Common use of Exchange Offer Registration Clause in Contracts

Exchange Offer Registration. To the extent not prohibited by any applicable law or applicable interpretation of the staff of the SEC, the Issuers shall (A) file an Exchange Offer Registration Statement with the SEC within 60 days after the Original Issue Date covering the offer by the Issuers to the Holders to issue Exchange Notes in exchange for all of their Transfer Restricted Notes, (B) use all reasonable efforts to cause such Exchange Offer Registration Statement to be declared effective under the 1933 Act within 180 days after the Original Issue Date, (C) commence the Exchange Offer promptly after the Exchange Offer Registration Statement is declared effective by the SEC and keep the Exchange Offer open for acceptance for the Exchange Period, (D) use all reasonable efforts to issue, promptly after the end of the Exchange Period, Exchange Notes in exchange for all Notes that have been properly tendered for exchange during the Exchange Period, (E) use all reasonable efforts to consummate the Exchange Offer within 210 days after the Original Issue Date and (F) use all reasonable efforts to maintain the effectiveness of the Exchange Offer Registration Statement during the Exchange Period and thereafter until the later of (i) such time as the Company has issued Exchange Notes in exchange for all Notes that have been properly tendered for exchange during the Exchange Period and (ii) the time period set forth in Section 3(f)(c). Upon the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder (other than Participating Broker-Dealers) eligible and electing to exchange Transfer Restricted Notes for Exchange Notes (assuming that such Holder is not an affiliate of the Company within the meaning of Rule 405 under the 1933 Act, acquires the Exchange Notes in the ordinary course of such Holder's business and has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of distributing the Exchange Notes) to trade such Exchange Notes from and after their receipt without any limitations or restrictions under the 1933 Act and without material restrictions under the securities laws of a substantial proportion of the several states of the United States. For the purposes of this Agreement, the Exchange Offer will be deemed consummated if the Company makes the Exchange Offer, the Exchange Offer remains open for a period (the "Exchange Period") of 20 business days after the date notice thereof is mailed to the Holders (or such longer period as may be required by law), and the Company issues Exchange Notes in respect of all Notes that are properly tendered during the Exchange Period. In connection with the Exchange Offer, the Company shall:

Exchange Offer Registration. To the extent not prohibited by any applicable law or applicable interpretation of the staff Staff of the SEC, the Issuers Issuer shall (A) file an Exchange Offer Registration Statement with the SEC within 60 days after the Original Issue Date covering the offer by the Issuers Issuer to the Holders to issue Exchange Notes in exchange for all of their Transfer Restricted NotesRegistrable Notes for Exchange Notes within 100 calendar days after the date hereof, (B) use all reasonable its best efforts to cause such Exchange Offer Registration Statement to be declared effective under by the 1933 Act SEC within 180 200 calendar days after the Original Issue Datedate hereof, (C) commence the Exchange Offer promptly after the use its best efforts to cause such Exchange Offer Registration Statement is declared to remain effective by until the SEC and keep closing of the Exchange Offer open for acceptance for or, in accordance with the procedures set forth in Section 3(f), to the extent any Participating Broker-Dealer participates in the Exchange PeriodOffer, (D) use all reasonable efforts to issue, promptly after the end of the Exchange Period, Exchange Notes in exchange for all Notes that have been properly tendered for exchange during the Exchange Period, (E) use all reasonable efforts to consummate the Exchange Offer within 210 days after the Original Issue Date and (F) use all reasonable its best efforts to maintain the effectiveness of the Exchange Offer Registration Statement during for a period ending on the Exchange Period and thereafter until the later earlier to occur of (i) such time as the Company has issued date when all Exchange Notes in exchange for all Notes that held by Participating Broker-Dealers have been properly tendered for exchange during the Exchange Period sold and (ii) 90 days after the time period set forth consummation of the Exchange Offer and (D) use its best efforts to consummate the Exchange Offer on or prior to 230 calendar days following the date hereof. No securities other than the Exchange Notes shall be included in Section 3(f)(cthe Exchange Offer Registration Statement. The Exchange Notes will be issued under the Indenture (or a trust indenture which is identical in all material respects to the Indenture, other than such changes to the Indenture or any such identical trust indenture as are necessary to comply with any requirements of the SEC to effect or maintain the qualification thereof under the TIA, and which has been qualified under the TIA). Upon the effectiveness of the Exchange Offer Registration Statement, the Company Issuer shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder (other than Participating Broker-Dealers) eligible and electing to exchange Transfer Restricted Dealers exchanging Participating Broker-Dealer Notes for Exchange Notes (Notes, assuming that such Holder is not an affiliate of the Company Issuer within the meaning of Rule 405 under the 1933 Act, acquires the Exchange Notes in the ordinary course of such Holder's business and has no arrangements or understandings with any Person person to participate in the Exchange Offer for the purpose of distributing the Exchange Notes) to trade such Exchange Notes from and after their receipt without any limitations or restrictions under the 1933 Act and without material restrictions under the securities laws of a substantial proportion of the several states of the United States. For the purposes of this Agreement, the Exchange Offer will be deemed consummated if the Company makes the Exchange Offer, the Exchange Offer remains open for a period (the "Exchange Period") of 20 business days after the date notice thereof is mailed to the Holders (or such longer period as may be required by law), and the Company issues Exchange Notes in respect of all Notes that are properly tendered during the Exchange Period. In connection with the Exchange Offer, the Company Issuer shall:

Exchange Offer Registration. To The Company shall, at its cost, use its reasonable best efforts to prepare and, not later than 60 days after (or if the extent 60th day is not a business day, the first business day thereafter) the Issue Date (as defined in the Indenture) of the Notes, file with the Securities and Exchange Commission (the "Commission"), a registration statement (the "Exchange Offer Registration Statement") on an appropriate form under the Securities Act of 1933, as amended (the "Securities Act"), with respect to a proposed offer (the "Registered Exchange Offer") to the Holders of Transfer Restricted Notes (as defined below), who are not prohibited by any applicable law or applicable interpretation policy of the staff of Commission from participating in the SECRegistered Exchange Offer, the Issuers shall (A) file an Exchange Offer Registration Statement with the SEC within 60 days after the Original Issue Date covering the offer by the Issuers to the Holders to issue Exchange Notes and deliver to such Holders, in exchange for all of their Transfer Restricted the Notes, a like aggregate principal amount of debt securities (Bthe "Exchange Notes") of the Company issued under the Indenture and identical in all material respects to the Notes (except for the transfer restrictions relating to the Notes) that would be registered under the Securities Act. The Company shall use all its reasonable best efforts to cause such Exchange Offer Registration Statement to be declared become effective under the 1933 Securities Act within 180 150 days (or if the 150th day is not a business day, the first business day thereafter) after the Original Issue Date, (C) commence Date of the Exchange Offer promptly after Notes and shall keep the Exchange Offer Registration Statement is declared effective for not less than 20 business days (or longer if required by applicable law) after the SEC and keep date on which notice of the Registered Exchange Offer open for acceptance for is mailed to the Exchange Period, Holders (D) use all reasonable efforts to issue, promptly after such period being called the end of the Exchange Period, Exchange Notes in exchange for all Notes that have been properly tendered for exchange during the Exchange Period, (E) use all reasonable efforts to consummate the "Exchange Offer within 210 Registration Period"). If the Company effects the Registered Exchange Offer, the Company will be entitled to close the Registered Exchange Offer 20 business days after the Original Issue Date and (F) use all reasonable efforts to maintain the effectiveness of the Exchange Offer Registration Statement during the Exchange Period and thereafter until the later of (i) such time as commencement thereof; provided, however, that the Company has issued accepted all the Notes theretofore validly tendered in accordance with the terms of the Registered Exchange Notes in exchange for all Notes that have been properly tendered for exchange during Offer. Following the Exchange Period and (ii) the time period set forth in Section 3(f)(c). Upon declaration of the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder (other than Participating Broker-Dealers) eligible and of Transfer Restricted Notes electing to exchange Transfer Restricted the Notes for Exchange Notes (assuming that such Holder is not an affiliate of the Company within the meaning of Rule 405 under the 1933 Securities Act, acquires the Exchange Notes in the ordinary course of such Holder's business and business, has no arrangements or understandings with any Person person to participate in the Exchange Offer for distribution (within the purpose meaning of distributing the Securities Act) of the Exchange NotesNotes and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Notes from and after their receipt without any limitations or restrictions under the 1933 Securities Act and without material restrictions under the securities laws of the several states of the United States. In connection with such Registered Exchange Offer, the Company shall take such further action, including, without limitation, appropriate filings under state securities laws, as may be necessary to realize the foregoing objective subject to the proviso of Section 3(h). The Company acknowledges that, pursuant to current interpretations by the Commission's staff of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom, (i) each Holder that is a substantial proportion broker-dealer electing to exchange Notes, acquired for its own account as a result of market making activities or other trading activities, for Exchange Notes (an "Exchanging Dealer"), is required to deliver a prospectus containing the information set forth in Annex A hereto on the cover, in Annex B hereto in the "Exchange Offer Procedures" section and the "Purpose of the Exchange Offer" section, and in Annex C hereto in the "Plan of Distribution" section of such prospectus in connection with a sale of any such Exchange Notes received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) Lazard selling Exchange Notes acquired in exchange for Notes constituting any portion of an unsold allotment is required to deliver a prospectus containing the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale. The Company shall use its reasonable best efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the prospectus contained therein in order to permit such prospectus to be lawfully delivered by all persons subject to the prospectus delivery requirements of the Securities Act for such period of time as such persons must comply with such requirements in order to resell the Exchange Notes; provided, however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer, such period shall be the lesser of 180 days after the expiration date of the Registered Exchange Offer and the date on which all Exchanging Dealers have sold all Exchange Notes held by them (unless such period is extended pursuant to Section 3(j) below), and (ii) the Company shall make such prospectus and any amendment or supplement thereto available to any broker-dealer for use in connection with any resale of any Exchange Notes for a period not less than 90 days after the consummation of the Registered Exchange Offer. If, upon consummation of the Registered Exchange Offer, Lazard holds Notes which constitute some or all of the Notes that it acquired pursuant to the Sale Agreement, the Company, simultaneously with the delivery of the Exchange Notes pursuant to the Registered Exchange Offer, shall issue and deliver to Lazard upon the written request of Lazard in exchange (the "Private Exchange") for the Notes held by Lazard, a like principal amount of debt securities of the Company issued under the Indenture and identical in all material respects (including the existence of restrictions on transfer under the Securities Act and the securities laws of the several states of the United States) to the Notes (the "Private Exchange Notes"). For the purposes of this AgreementThe Notes, the Exchange Offer will be deemed consummated if Notes and the Company makes the Private Exchange Offer, the Exchange Offer remains open for a period (Notes are herein collectively called the "Exchange PeriodSecurities") of 20 business days after the date notice thereof is mailed to the Holders (or such longer period as may be required by law), and the Company issues Exchange Notes in respect of all Notes that are properly tendered during the Exchange Period. In connection with the Registered Exchange Offer, the Company shall:

Exchange Offer Registration. To the extent not prohibited by any applicable law or applicable interpretation of the staff of the SEC, the Issuers Company and the Guarantor shall (A) file with the SEC within 60 calendar days after the Closing Time an Exchange Offer Registration Statement with the SEC within 60 days after the Original Issue Date covering the offer by the Issuers Company to the Holders to issue Exchange Notes in exchange for all of their Transfer Restricted Notesthe Registrable Senior Securities for Exchange Senior Securities, (B) use all its reasonable best efforts to cause such Exchange Offer Registration Statement to be declared effective under by the 1933 Act SEC within 180 calendar days after the Original Issue DateClosing Time, (C) commence use its reasonable best efforts to cause such Registration Statement to remain effective until the closing of the Exchange Offer promptly after the Exchange Offer Registration Statement is declared effective by the SEC and keep the Exchange Offer open for acceptance for the Exchange Period, (D) use all its reasonable efforts to issue, promptly after the end of the Exchange Period, Exchange Notes in exchange for all Notes that have been properly tendered for exchange during the Exchange Period, (E) use all reasonable best efforts to consummate the Exchange Offer within 210 45 calendar days after the Original Issue Date and (F) use all reasonable efforts to maintain the effectiveness effective date of the Exchange Offer Registration Statement during Statement, which date of consummation it is agreed shall not occur on or before July 30, 2001. The Exchange Senior Securities will be issued under the Exchange Period and thereafter until the later of (i) such time as the Company has issued Exchange Notes in exchange for all Notes that have been properly tendered for exchange during the Exchange Period and (ii) the time period set forth in Section 3(f)(c)Indenture. Upon the effectiveness of the Exchange Offer Registration Statement, the Company and the Guarantor shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder (other than Participating Broker-DealersDealers (as defined in Section 3(f)) eligible and electing to exchange Transfer Restricted Notes Registrable Senior Securities for Exchange Notes Senior Securities (assuming that such Holder is not an affiliate of the Company or the Guarantor within the meaning of Rule 405 under the 1933 Act, acquires the Exchange Notes Senior Securities in the ordinary course of such Holder's business and has no arrangements or understandings with any Person person to participate in the Exchange Offer for the purpose of distributing the Exchange NotesSenior Securities) to trade such Exchange Notes Senior Securities from and after their receipt without any limitations or restrictions under the 1933 Act and without material restrictions under the securities laws of a substantial proportion of the several states of the United States. For the purposes of this Agreement, the Exchange Offer will be deemed consummated if the Company makes the Exchange Offer, the Exchange Offer remains open for a period (the "Exchange Period") of 20 business days after the date notice thereof is mailed to the Holders (or such longer period as may be required by law), and the Company issues Exchange Notes in respect of all Notes that are properly tendered during the Exchange Period. In connection with the Exchange Offer, the Company and the Guarantor shall:

Exchange Offer Registration. To the extent not prohibited by any applicable law or applicable interpretation of the staff of the SEC, the Issuers The Company shall (A) file with the SEC on or prior to the 45th day after the Specified Date an Exchange Offer Registration Statement with the SEC within 60 days after the Original Issue Date covering the offer by the Issuers Company to the Holders to issue Exchange Notes in exchange for all of their Transfer Restricted Notesthe Registrable Securities for a like aggregate principal amount of Exchange Securities, (B) use all its reasonable best efforts to cause such Exchange Offer Registration Statement to be declared effective under by the 1933 Act within 180 days SEC no later than the 30th day after it is filed with the Original Issue DateSEC, (C) commence use its reasonable best efforts to cause such Registration Statement to remain effective until the closing of the Exchange Offer promptly after the Exchange Offer Registration Statement is declared effective by the SEC and keep the Exchange Offer open for acceptance for the Exchange Period, (D) use all its reasonable efforts to issue, promptly after the end of the Exchange Period, Exchange Notes in exchange for all Notes that have been properly tendered for exchange during the Exchange Period, (E) use all reasonable best efforts to consummate the Exchange Offer within 210 no later than 45 days after the Original Issue Date and (F) use all reasonable efforts to maintain the effectiveness effective date of the Exchange Offer Registration Statement during the Exchange Period and thereafter until the later of (i) such time as the Company has issued Exchange Notes in exchange for all Notes that have been properly tendered for exchange during the Exchange Period and (ii) the time period set forth in Section 3(f)(c)Statement. Upon the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder (other than Participating Broker-Dealers) eligible and electing to exchange Transfer Restricted Notes Registrable Securities for Exchange Notes Securities (assuming that such Holder is not an affiliate of the Company within the meaning of Rule 405 under the 1933 Act, acquires the Exchange Notes Securities in the ordinary course of such Holder's ’s business and has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of distributing the such Exchange NotesSecurities) to trade such Exchange Notes Securities from and after their receipt without any limitations or restrictions under the 1933 Act and without material restrictions or under the securities or blue sky laws of a substantial proportion of the several states of the United States. For the purposes of this Agreement, the Exchange Offer will be deemed consummated if the Company makes In connection with the Exchange Offer, the Company shall: (i) promptly mail to each Holder a copy of the Prospectus forming part of the Exchange Offer remains Registration Statement, together with an appropriate letter of transmittal and related documents; (ii) keep the Exchange Offer open for a period (the "Exchange Period") of not less than 20 business days and not more than 40 business days (or longer if required by applicable law) after the date notice thereof is mailed to the Holders (or, to the extent permitted or such longer period as may be required by law)Applicable Procedures, and the Company issues Exchange Notes in respect of all Notes that are properly tendered sent electronically) and, during the Exchange Period. In connection with the Exchange Offer, offer to all Holders who are legally eligible to participate in the Company shall:Exchange Offer the opportunity to exchange their Registrable Securities for Exchange Securities; (iii) use the services of a depositary with an address in the United States, which may be the Trustee or an affiliate of the Trustee, for the Exchange Offer; (iv) permit Holders to withdraw tendered Registrable Securities at any time prior to the close of business, Sunrise, Florida time, on the last business day on which the Exchange Offer shall remain open, by sending to the institution specified in the Prospectus or the related letter of transmittal or related documents a telegram, telex, facsimile transmission, letter or other method permitted or required by Applicable Procedures 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 such Notes exchanged; 5

Exchange Offer Registration. To the extent not prohibited by any applicable law or applicable interpretation of the staff of the SEC, the Issuers Company and the Guarantor shall (A) file with the SEC within 60 calendar days after the Closing Time an Exchange Offer Registration Statement with the SEC within 60 days after the Original Issue Date covering the offer by the Issuers Company to the Holders to issue exchange all of the Registrable Senior Notes and Registrable Senior Debentures for Exchange Notes in exchange for all of their Transfer Restricted Notesand Exchange Debentures, (B) use all its reasonable best efforts to cause such Exchange Offer Registration Statement to be declared effective under by the 1933 Act SEC within 180 calendar days after the Original Issue DateClosing Time, (C) commence use its reasonable best efforts to cause such Registration Statement to remain effective until the closing of the Exchange Offer promptly after the Exchange Offer Registration Statement is declared effective by the SEC and keep the Exchange Offer open for acceptance for the Exchange Period, (D) use all its reasonable efforts to issue, promptly after the end of the Exchange Period, Exchange Notes in exchange for all Notes that have been properly tendered for exchange during the Exchange Period, (E) use all reasonable best efforts to consummate the Exchange Offer within 210 45 calendar days after the Original Issue Date and (F) use all reasonable efforts to maintain the effectiveness effective date of the Exchange Offer Registration Statement during the Exchange Period and thereafter until the later of (i) such time as the Company has issued Statement. The Exchange Notes in exchange for all Notes that have been properly tendered for exchange during and Exchange Debentures will be issued under the Exchange Period and (ii) the time period set forth in Section 3(f)(c)Indenture. Upon the effectiveness of the Exchange Offer Registration Statement, the Company and the Guarantor shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder (other than Participating Broker-DealersDealers (as defined in Section 3(f)) eligible and electing to exchange Transfer Restricted Registrable Senior Notes and Registrable Senior Debentures for Exchange Notes and Exchange Debentures (assuming that such Holder is not an affiliate of the Company or the Guarantor within the meaning of Rule 405 under the 1933 Act, acquires the Exchange Notes and Exchange Debentures in the ordinary course of such Holder's business and has no arrangements or understandings with any Person person to participate in the Exchange Offer for the purpose of distributing the Exchange NotesNotes and Exchange Debentures) to trade such Exchange Notes and Exchange Debentures from and after their receipt without any limitations or restrictions under the 1933 Act and without material restrictions under the securities laws of a substantial proportion of the several states of the United States. For the purposes of this Agreement, the Exchange Offer will be deemed consummated if the Company makes the Exchange Offer, the Exchange Offer remains open for a period (the "Exchange Period") of 20 business days after the date notice thereof is mailed to the Holders (or such longer period as may be required by law), and the Company issues Exchange Notes in respect of all Notes that are properly tendered during the Exchange Period. In connection with the Exchange Offer, the Company and the Guarantor shall:

Exchange Offer Registration. To The Company shall, at its cost, use its best efforts to prepare and, not later than 60 days after (or if the extent 60th day is not a business day, the first business day thereafter) the Issue Date (as defined in the Indenture) of the Notes, file with the Securities and Exchange Commission (the "Commission"), a registration statement (the "Exchange Offer Registration Statement") on an appropriate form under the Securities Act of 1933, as amended (the "Securities Act"), with respect to a proposed offer (the "Registered Exchange Offer") to the Holders of Transfer Restricted Notes (as defined below), who are not prohibited by any applicable law or applicable interpretation policy of the staff of Commission from participating in the SECRegistered Exchange Offer, the Issuers shall (A) file an Exchange Offer Registration Statement with the SEC within 60 days after the Original Issue Date covering the offer by the Issuers to the Holders to issue Exchange Notes and deliver to such Holders, in exchange for all of their Transfer Restricted the Notes, a like aggregate principal amount of debt securities (Bthe "Exchange Notes") of the Company issued under the Indenture and identical in all material respects to the Notes (except for the transfer restrictions relating to the Notes) that would be registered under the Securities Act. The Company shall use all reasonable its best efforts to cause such Exchange Offer Registration Statement to be declared become effective under the 1933 Securities Act within 180 150 days (or if the 150th day is not a business day, the first business day thereafter) after the Original Issue Date, (C) commence Date of the Exchange Offer promptly after Notes and shall keep the Exchange Offer Registration Statement is declared effective for not less than 30 days (or longer if required by applicable law) after the SEC and keep date on which notice of the Registered Exchange Offer open for acceptance for is mailed to the Exchange Period, Holders (D) use all reasonable efforts to issue, promptly after such period being called the end of the Exchange Period, Exchange Notes in exchange for all Notes that have been properly tendered for exchange during the Exchange Period, (E) use all reasonable efforts to consummate the "Exchange Offer within 210 Registration Period"). If the Company effects the Registered Exchange Offer, the Company will be entitled to close the Registered Exchange Offer 30 days after the Original Issue Date and (F) use all reasonable efforts to maintain the effectiveness of the Exchange Offer Registration Statement during the Exchange Period and thereafter until the later of (i) such time as commencement thereof; provided, however, that the Company has issued accepted all the Notes theretofore validly tendered in accordance with the terms of the Registered Exchange Notes in exchange for all Notes that have been properly tendered for exchange during Offer. Following the Exchange Period and (ii) the time period set forth in Section 3(f)(c). Upon declaration of the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder (other than Participating Broker-Dealers) eligible and of Transfer Restricted Notes electing to exchange Transfer Restricted the Notes for Exchange Notes (assuming that such Holder is not an affiliate of the Company within the meaning of Rule 405 under the 1933 Securities Act, acquires the Exchange Notes in the ordinary course of such Holder's business and business, has no arrangements or understandings with any Person person to participate in the Exchange Offer for distribution (within the purpose meaning of distributing the Securities Act) of the Exchange NotesNotes and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Notes from and after their receipt without any limitations or restrictions under the 1933 Securities Act and without material restrictions under the securities laws of the several states of the United States. In connection with such Registered Exchange Offer, the Company shall take such further action, including, without limitation, appropriate filings under state securities laws, as may be necessary to realize the foregoing objective subject to the proviso of Section 3(h). The Company acknowledges that, pursuant to current interpretations by the Commission's staff of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom, (i) each Holder that is a substantial proportion broker-dealer electing to exchange Notes, acquired for its own account as a result of market making activities or other trading activities, for Exchange Notes (an "Exchanging Dealer"), is required to deliver a prospectus containing the information set forth in Annex A hereto on the cover, in Annex B hereto in the "Exchange Offer Procedures" section and the "Purpose of the Exchange Offer" section, and in Annex C hereto in the "Plan of Distribution" section of such prospectus in connection with a sale of any such Exchange Notes received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) the Initial Purchaser selling Exchange Notes acquired in exchange for Notes constituting any portion of an unsold allotment is required to deliver a prospectus containing the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale. The Company shall use its best efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the prospectus contained therein in order to permit such prospectus to be lawfully delivered by all persons subject to the prospectus delivery requirements of the Securities Act for such period of time as such persons must comply with such requirements in order to resell the Exchange Notes; provided, however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or the Initial Purchaser, such period shall be the lesser of 180 days after the expiration date of the Registered Exchange Offer and the date on which all Exchanging Dealers and the Initial Purchaser have sold all Exchange Notes held by them (unless such period is extended pursuant to Section 3(j) below), and (ii) the Company shall make such prospectus and any amendment or supplement thereto available to any broker- dealer for use in connection with any resale of any Exchange Notes for a period not less than 90 days after the consummation of the Registered Exchange Offer. If, upon consummation of the Registered Exchange Offer, the Initial Purchaser holds Notes acquired by it as part of its initial distribution, the Company, simultaneously with the delivery of the Exchange Notes pursuant to the Registered Exchange Offer, shall issue and deliver to the Initial Purchaser upon the written request of the Initial Purchaser, in exchange (the "Private Exchange") for the Notes held by the Initial Purchaser, a like principal amount of debt securities of the Company issued under the Indenture and identical in all material respects (including the existence of restrictions on transfer under the Securities Act and the securities laws of the several states of the United States) to the Notes (the "Private Exchange Notes"). For the purposes of this AgreementThe Notes, the Exchange Offer will be deemed consummated if Notes and the Company makes the Private Exchange Offer, the Exchange Offer remains open for a period (Notes are herein collectively called the "Exchange PeriodSecurities") of 20 business days after the date notice thereof is mailed to the Holders (or such longer period as may be required by law), and the Company issues Exchange Notes in respect of all Notes that are properly tendered during the Exchange Period. In connection with the Registered Exchange Offer, the Company shall:

Exchange Offer Registration. To the extent not prohibited by any applicable law or applicable interpretation of the staff of the SEC, the Issuers Company shall (A) file an Exchange Offer Registration Statement with the SEC within 60 90 days after the Original Issue Date covering the offer by the Issuers Company to the Holders to issue exchange Exchange Notes in exchange for all of their Transfer Restricted Notes, (B) use all reasonable its best efforts to cause such Exchange Offer Registration Statement to be declared effective under the 1933 Act within 180 150 days after the Original Issue Date, (C) commence the Exchange Offer promptly after the Exchange Offer Registration Statement is declared effective by the SEC and keep the Exchange Offer open for acceptance for the Exchange Period, (D) use all reasonable its best efforts to issue, promptly after the end of the Exchange Period, Exchange Notes in exchange for all Transfer Restricted Notes that have been properly tendered for exchange during the Exchange Period, Period and (E) use all reasonable efforts to consummate the Exchange Offer within 210 days after the Original Issue Date and (F) use all reasonable its best efforts to maintain the effectiveness of the Exchange Offer Registration Statement during the Exchange Period and thereafter until the later of (i) such time as the Company has issued Exchange Notes in exchange for all Transfer Restricted Notes that have been properly tendered for exchange during the Exchange Period and (ii) the time period set forth in Section 3(f)(c)Period. Upon the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder (other than Participating Broker-Dealers) eligible and electing to exchange Transfer Restricted Notes for Exchange Notes (assuming that such Holder is not an affiliate of the Company within the meaning of Rule 405 under the 1933 Act, acquires the Exchange Notes in the ordinary course of such Holder's business and has no arrangements or understandings with any Person person to participate in the Exchange Offer for the purpose of distributing the Exchange Notes) to trade such Exchange Notes from and after their receipt without any limitations or restrictions under the 1933 Act and without material restrictions under the securities laws of a substantial proportion of the several states of the United States. For the purposes of this Agreement, the Exchange Offer will be deemed consummated if the Company makes the Exchange Offer, the Exchange Offer remains open for a period (the "Exchange Period") of 20 business days after the date notice thereof is mailed to the Holders (or such longer period as may be required by law), and the Company issues Exchange Notes in respect of all Notes that are properly tendered during the Exchange Period. In connection with the Exchange Offer, the Company shall:

Exchange Offer Registration. To The Company will file with the extent not prohibited by any applicable law SEC on or applicable interpretation of prior to the staff of 60th day after the SEC, the Issuers shall (A) file Closing Date an Exchange Offer Registration Statement with the SEC within 60 days after the Original Issue Date covering the offer by the Issuers Company to the Holders to issue Exchange Notes in exchange for all of their Transfer Restricted Notesthe Registrable Securities for a like aggregate principal amount of Exchange Securities (“Exchange Offer”), (B) use all its reasonable best efforts to cause such Exchange Offer Registration Statement to be declared effective under by the 1933 Act within 180 days SEC no later than the 120th day after the Original Issue Closing Date, (C) commence use its reasonable best efforts to cause such Registration Statement to remain effective until the closing of the Exchange Offer promptly after the Exchange Offer Registration Statement is declared effective by the SEC and keep the Exchange Offer open for acceptance for the Exchange Period, (D) use all its reasonable efforts to issue, promptly after the end of the Exchange Period, Exchange Notes in exchange for all Notes that have been properly tendered for exchange during the Exchange Period, (E) use all reasonable best efforts to consummate the Exchange Offer within 210 no later than 45 days after the Original Issue Date and (F) use all reasonable efforts to maintain the effectiveness effective date of the Exchange Offer Registration Statement during the Exchange Period and thereafter until the later of (i) such time as the Company has issued Exchange Notes in exchange for all Notes that have been properly tendered for exchange during the Exchange Period and (ii) the time period set forth in Section 3(f)(c)Statement. Upon the effectiveness of the Exchange Offer Registration Statement, the Company shall will promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder (other than Participating Broker-Dealers) eligible and electing to exchange Transfer Restricted Notes Registrable Securities for Exchange Notes Securities (assuming that such Holder is not an affiliate of the Company within the meaning of Rule 405 under the 1933 Securities Act, acquires the Exchange Notes Securities in the ordinary course of such Holder's ’s business and has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of distributing the such Exchange NotesSecurities) to trade such Exchange Notes Securities from and after their receipt without any limitations or restrictions under the 1933 Securities Act and without material restrictions or under the securities or blue sky laws of a substantial proportion of the several states of the United States. For the purposes of this Agreement, the Exchange Offer will be deemed consummated if the Company makes In connection with the Exchange Offer, the Company will promptly mail to each Holder a copy of the Prospectus forming part of the Exchange Offer remains Registration Statement, together with an appropriate letter of transmittal and related documents; keep the Exchange Offer open for a period not less than 20 Business Days (the "Exchange Period"or longer if required by applicable law) of 20 business days after the date notice thereof is mailed to the Holders (or such longer period as may be required by law)and, and the Company issues Exchange Notes in respect of all Notes that are properly tendered during the Exchange Period. In connection with the Exchange Offer, offer to all Holders who are legally eligible to participate in the Company shall:Exchange Offer the opportunity to exchange their Registrable Securities for Exchange Securities; use the services of a depositary with an address in the City of Houston, Texas or the City of New York, New York for the Exchange Offer; permit Holders to withdraw tendered Registrable Securities at any time prior to the close of business, Houston, Texas

Exchange Offer Registration. To the extent not prohibited by any applicable law or applicable interpretation of the staff of the SEC, the Issuers The Company shall (A) use its commercially reasonable efforts to file with the SEC on or prior to the 60th day after the Closing Date an Exchange Offer Registration Statement with the SEC within 60 days after the Original Issue Date covering the offer by the Issuers Company to the Holders to issue Exchange Notes in exchange for all of their Transfer Restricted Notesthe Registrable Securities for a like aggregate principal amount of Exchange Securities, (B) use all its commercially reasonable efforts to cause such Exchange Offer Registration Statement to be declared effective under or become effective by the 1933 Act within 180 days SEC no later than the 120th day after the Original Issue Closing Date, (C) commence use its commercially reasonable efforts to cause such Registration Statement to remain effective until the closing of the Exchange Offer promptly after the Exchange Offer Registration Statement is declared effective by the SEC and keep the Exchange Offer open for acceptance for the Exchange Period, (D) use all reasonable efforts to issue, promptly after the end of the Exchange Period, Exchange Notes in exchange for all Notes that have been properly tendered for exchange during the Exchange Period, (E) use all its commercially reasonable efforts to consummate the Exchange Offer within 210 no later than 45 days after the Original Issue Date and (F) use all reasonable efforts to maintain the effectiveness effective date of the Exchange Offer Registration Statement during the Exchange Period and thereafter until the later of (i) such time as the Company has issued Exchange Notes in exchange for all Notes that have been properly tendered for exchange during the Exchange Period and (ii) the time period set forth in Section 3(f)(c)Statement. Upon the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder (other than Participating Broker-Dealers) eligible and electing to exchange Transfer Restricted Notes Registrable Securities for Exchange Notes Securities (assuming that such Holder is not an affiliate of the Company within the meaning of Rule 405 under the 1933 Act, acquires the Exchange Notes Securities in the ordinary course of such Holder's ’s business and has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of distributing the such Exchange NotesSecurities) to trade such Exchange Notes Securities from and after their receipt without any limitations or restrictions under the 1933 Act and without material restrictions or under the securities or blue sky laws of a substantial proportion of the several states of the United States. For the purposes of this Agreement, the Exchange Offer will be deemed consummated if the Company makes the Exchange Offer, the Exchange Offer remains open for a period (the "Exchange Period") of 20 business days after the date notice thereof is mailed to the Holders (or such longer period as may be required by law), and the Company issues Exchange Notes in respect of all Notes that are properly tendered during the Exchange Period. In connection with the Exchange Offer, the Company shall:: (i) promptly mail or otherwise transmit, in compliance with the applicable procedures of the Depositary for such Registrable Securities, to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents; (ii) keep the Exchange Offer open for not less than 20 Business Days (or longer if required by applicable law) after the date notice thereof is mailed to the Holders and, during the Exchange Offer, offer to all Holders who are legally eligible to participate in the Exchange Offer the opportunity to exchange their Registrable Securities for Exchange Securities;