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 at their cost, shall use their best efforts (A) to file within 90 days after the Original Issue Date with the SEC an Exchange Offer Registration Statement covering the offer by the Issuers to the Holders to exchange all of the Registrable Notes for Exchange Notes, (B) to cause such Exchange Offer Registration Statement to be declared effective by the SEC within 180 days after the Original Issue Date, (C) to cause such Exchange Offer Registration Statement to remain effective until the closing of the Exchange Offer and (D) to consummate the Exchange Offer within 210 days after the Original Issue Date. The Exchange Notes will be issued under the Indenture. Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder (other than Participating Broker-Dealers (as defined in Section 3(f))) eligible and electing to exchange Registrable Notes for Exchange Notes (assuming that such Holder is not an affiliate of the Issuers 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. In connection with the Exchange Offer, the Issuers 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 at their cost, Company shall use their best efforts (A) cause to file be filed an Exchange Offer Registration Statement with the SEC within 90 days after the Original Issue Date with the SEC an Exchange Offer Registration Statement covering the offer by the Issuers Company to the Holders to exchange of Exchange Notes for all of the Registrable Notes for Exchange their Transfer Restricted Notes, (B) use its best efforts to cause such Exchange Offer Registration Statement to be declared effective by under the SEC 1933 Act as promptly as possible but in any event within 180 150 days after the Original Issue Date, Date and (C) to cause such Exchange Offer Registration Statement to remain effective until the closing of the Exchange Offer and (D) use its best efforts to consummate the Exchange Offer within 210 30 days after the Original Issue Date. The date on which such Exchange Notes will be issued Offer Registration Statement is declared effective under the Indenture1933 Act. Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers Company shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder (other than Participating Broker-Dealers (as defined in Section 3(f))) eligible and electing to exchange Registrable Transfer Restricted Notes for Exchange Notes (assuming that such Holder is not an affiliate of the Issuers 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. In connection with the Exchange Offer, the Issuers 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 at their cost, Company shall use their best efforts (A) to file within 90 45 days after the Original Issue Date with the SEC date hereof an Exchange Offer Registration Statement covering the offer by the Issuers Company to the Holders to exchange all of the Registrable Notes for Exchange Notes, (B) use its best efforts to cause such Exchange Offer Registration Statement to be declared effective by the SEC within 180 150 days after the Original Issue Datedate hereof, (C) use its best efforts to cause such Exchange Offer Registration Statement to remain effective until the closing of the Exchange Offer and (D) use its best efforts to consummate the Exchange Offer within 210 180 days after following the Original Issue Datedate hereof. The Exchange Notes will be issued under the Indenture. Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers Company shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder (other than Participating Broker-Dealers (as defined in Section 3(f))) eligible and electing to exchange Registrable Notes for Exchange Notes (assuming that such Holder is not an affiliate of the Issuers 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. In connection with the Exchange Offer, the Issuers 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 at their cost, Company shall use their its best efforts (A) to file within 90 60 days after the Original Issue Date with the SEC an Exchange Offer Registration Statement covering the offer by the Issuers Company to the Holders to exchange all of the Registrable Notes for Exchange Notes, (B) to cause such Exchange Offer Registration Statement to be declared effective by the SEC within 180 90 days after the Original Issue Date, (C) to cause such Exchange Offer Registration Statement to remain effective until the closing of the Exchange Offer and (D) to consummate the Exchange Offer within 210 120 days after following the Original Issue Date. The Exchange Notes will be issued under the Indenture. Upon As soon as practicable, but in no event more than one week, after the effectiveness of the Exchange Offer Registration Statement, the Issuers Company shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder (other than Participating Broker-Dealers (as defined in Section 3(f))Dealers) eligible and electing to exchange Registrable Notes for Exchange Notes (assuming that such Holder (i) is not an affiliate of the Issuers Company within the meaning of Rule 405 under the 1933 Act, (ii) acquires the Exchange Notes in the ordinary course of such Holder's business and (iii) 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. In connection with the Exchange Offer, the Issuers Company shall:

Exchange Offer Registration. To The Issuers shall, at their own expense, unless any changes in the extent not prohibited by any applicable law or the applicable interpretation interpretations of the Staff staff of the SEC, SEC do not permit the Issuers at their costto effect the Exchange Offer, shall use their best efforts (Ai) to file within 90 120 days after the Original Issue Date with the SEC an Exchange Offer Registration Statement covering the offer by the Issuers to the Holders to exchange all of the Registrable Notes for Exchange Notes, (Bii) use their reasonable best efforts to cause such Exchange Offer Registration Statement to be declared effective by the SEC within 180 250 days after the Original Issue Date, (Ciii) to cause such Exchange Offer Registration Statement to remain effective until the closing of the Exchange Offer and (Div) to use their reasonable best efforts to consummate the Exchange Offer within 210 280 days after following the Original Issue Date. The Exchange Notes will be issued under the Indenture. Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder (other than Participating Broker-Dealers (as defined in Section 3(f))Dealers) eligible and electing to exchange Registrable Notes for Exchange Notes (assuming that such Holder (i) is not an affiliate of the Issuers any Issuer within the meaning of Rule 405 under the 1933 Act, (ii) acquires the Exchange Notes in the ordinary course of such Holder's business and (iii) 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. In connection with the Exchange Offer, the Issuers shall:

Exchange Offer Registration. To the extent not prohibited by any applicable law or applicable interpretation of the Staff of the SEC, the Issuers at their cost, Company shall use their its best efforts (A) to file within 90 60 days after the Original Issue Closing Date with the SEC an Exchange Offer Registration Statement covering the offer by the Issuers Company to the Holders to exchange all of the Registrable Notes Securities for Exchange NotesSecurities, (B) to cause such Exchange Offer Registration Statement to be declared effective by the SEC within 180 120 days after the Original Issue Closing Date, (C) to cause such Exchange Offer Registration Statement to remain effective until the closing of the Exchange Offer and (D) to consummate the Exchange Offer within 210 150 days after following the Original Issue Closing Date. The Exchange Notes Securities will be issued under the Indenture. Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers Company shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder (other than Participating Broker-Dealers (as defined in Section 3(f))) eligible and electing to exchange Registrable Notes Securities for Exchange Notes Securities (assuming that such Holder is not an affiliate of the Issuers Company within the meaning of Rule 405 under the 1933 Act, acquires the Exchange Notes Securities 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 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 under the securities laws of a substantial proportion of the several states of the United States. In connection with the Exchange Offer, the Issuers 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 at their cost, Company shall use their best its commercially reasonable efforts (A) to file within 90 120 days after the Original Issue Closing Date with the SEC an Exchange Offer Registration Statement covering the offer by the Issuers Company to the Holders to exchange all of the Registrable Notes Securities for Exchange NotesSecurities, (B) to cause such Exchange Offer Registration Statement to be declared effective by the SEC within 180 days after the Original Issue Closing Date, (C) to cause such Exchange Offer Registration Statement to remain effective until the closing of the Exchange Offer and (D) to consummate the Exchange Offer within 210 days after following the Original Issue Closing Date. The Exchange Notes Securities will be issued under the Indenture. Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers Company shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder (other than Participating Broker-Dealers (as defined in Section 3(f))) eligible and electing to exchange Registrable Notes Securities for Exchange Notes Securities (assuming that such Holder is not an affiliate of the Issuers Company within the meaning of Rule 405 under the 1933 Act, acquires the Exchange Notes Securities 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 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 under the securities laws of a substantial proportion of the several states of the United States. In connection with the Exchange Offer, the Issuers 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 at their cost, Company shall use their its best efforts (A) to file within 90 70 days after the Original Issue Date with the SEC an Exchange Offer Registration Statement covering the offer by the Issuers Company to the Holders to exchange all of the Registrable Notes for Exchange Notes, (B) to cause such Exchange Offer Registration Statement to be declared effective by the SEC within 180 130 days after the Original Issue Date, (C) to cause such Exchange Offer Registration Statement to remain effective until the closing of the Exchange Offer and (D) to consummate the Exchange Offer within 210 160 days after following the Original Issue Date. The Exchange Notes will be issued under the Indenture. Upon As soon as practicable, but in no event more than one week, after the effectiveness of the Exchange Offer Registration Statement, the Issuers Company shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder (other than Participating Broker-Dealers (as defined in Section 3(f))Dealers) eligible and electing to exchange Registrable Notes for Exchange Notes (assuming that such Holder (i) is not an affiliate of the Issuers Company within the meaning of Rule 405 under the 1933 Act, (ii) acquires the Exchange Notes in the ordinary course of such Holder's business and (iii) 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. In connection with the Exchange Offer, the Issuers 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 at their its cost, shall use their best efforts (A) to file within 90 45 days after the Original Issue Date with the SEC an Exchange Offer Registration Statement covering the offer by the Issuers Company to the Holders to exchange all of the Registrable Notes for Exchange Notes, (B) use its best efforts to cause such Exchange Offer Registration Statement to be declared effective by the SEC within 180 105 days after the Original Issue Date, (C) use its best efforts to cause such Exchange Offer Registration Statement to remain effective until the closing of the Exchange Offer and (D) to consummate the Exchange Offer within 210 135 days after the Original Issue Date. The Exchange Notes will be issued under the Indenture. Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers Company shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder (other than Participating Broker-Dealers (as defined in Section 3(f))) eligible and electing to exchange Registrable Notes for Exchange Notes (assuming that such Holder is not an affiliate of the Issuers 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 StatesAct. In connection with the Exchange Offer, the Issuers 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 at their cost, Company shall use their best efforts (A) cause to file be filed an Exchange Offer Registration Statement with the SEC within 90 days after the Original Issue Date with the SEC an Exchange Offer Registration Statement covering the offer by the Issuers Company to the Holders to exchange of Exchange Notes for all of the Registrable Notes for Exchange their Transfer Restricted Notes, (B) use its best efforts to cause such Exchange Offer Registration Statement to be declared effective by under the SEC 1933 Act as promptly as possible but in any event within 180 150 days after the Original Issue Date, Date and (C) to cause such Exchange Offer Registration Statement to remain effective until the closing of the Exchange Offer and (D) use its best efforts to consummate the Exchange Offer within 210 30 days after the Original Issue Date. The date on which such Exchange Notes will be issued Offer Registration Statement is declared effective under the Indenture1933 Act. Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers Company shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder (other than Participating Broker-Broker- Dealers (as defined in Section 3(f))) eligible and electing to exchange Registrable Transfer Restricted Notes for Exchange Notes (assuming that such Holder is not an affiliate of the Issuers 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. In connection with the Exchange Offer, the Issuers 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 at their cost, Company shall use their best efforts (A) to file within 90 45 days after the Original Issue Date with the SEC date hereof an Exchange Offer Registration Statement covering the offer by the Issuers Company to the Holders to exchange all of the Registrable Notes for Exchange Notes, (B) use its best efforts to cause such Exchange Offer Registration Statement to be declared effective by the SEC within 180 105 days after the Original Issue Datedate hereof, (C) use its best efforts to cause such Exchange Offer Registration Statement to remain effective until the closing of the Exchange Offer and (D) use its best efforts to consummate the Exchange Offer within 210 135 days after following the Original Issue Datedate hereof. The Exchange Notes will be issued under the Indenture. Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers Company shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder (other than Participating Broker-Dealers (as defined in Section 3(f))) eligible and electing to exchange Registrable Notes for Exchange Notes (assuming that such Holder is not an affiliate of the Issuers 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. In connection with the Exchange Offer, the Issuers Company shall:

Exchange Offer Registration. To The Company and the extent not prohibited by any applicable law or applicable interpretation Guarantors shall for the benefit of the Staff Holders of the SEC, the Issuers Notes and at their cost, shall use their best efforts own expense (A) to file within 90 calendar days after of the Original Issue Closing Date with the SEC an Exchange Offer Registration Statement covering with the offer by the Issuers SEC with respect to the Holders Exchange Offer to exchange all of the Registrable Notes for Exchange Notes, (B) use their reasonable best efforts to cause such the Exchange Offer Registration Statement to be declared effective by the SEC under the 1933 Act within 180 calendar days after the Original Issue Closing Date, (C) to cause such Exchange Offer Registration Statement to remain effective until the closing of the Exchange Offer and (D) use its reasonable best efforts to consummate the Exchange Offer within 210 calendar days after the Original Issue Closing Date. The Exchange Notes will be issued under the Indenture. Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers Company shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder (other than Participating Broker-Dealers (as defined in Section 3(f))Dealers) eligible and electing to exchange Registrable Notes for Exchange Notes (assuming that such Holder (i) is not an affiliate of the Issuers Company within the meaning of Rule 405 under the 1933 Act, (ii) acquires the Exchange Notes in the ordinary course of such Holder's business and (iii) 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. In connection with the Exchange Offer, the Issuers Company and the Guarantors shall:

Exchange Offer Registration. To the extent not prohibited by any applicable law or applicable interpretation of the Staff of the SEC, the Issuers at their cost, Company shall use their its best efforts (A) to file with the SEC within 90 45 days after the Original Issue Closing Date with the SEC an Exchange Offer Registration Statement covering the offer by the Issuers Company to the Holders to exchange all of the Registrable Notes for Exchange Notes, (B) to cause such Exchange Offer Registration Statement to be declared effective by the SEC within 180 60 days after the Original Issue Datedate of filing of such Exchange Offer Registration Statement, (C) to cause such Exchange Offer Registration Statement to remain effective until the closing of the Exchange Offer and (D) to consummate the Exchange Offer within 210 30 days after the Original Issue Date. The date such Exchange Notes will be issued under the IndentureOffer Registration Statement is declared effective. Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers Company shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder (other than Participating Broker-Dealers (as defined in Section 3(f)) hereof)) eligible and electing to exchange Registrable Notes for Exchange Notes (assuming that such Holder is not an affiliate of the Issuers 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. In connection with the Exchange Offer, the Issuers 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 at their cost, Company shall use their its best efforts (A) to file within 90 days after the Original Issue Date with the SEC an Exchange Offer Registration Statement covering the offer by the Issuers Company to the Holders to exchange all of the Registrable Notes for Exchange Notes, (B) to cause such Exchange Offer Registration Statement to be declared effective by the SEC within 180 210 days after the Original Issue Date, (C) to cause such Exchange Offer Registration Statement to remain effective until the closing of the Exchange Offer and (D) to consummate the Exchange Offer within 210 240 days after following the Original Issue Date. The Exchange Notes will be issued under the Indenture. Upon As soon as practicable, but in no event more than one week, after the effectiveness of the Exchange Offer Registration Statement, the Issuers Company shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder (other than Participating Broker-Dealers (as defined in Section 3(f))Dealers) eligible and electing to exchange Registrable Notes for Exchange Notes (assuming that such Holder (i) is not an affiliate of the Issuers Company within the meaning of Rule 405 under the 1933 Act, (ii) acquires the Exchange Notes in the ordinary course of such Holder's business and (iii) 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. In connection with the Exchange Offer, the Issuers 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 at their cost, Company shall use their best efforts (A) file on or prior to file within 90 days after the Original Issue Date with 60th calendar day following the SEC Closing Time an Exchange Offer Registration Statement covering the offer by the Issuers Company to the Holders to of Exchange Notes in exchange for all of the Registrable Notes for Exchange Notes, (B) use its best efforts to cause such Exchange Offer Registration Statement to be declared effective by the SEC within 180 days after on or prior to the Original Issue Date180th calendar day following the Closing Time, (C) use its best efforts to cause such Exchange Offer Registration Statement to remain effective until the closing of the Exchange Offer and (D) use its best efforts to consummate the Exchange Offer within 210 days after on or prior to the Original Issue 210th calendar day following the Closing Date. The Exchange Notes will be issued under the Indenture. Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers Company shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder (other than Participating Broker-Dealers (as defined in Section 3(f))) eligible and electing to exchange Registrable Notes for Exchange Notes (assuming that such Holder is not an affiliate of the Issuers 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. The Exchange Notes will be issued under the Indenture. In connection with the Exchange Offer, the Issuers 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 at their cost, Company shall use their its best efforts (A) to file within 90 60 days after the Original Issue Closing Date with the SEC an Exchange Offer Registration Statement covering the offer by the Issuers Company to the Holders to exchange all of the Registrable Notes Securities for Exchange NotesSecurities, (B) to cause such Exchange Offer Registration Statement to be declared effective by the SEC within 180 days after the Original Issue Closing Date, (C) to cause such Exchange Offer Registration Statement to remain effective until the closing of the Exchange Offer and (D) to consummate the Exchange Offer within 210 days after following the Original Issue Closing Date. The Exchange Notes Securities will be issued under the Indenture. Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers Company shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder (other than Participating Broker-Dealers (as defined in Section 3(f))) eligible and electing to exchange Registrable Notes Securities for Exchange Notes Securities (assuming that such Holder is not an affiliate of the Issuers Company within the meaning of Rule 405 under the 1933 Act, acquires the Exchange Notes Securities 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 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 under the securities laws of a substantial proportion of the several states of the United States. In connection with the Exchange Offer, the Issuers 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 at their cost, Company shall use their best efforts (A) file on or prior to file within 90 days after the Original Issue Date with 60th calendar day following the SEC Closing Time an Exchange Offer Registration Statement covering the offer by the Issuers Company to the Holders to of Exchange Notes in exchange for all of the Registrable Notes for Exchange Notes, (B) use its best efforts to cause such Exchange Offer Registration Statement to be declared effective by the SEC within 180 days after on or prior to the Original Issue Date180th calendar day following the Closing Time, (C) use its best efforts to cause such Exchange Offer Registration Statement to remain effective until the closing of the Exchange Offer and (D) use its best efforts to consummate the Exchange Offer within 210 days after on or prior to the Original Issue 210th calendar day following the Closing Date. The Exchange Notes will be issued under the Indenture. Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers Company shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder (other than Participating Broker-Dealers (as defined in Section 3(f))) eligible and electing to exchange Registrable Notes for Exchange Notes (assuming that such Holder is not an affiliate of the Issuers 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. The Exchange Notes will be issued under the Indenture. 33 In connection with the Exchange Offer, the Issuers 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 at their cost, Company shall use their best efforts (Ai) to file within 90 days after the Original Issue Date with the SEC Closing Time an Exchange Offer Registration Statement covering the offer by the Issuers Company to the Holders to exchange all of the Registrable Notes for Exchange Notes, (Bii) use its best efforts to cause such Exchange Offer Registration Statement to be declared effective by the SEC within 180 150 days after the Original Issue Datedate hereof, (Ciii) use its best efforts to cause such Exchange Offer Registration Statement to remain effective until the closing of the Exchange Offer and (Div) use its best efforts to consummate the Exchange Offer within 210 180 days after following the Original Issue Datedate hereof. The Exchange Notes will be issued under the Indenture. Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers Company shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder (other than Participating Broker-Dealers (as defined in Section 3(f))) eligible and electing to exchange Registrable Notes for Exchange Notes (assuming that (i) such Holder is not an affiliate of the Issuers Company within the meaning of Rule 405 under the 1933 Act, (ii) acquires the Exchange Notes in the ordinary course of such Holder's business and (iii) 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. In connection with the Exchange Offer, the Issuers Company shall: