulations under the Exchange Act. The Company further agrees to use commercially its reasonable best efforts to commence and complete the Exchange Offer no later than 60 days after its commencementOffer, hold the Exchange Offer open for at least 20 on or prior to 45 business days (or longer to the extent required by United States federal securities laws) after such registration statement has become effective and exchange Exchange Securities Notes 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 debt securities and related guarantees received by holders other than Restricted Holders in the Exchange Offer 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 Company having exchanged the Exchange Notes for all outstanding Transfer Restricted Securities pursuant to the Exchange Offer and (ii) the Company having exchanged, pursuant to the Exchange Offer, Exchange Securities Notes 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 20 business days following the commencement of the Exchange Offer. If any broker-dealer receives Exchange Securities for its own account in the Exchange Offer in exchange for securities that were acquired by such broker-dealer as a result of market-making or other trading activities, and any such broker-dealer so requests, the The Company agrees (x) to include in the Exchange Offer Registration Statement a prospectus for use in any resales by any holder of Exchange Securities Notes that is such a broker-dealer dealer, which has acquired such Transfer Restricted Securities for its own account as a result of market-making activities or other trading activities and (y) to use commercially reasonable efforts not directly from the Company, and to keep such Exchange Offer Registration Statement effective for a period (the "Resale Period") beginning when Exchange Securities 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 the Company reasonably believes that such broker-dealers notify the Company that they 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) belowTo the extent not prohibited by any applicable law or applicable interpretations of the Staff, the Company agrees to and the Guarantors shall use commercially reasonable efforts to file under the Securities Act a registration statement relating (x) cause to be filed an Exchange Offer Registration Statement covering an offer to the Holders to exchange (such registration statement, all the "Exchange Registration Statement", and such offer, the "Exchange Offer") any and all of the Registrable Securities for a like aggregate principal amount of debt securities issued Exchange Securities and (y) have such Registration Statement become and remain effective until 180 days after the last Exchange Date for use by one or more Participating Broker-Dealers. Unless not permitted by applicable law or SEC policy, the Company and guaranteed the Guarantors shall commence the Exchange Offer promptly after the Exchange Offer Registration Statement is declared effective by the Subsidiary Guarantors, which debt securities SEC and guarantees are substantially identical to the Securities and the related Guarantees, respectively (and are entitled to the benefits of a trust indenture which is substantially identical 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 new debt securities hereinafter called "Exchange Securities"). The Company agrees to use commercially reasonable efforts to cause the Exchange Registration Statement to become effective under the Securities Act. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply in all material respects with all applicable tender offer rules and regulations under the Exchange Act. The Company further agrees to use commercially reasonable efforts to complete the Exchange Offer no not later than 60 days after its commencement, hold such effective date. The Company plans to issue the Exchange Offer open for at least 20 business days and exchange Exchange 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 debt securities and related guarantees received by holders other than Restricted Holders as “Additional Securities” (as such term is defined in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction Existing Indenture) 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 AmericaExisting Indenture. The Exchange Offer shall be deemed to have been completed upon the Company having exchanged, pursuant to In connection with the Exchange Offer, the Company intends to seek, but will not be required to seek, an exit consent (the “exit consent”) from the Holders to eliminate substantially all of the restrictive covenants, certain events of default and certain other provisions contained in the Indenture. If the exit consent is sought, the Holders will be required to give such a consent in order to exchange Registrable Securities for Exchange 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 business days following the commencement of in the Exchange Offer. If for any broker-dealer receives reason (regulatory or otherwise) the Company decides that it is not practical or that it is inadvisable to issue the Exchange Securities for its own account in under the Existing Indenture, then the Exchange Securities will be issued under the Indenture. After the Exchange Offer in exchange for securities that were acquired by such broker-dealer as a result of market-making or other trading activities, and any such broker-dealer so requestsRegistration Statement has become effective, the Company agrees (x) to include in and the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is such a broker-dealer and (y) to use commercially reasonable efforts to keep such Exchange Registration Statement effective for a period (the "Resale Period") beginning when Exchange Securities are first issued in Guarantors shall commence the Exchange Offer by mailing the related Prospectus, appropriate letters of transmittal 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 notify the Company that they no longer own any Registrable Securities. With respect other accompanying documents to each Holder stating, in addition to such Exchange Registration Statementother disclosures as are required by applicable law, such holders shall have substantially the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (c), (d) and (e) hereof.following:

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Company agrees to use commercially reasonable efforts to file under the Securities Act a registration statement relating to an offer to exchange (such registration statement, the "Exchange Registration Statement", and such offer, the "Exchange Offer") any and all of the Securities for a like aggregate principal amount of debt securities issued by the Company and guaranteed by the Subsidiary Guarantors, which debt securities and guarantees are substantially identical to the Securities and the related Guarantees, respectively (and are entitled to the benefits of a trust indenture which is substantially identical 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 new debt securities hereinafter called "Exchange Securities"). The Company agrees to use commercially reasonable efforts to cause the Exchange Registration Statement to become effective under the Securities Act. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply in all material respects with all applicable tender offer rules and regulations under the Exchange Act. The Company further agrees to use commercially reasonable efforts to complete the Exchange Offer no later than 60 days after its commencement, hold the Exchange Offer open for at least 20 business days and exchange Exchange 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 debt securities and related guarantees received by holders other than Restricted Holders in the Exchange Offer 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 Company having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Company having exchanged, pursuant to the Exchange Offer, Exchange 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 business days following the commencement of the Exchange Offer. If any broker-dealer receives Exchange Securities for its own account in the Exchange Offer in exchange for securities that were acquired by such broker-dealer as a result of market-making or other trading activities, and any such broker-dealer so requests, the The Company agrees (x) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is such a broker-dealer and (y) to use commercially reasonable efforts to keep such Exchange Registration Statement effective for a period (the "Resale Period") beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers notify the Company that they no longer own any Registrable Securities. With respect to such Exchange 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 Company agrees and the Guarantors agree to use commercially reasonable their best efforts to file under the Securities Act a registration statement as soon as practicable after the Closing Date, but in no event later than 67 days after such date, an Exchange Offer Registration Statement relating to an offer by the Company and the Guarantors to exchange (such registration statement, the "Exchange Registration Statement", and such offer, the "Exchange Offer") (i) any and all of the Securities Notes for a like aggregate principal amount of debt securities notes issued by the Company Company, which notes are identical in all material respects to the Notes (the "Exchange Notes"), except that the Exchange Notes have been registered pursuant to an effective registration statement under the Securities Act, do not contain restrictions on transfers (except as they may be held by Restricted Holders) and guaranteed provide for the additional interest contemplated in Section 2(d) below for any periods before such exchange and (ii) any and all of the Guarantees for like guarantees by the Subsidiary Guarantors, which debt securities and guarantees are substantially identical to the Securities Guarantees (the "Exchange Guarantees," and together with the related GuaranteesExchange Notes, respectively (and are entitled to the benefits of a trust indenture which is substantially identical to the Indenture or is the Indenture and which has been qualified under the Trust Indenture Act), "Exchange Securities") 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 new debt securities hereinafter called "Exchange Securities")restrictions on transfers. The Company agrees and the Guarantors agree to use commercially reasonable their best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities ActAct as soon as practicable after the filing of the Exchange Offer Registration Statement but in no event later than 127 days after the Closing Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply in all material respects with all applicable tender offer and other rules and regulations under the Exchange Act. The Company and the Guarantors further agrees agree to use commercially reasonable their best efforts to complete commence and consummate the Exchange Offer no later than 60 days promptly after its commencementthe Exchange Offer Registration Statement has become effective, hold the Exchange Offer open for at least not less than 20 business days Business Days (or longer, if required by applicable law) after the date notice of the Exchange Offer has been mailed to Holders and exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange OfferOffer and to consummate such Exchange Offer within 210 days after November 8, 2002. The Exchange Offer will be deemed to have been "completed" completed only if the debt securities and related guarantees Exchange Securities received by holders Holders other than Restricted Holders in the Exchange Offer 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 Company and the Guarantors having exchanged, pursuant to the Exchange Offer, the Exchange Securities for all Registrable Securities that have been outstanding Securities, pursuant to the Exchange Offer, 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 20 business days Business Days (or longer, if required by applicable law) following the commencement of the Exchange Offer. If any broker-dealer receives Exchange Securities for its own account in The Company and the Guarantors shall commence the Exchange Offer by mailing the related exchange offer Prospectus and accompanying documents to each Holder stating, in exchange for securities that were acquired by such broker-dealer as a result of market-making or other trading activities, and any such broker-dealer so requests, the Company agrees (x) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is such a broker-dealer and (y) to use commercially reasonable efforts to keep such Exchange Registration Statement effective for a period (the "Resale Period") beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers notify the Company that they no longer own any Registrable Securities. With respect addition to such Exchange 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.other disclosures as are required by applicable law:

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Company agrees to use commercially its reasonable best efforts to file under the Securities Act Act, as soon as practicable, but no later than 90 days after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the "Exchange Registration Statement", and such offer, the "Exchange Offer") any and all of the Securities for a like aggregate principal amount of debt securities issued by the Company and guaranteed by the Subsidiary Guarantors, which debt securities and guarantees Guarantees are substantially identical to the Securities and the related Guarantees, respectively (and are entitled to the benefits of a trust indenture which is substantially identical 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 Additional Interest contemplated in Section 2(c) below (such new debt securities hereinafter called "Exchange Securities"). The Company agrees to use commercially its reasonable best efforts to cause the Exchange Registration Statement to become effective under the Securities ActAct 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 in all material respects with all applicable tender offer rules and regulations under the Exchange Act. The Company further agrees to use commercially its reasonable best efforts to complete commence the Exchange Offer promptly, but no later than 60 5 days after its commencementsuch registration statement has become effective, hold the Exchange Offer open for at least 20 business 30 days and exchange Exchange 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 debt securities and related guarantees Guarantees received by holders other than Restricted Holders in the Exchange Offer 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 Company having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Company having exchanged, pursuant to the Exchange Offer, Exchange 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 business 30 days following the commencement of the Exchange Offer. If any broker-dealer receives Exchange Securities for its own account in the Exchange Offer in exchange for securities that were acquired by such broker-dealer as a result of market-making or other trading activities, and any such broker-dealer so requests, the The Company agrees (x) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is such a broker-dealer and (y) to use commercially reasonable efforts to keep such Exchange Registration Statement effective for a period (the "Resale Period") beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers notify the Company that they no longer own any Registrable Securities. With respect to such Exchange 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 participating in the Registered Exchange Offer shall be required to represent to the Company that at the time of the consummation of the Registered Exchange Offer (i) any Exchange Securities received by such holder will be acquired in the ordinary course of business, (ii) such holder will have 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 or if it is an affiliate, such holder will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable, (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 and (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 be required to acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities.

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Company agrees to use commercially reasonable efforts and the Guarantor, jointly and severally, agree to file under the Securities Act Act, as soon as practicable, a registration statement relating to an offer to exchange (such registration statement, the "“Exchange Registration Statement"”, and such offer, the "“Subsequent Exchange Offer"”) any and all of the Securities for a like aggregate principal amount of debt securities issued by the Company and guaranteed by the Subsidiary GuarantorsGuarantor, which debt securities and guarantees guarantee are substantially identical to the Securities and the related GuaranteesGuarantee, respectively (and are entitled to the benefits of a trust indenture which is substantially identical 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 new debt securities hereinafter called "“Exchange Securities"”). The Company agrees and the Guarantor, jointly and severally, agree to use their commercially reasonable efforts to cause the Exchange Registration Statement to become be declared effective under the Securities Act. The Exchange Offer will be registered under Act within 245 days following the Securities Act on the appropriate form and will comply in all material respects with all applicable tender offer rules and regulations under the Exchange ActClosing Date. The Company further agrees and the Guarantor, jointly and severally, agree to use their commercially reasonable efforts to complete cause the Registrable Securities to be freely tradeable (the “Transferability Condition”) under Rule 144 by Holders of the Registrable Securities who are not Affiliates of the Company or the Guarantor from the 180th day after the Closing Date until the first anniversary of the Closing Date (the “144 Period”). The Subsequent Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Company having exchanged the Exchange Offer no later than 60 days after its commencement, hold Securities for all outstanding Registrable Securities pursuant to the Subsequent Exchange Offer open for at least 20 business days and exchange (ii) the Company having exchanged, pursuant to the Subsequent Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to before the expiration of the Subsequent Exchange Offer, which shall be on a date that is at least 30 days following the commencement of the Subsequent Exchange Offer. The Subsequent Exchange Offer will shall be deemed to have been "“completed" ” only if the debt securities and related guarantees guarantee received by holders other than Restricted Holders in the Subsequent Exchange Offer 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 Company and the Company having exchangedGuarantor, pursuant to the Exchange Offerjointly and severally, Exchange 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 business days following the commencement of the Exchange Offer. If any broker-dealer receives Exchange Securities for its own account in the Exchange Offer in exchange for securities that were acquired by such broker-dealer as a result of market-making or other trading activities, and any such broker-dealer so requests, the Company agrees agree (x) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is such a broker-dealer and (y) to use commercially reasonable efforts to keep such Exchange Registration Statement effective for a period (the "“Resale Period"”) beginning when Exchange Securities are first issued in the Subsequent Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Subsequent Exchange Offer has been completed or such time as such broker-dealers notify the Company that they no longer own any Registrable Securities. With respect to such Exchange 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 Company agrees to use commercially reasonable efforts and the Guarantors agree to file under the Securities Act no later than 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 Securities for a like aggregate principal amount of debt securities issued by the Company and guaranteed by the Subsidiary Guarantors, which debt securities and guarantees are substantially identical to the Securities and the related Guarantees, respectively (and are entitled to the benefits of a trust indenture which is substantially identical 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 new debt securities hereinafter called "“Exchange Securities"”). The Company agrees and the Guarantors agree to use all commercially reasonable efforts to cause the Exchange Offer Registration Statement to become effective under the Securities ActAct 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 in all material respects with all applicable tender offer rules and regulations under the Exchange Act. The Company and the Guarantors further agrees agree to use all commercially reasonable efforts to complete consummate the Exchange Offer no later than 60 days on or prior to 30 business days, or longer, if required by the federal securities laws, after its commencementsuch registration statement has become effective, hold the Exchange Offer open for at least 20 business days and exchange Exchange 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 debt securities and related guarantees received by holders other than Restricted Holders in the Exchange Offer 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 Company having exchanged, pursuant to the Exchange Offer, Exchange 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 business days following the commencement of the Exchange Offer. If any broker-dealer receives Exchange Securities for its own account in the Exchange Offer in exchange for securities that were acquired by such broker-dealer as a result of market-making or other trading activities, and any such broker-dealer so requests, the The Company agrees (x) to include in the Exchange Offer Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is such 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 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 notify the Company that they 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 Company agrees to use commercially reasonable efforts Issuers agree to file under the Securities Act on or prior to 90 days after the Closing Date, a registration statement on Form F-4/F-9 (which shall include a Canadian Prospectus in the form of a base shelf prospectus contemplated by National Instrument 44-102 - Shelf Distributions (“National Instrument 44-102”) or a short form prospectus or other appropriate form, prepared and filed with the OSC) or other appropriate form of registration statement relating to an offer to exchange (such registration statement, the "“Exchange Registration Statement"”, and such offer, the "“Exchange Offer"”) any and all of the Securities for a like aggregate principal amount of debt securities issued by the Company BPDAF, and guaranteed by the Subsidiary GuarantorsCompany, which debt securities and guarantees guarantee are substantially identical to the Securities Notes and the related Guarantees, respectively Guarantee (and are entitled to the benefits of a trust indenture which is substantially identical 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 new debt securities securities, together with the guarantee, hereinafter called "“Exchange Securities"”). The Company agrees Exchange Securities will be issued as evidence of the same continuing indebtedness of the Issuers and will not constitute the creation of new indebtedness. The Issuers agree to use their respective commercially reasonable efforts to cause the Exchange Registration Statement to become effective under the Securities ActAct on or prior to 270 days after the Closing Date. The Notwithstanding the foregoing, if the Issuers are not then eligible to file the Exchange Offer will be registered Registration Statement or the filing of an Exchange Registration Statement is prohibited by any applicable law or applicable interpretation of the staff of the Commission or the OSC, the Issuers shall then, to the extent not prohibited by applicable law or applicable interpretation of the staff of the Commission or the OSC, prepare and file an Exchange Registration Statement on Form F-4 or another appropriate form permitting registration of the Transfer Restricted Securities under the Securities Act on and in accordance with the appropriate form methods of distribution elected by the holders and will comply set forth in all material respects with all applicable tender offer rules and regulations under the Exchange ActRegistration Statement. The Company Issuers further agrees agree to use commercially reasonable their best efforts to commence and complete the Exchange Offer no later than on or prior to 60 business days after its commencementsuch registration statement has become effective, hold the Exchange Offer open for at least not less than 20 business days and exchange 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 debt securities and related guarantees Exchange Securities received by holders other than Restricted Holders in the Exchange Offer 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 Company earlier to occur of (i) the Issuers having exchanged the Exchange Securities for all outstanding Transfer Restricted Securities pursuant to the Exchange Offer and (ii) the Issuers having exchanged, pursuant to the Exchange Offer, Exchange 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 not less than 20 business days following the commencement of the Exchange Offer. If any broker-dealer receives Exchange Securities for its own account in the Exchange Offer in exchange for securities that were acquired by such broker-dealer as a result of market-making or other trading activities, and any such broker-dealer so requests, the Company agrees The Issuers agree (x) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is such 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 use commercially reasonable efforts to keep such Exchange Registration Statement effective for a period (the "“Resale Period"”) beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers notify the Company that they no longer own any Registrable Transfer Restricted Securities, other than Transfer Restricted Securities acquired from the Company. With respect to such Exchange 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 Company agrees to use commercially reasonable efforts and the Guarantors agree to file under the Securities Act Act, a registration statement relating to an offer to exchange (such registration statement, the "“Exchange Registration Statement"”, and such offer, the "“Exchange Offer"”) any and all of the Securities for a like aggregate principal amount of debt securities issued by the Company and guaranteed by the Subsidiary Guarantors, which debt securities and guarantees guarantee are substantially identical to the Securities and the related GuaranteesGuarantee, respectively (and are entitled to the benefits of a trust indenture which is substantially identical 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 specified transfer restrictions and provisions for the additional interest Special Interest contemplated in Section 2(c2(d) below (such new debt securities hereinafter called "“Exchange Securities"”). The Company agrees and the Guarantors agree to use commercially reasonable best efforts to cause the Exchange Registration Statement to become effective under the Securities ActAct no later than 365 days after the Closing Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply in all material respects 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 Commission policy, the Company further agrees to use all commercially reasonable efforts to complete (i) commence the Exchange Offer promptly (but no later than 60 days after its commencement10 Business Days) following the Effective Time of such Exchange Registration Statement, (ii) hold the Exchange Offer open for at least 20 business days Business Days in accordance with Regulation 14E promulgated by the Commission under the Exchange Act and (iii) exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Ex- change Offer. The Exchange Offer will be deemed to have been "“completed" ” only (i) if the debt securities and related guarantees Exchange Securities received by holders other than Restricted Holders in the Exchange Offer 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 America and (ii) upon the Company having exchanged, pursuant to the Exchange Offer, Exchange 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 business not more than 45 days following the commencement of date the Exchange OfferRegistration Statement is declared effective. If any broker-dealer receives Exchange Securities for its own account in The Company and the Exchange Offer in exchange for securities that were acquired by such broker-dealer as a result of market-making or other trading activities, and any such broker-dealer so requests, the Company agrees Guarantors agree (x) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is such a broker-dealer and (y) to use commercially reasonable efforts to keep such Exchange Registration Statement effective for a period (the "“Resale Period"”) beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers notify the Company that they no longer own any Registrable Securities. With respect to such Exchange 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 Company agrees to use commercially reasonable efforts to file under the Securities Act Act, as soon as practicable, but no later than 180 days after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the "Exchange Registration Statement", and such offer, the "Exchange Offer") any and all of the Registrable Securities for a like Accreted Value and aggregate principal amount at maturity of debt securities issued by the Company and guaranteed by the Subsidiary GuarantorsCompany, which debt securities will have terms identical in all respects and guarantees are substantially identical to will evidence the same indebtedness of the Company as the Securities and the related Guarantees, respectively (and are entitled to the benefits of a trust indenture which is substantially identical to the Indenture or is the Indenture and which has been qualified under the Trust Indenture Act) (other than such changes to the Indenture or any such trust indenture as are necessary to comply with any requirements of the Commission to effect or maintain the qualification thereof under the Trust Indenture Act or which eliminate the transfer restrictions on the Securities or provisions for the payment of additional interest contemplated in Section 2(c) below), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain a restrictive legend or provisions for the additional interest contemplated in Section 2(c) below (such new debt securities hereinafter called "Exchange Securities"). The Company agrees to use its commercially reasonable efforts to cause the Exchange Registration Statement to become effective under the Securities ActAct as soon as practicable, but no later than 240 days after the Closing Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply in all material respects with all applicable tender offer rules and regulations under the Exchange Act. The Company further agrees to use commercially reasonable efforts to (A) complete the Exchange Offer promptly, but no later than 60 30 days after its commencementsuch Exchange Registration Statement has become effective, or such later date as is required by the Securities Act, (B) hold the Exchange Offer open for at least 20 business days Business Days (as defined in the Indenture) and (C) exchange Exchange 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 debt securities and related guarantees received by holders other than Restricted Holders in the Exchange Offer 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 Subject to the preceding sentence, the Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Company having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Company having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer. Each holder who participates in the Exchange Offer will be required to represent (i) that any Exchange Securities received by it will be acquired in the ordinary course of its business, which shall be on a date (ii) that is at least 20 business days following the commencement time of the consummation of the Exchange Offer. If , such holder will have no arrangement or understanding with any broker-dealer receives Exchange Securities for its own account Person to participate in the distribution of the Exchange Offer in exchange for securities Securities, (iii) that were acquired by such broker-dealer as a result holder is not an affiliate of market-making or other trading activitiesthe Company within the meaning of the Securities Act, and (iv) any such brokeradditional representations that in the written opinion of counsel to the Company are necessary under then-dealer so requests, existing rules or regulations (or interpretations thereof) of the Commission in order for the Exchange Registration Statement to be declared effective. The Company agrees (x) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is such a broker-dealer and (y) to use its commercially reasonable efforts to keep such Exchange Registration Statement effective for a period (the "Resale Period") beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers notify the Company that they are no longer own any Registrable required to comply with the prospectus delivery requirements in connection with offers and sales of the Exchange Securities. With respect to such Exchange 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.