Common use of Registered Exchange Offer Clause in Contracts

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by applicable law or Commission rule, regulation or policy (after the procedures set forth in Section 6(a)(i) below have been complied with), the Company shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission no later than 120 days from the date hereof (the “Filing Deadline”), (ii) use all commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective no later than 210 days from the date hereof (the “Effectiveness Deadline”), (iii) in connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Act and (C) cause all necessary filings, if any, in connection with the registration and qualification of the Exchange Securities to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Securities to be offered in exchange for the Offered Securities that are Transfer Restricted Securities and (ii) resales of Exchange Securities by Broker-Dealers that tendered into the Exchange Offer Offered Securities that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Offered Securities acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) below.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by permissible under applicable law or Commission rule, regulation or policy (after the procedures set forth in Section 6(a)(i6(a) below hereof have been complied with), the Company Issuers and the Guarantors shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission no later sufficiently promptly so as to avoid a Registration Default with respect to the Exchange Offer, a Registration Statement under the Securities Act relating to the Exchange Securities (other than 120 days Transfer Restricted Securities acquired by any Broker-Dealer directly from the date hereof Issuers) and the Exchange Offer (the “Filing DeadlineExchange Offer Registration Statement”), (ii) use all their commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective no later than 210 days from under the date hereof (Securities Act sufficiently promptly so as to avoid a Registration Default with respect to the “Effectiveness Deadline”)Exchange Offer, (iii) in connection with the foregoing, file (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it such Exchange Offer Registration Statement to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings, if any, filings in connection with the registration and qualification of the Exchange Securities to be made under the Blue Sky state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, as promptly as practicable, commence and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Securities to be offered in exchange for the Offered Securities that are Transfer Restricted Securities (other than Transfer Restricted Securities acquired by any Broker-Dealer directly from the Issuers) and (ii) to permit resales of Exchange Transfer Restricted Securities held by Broker-Dealers that tendered into the Exchange Offer Offered Securities that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Offered Securities acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) belowhereof.

Registered Exchange Offer. (a) Unless the Company determines in good faith after consultation with counsel that the Exchange Offer shall not be permitted by permissible under applicable law or Commission rule, regulation or policy (after the procedures set forth in Section 6(a)(i6(a) below hereof have been complied with), each of the Company and the Guarantors shall use its commercially reasonable efforts to (i) file with the Commission a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer, (ii) cause such Registration Statement to be declared effective by the Commission under the Securities Act and (iii) cause the Exchange Offer Registration Statement to be filed with the Commission Consummated no later than 120 days from the date hereof 360th day after the Closing Date (or if such 360th day is not a Business Day, the “Filing Deadline”next succeeding Business Day), (ii) use all commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective no later than 210 days from the date hereof (the “Effectiveness Deadline”), (iii) in . In connection with the foregoing, the Company and the Guarantors will (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it such Registration Statement to become effective, (B) file, if applicable, file a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings, if any, filings in connection with the registration and qualification of the Exchange Securities to be made under the Blue Sky state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer; provided, and however, that neither the Company nor the Guarantors shall be required to (ivx) upon the effectiveness qualify as a foreign corporation or as a dealer in securities in any jurisdiction where it would not be otherwise required to qualify but for this Section 3(a) or (y) take any action that would subject it to general service of process or taxation in any such Exchange Offer Registration Statement, commence and Consummate the Exchange Offerjurisdiction where it is not then so subject. The Exchange Offer Registration Statement shall be on the appropriate form permitting (i) registration of the Exchange Securities to be offered in exchange for the Offered Securities that are Transfer Restricted Securities and (ii) to permit resales of Exchange Initial Securities held by Broker-Dealers that tendered into the Exchange Offer Offered Securities that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Offered Securities acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) belowhereof.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by permissible under applicable law or Commission rule, regulation or policy (after the procedures set forth in Section 6(a)(i) below hereof have been complied with), or there are no Transfer Restricted Securities outstanding, each of the Company and the Guarantors shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission no later than 120 within 380 days from after the date hereof Closing Date (or if such 380th day is not a Business Day, the “Filing Deadline”next succeeding Business Day), a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer, (ii) use all its commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective as promptly as practicable, but in no event later than 210 days from 20 Business Days before the date hereof 400th day after the Closing Date (the “Effectiveness DeadlineTarget Date”), (iii) in connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it such Registration Statement to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings, if any, filings in connection with the registration and qualification of the Exchange Securities to be made under the Blue Sky state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, promptly commence and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Securities to be offered in exchange for the Offered Securities that are Transfer Restricted Securities and (ii) to permit resales of Exchange Transfer Restricted Securities held by Broker-Dealers that tendered into the Exchange Offer Offered Securities that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Offered Securities acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) belowhereof.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by permissible under applicable law or Commission rule, regulation or policy (after the procedures set forth in Section 6(a)(i6(a) below hereof have been complied with), each of the Company and the Guarantors shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission as soon as practicable after the Closing Date, but in no event later than 120 465 days from after the date hereof Closing Date (or if such 465th day is not a Business Day, the “Filing Deadline”next succeeding Business Day), a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer, (ii) use all commercially its reasonable best efforts to cause such Exchange Offer Registration Statement to become effective at the earliest possible time, but in no event later than 210 555 days from after the date hereof Closing Date (or if such 555th day is not a Business Day, the “Effectiveness Deadline”next succeeding Business Day), (iii) in connection with the foregoing, file (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it such Registration Statement to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings, if any, in connection with the registration and qualification of the Exchange Securities to be made under the Blue Sky state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Securities to be offered in exchange for the Offered Securities that are Transfer Restricted Securities and (ii) to permit resales of Exchange Initial Securities held by Broker-Dealers that tendered into the Exchange Offer Offered Securities that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Offered Securities acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) belowhereof.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by permissible under applicable law or Commission rule, regulation or policy (after the procedures set forth in Section 6(a)(i6(a) below hereof have been complied with), each of the Company Company, the Co-Issuer and the Guarantors shall (i) use its commercially reasonable efforts to cause the Exchange Offer Registration Statement to be filed with the Commission as soon as practicable after the Closing Date, but in no event later than 120 180 days from after the date hereof Closing Date (or if such 180th day is not a Business Day, the “Filing Deadline”next succeeding Business Day), a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer, (ii) use all its commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective as promptly as possible (unless it becomes effective automatically upon filing), but in no event later than 210 365 days from after the date hereof Closing Date (or if such 365th day is not a Business Day, the “Effectiveness Deadline”next succeeding Business Day), (iii) in connection with the foregoing, file (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it such Registration Statement to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings, if any, filings in connection with the registration and qualification of the Exchange Securities to be made under the Blue Sky state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Securities to be offered in exchange for the Offered Securities that are Transfer Restricted Securities and (ii) to permit resales of Exchange Initial Securities held by Broker-Dealers that tendered into the Exchange Offer Offered Securities that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Offered Securities acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) belowhereof.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by permissible under applicable law or Commission rule, regulation or policy (after the procedures set forth in Section 6(a)(i6(a) below have been complied with)) or one of the events set forth in Section 4(a)(ii) has occurred, the Company and the Subsidiary Guarantors shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission as soon as practicable after the Closing Date, but in no event later than 120 90 days from after the date hereof (Closing Date, a Registration Statement under the “Filing Deadline”)Securities Act relating to the Exchange Notes and the Exchange Offer, (ii) use all commercially their reasonable best efforts to cause such Exchange Offer Registration Statement to become be declared effective no later than 210 on or prior to 180 days from after the date hereof (the “Effectiveness Deadline”)Closing Date, (iii) in connection with the foregoing, file (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it such Registration Statement to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings, if any, filings in connection with the registration and qualification of the Exchange Securities Notes to be made under the Blue Sky blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, Offer and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Securities Notes to be offered in exchange for the Offered Securities that are Transfer Restricted Securities and (ii) to permit resales of Exchange Securities Notes held by Broker-Dealers that tendered into the Exchange Offer Offered Securities that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Offered Securities acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) below.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by applicable law or Commission rule, regulation or policy (No later than 270 days after the procedures set forth in Section 6(a)(i) below have been complied with)Closing Date, the Company and the Guarantors shall (i) use all commercially reasonable efforts to file and cause the Exchange Offer Registration Statement to be filed with declared effective by the Commission no later than 120 days from the date hereof (the “Filing Deadline”)Commission, (ii) use all commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective no later than 210 days from the date hereof (the “Effectiveness Deadline”), (iii) in connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Act Statement, and (C) cause all necessary filings, if any, in connection with the registration and qualification of the Exchange Securities Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iviii) unless the Exchange Offer shall not be permitted by applicable law or Commission policy (after the procedures set forth in Section 6(a)(i) below have been complied with), upon the effectiveness of such Exchange Offer Registration Statement, commence and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Securities Notes to be offered in exchange for the Offered Securities Initial Notes that are Transfer Restricted Securities and (ii) resales of Exchange Securities Notes by Broker-Dealers that tendered into the Exchange Offer Offered Securities Initial Notes that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Offered Securities Initial Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) below.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by applicable federal law or Commission rule, regulation or policy (after the procedures set forth in Section 6(a)(i) below have been complied with), the Company Issuers and the Guarantors shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission no later than 120 on or prior to 210 days from after the date hereof Closing Date (such applicable filing deadline, the “Exchange Offer Filing Deadline”), (ii) use all commercially reasonable efforts to cause such Exchange Offer Registration Statement to become be declared effective no later than 210 by the Commission on or prior to 300 days from after the date hereof Closing Date (such 300th day being the “Exchange Offer Effectiveness Deadline”), (iii) in connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Act and (C) use all commercially reasonable efforts to cause all necessary filings, if any, in connection with the registration and qualification of the Initial Exchange Securities Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Initial Exchange Securities Notes to be offered in exchange for the Offered Securities Initial Notes that are Transfer Restricted Securities and (ii) resales of Initial Exchange Securities Notes by Broker-Dealers that tendered Initial Notes into the Exchange Offer Offered Securities that such Broker-Dealer acquired for its own account as a result of market-market making activities or other trading activities (other than Offered Securities Initial Notes acquired directly from the Company Issuers or any of its their respective Affiliates) as contemplated by Section 3(c) below.

Registered Exchange Offer. (a) Unless The Company and the Exchange Offer shall not be permitted by applicable law or Commission rule, regulation or policy (after the procedures set forth in Section 6(a)(i) below have been complied with), the Company Guarantors shall (i) cause use their commercially reasonable efforts to file with the Commission the Exchange Offer Registration Statement to be filed with the Commission no later than 120 days from the date hereof (the “Filing Deadline”), (ii) use all commercially reasonable efforts to on an appropriate form and cause such Exchange Offer Registration Statement to become effective no later than 210 days from the date hereof (the “Effectiveness Deadline”)effective, (iiiii) in connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Act Statement, and (C) cause all necessary filings, if any, in connection with the registration and qualification of the Exchange Securities Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iviii) unless the Exchange Offer shall not be permitted by applicable law or Commission policy (after the procedures set forth in Section 6(a)(i) below have been complied with), upon the effectiveness of such Exchange Offer Registration Statement, commence and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Securities Notes to be offered in exchange for the Offered Securities Initial Notes that are Transfer Restricted Securities and (ii) resales of Exchange Securities Notes by Broker-Dealers that tendered into the Exchange Offer Offered Securities Initial Notes that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Offered Securities Initial Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) below.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by permissible under applicable law or Commission rule, regulation or policy (after the procedures set forth in Section 6(a)(i6(a) below have been complied with), the Company and the Guarantors shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission as promptly as practicable after the Closing Date, but in no event later than 120 90 days from after the date hereof Closing Date, a Registration Statement under the Act relating to the Series B Notes (including the “Filing Deadline”)Subsidiary Guarantees) and the Exchange Offer, (ii) use all commercially reasonable efforts to cause such Exchange Offer Registration Statement to become be declared effective by the Commission as promptly as practicable, but in no event later than 210 180 days from after the date hereof Closing Date (which 180-day period shall be extended for a number of days equal to the “Effectiveness Deadline”number of business days, if any, the Commission is officially closed during such period), (iii) in connection with the foregoing, file (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it such Registration Statement to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Act and (C) cause all necessary filings, if any, filings in connection with the registration and qualification of the Exchange Securities Series B Notes (including the Subsidiary Guarantees) to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, Offer and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Securities Series B Notes (including the Subsidiary Guarantees) to be offered in exchange for the Offered Securities that are Transfer Restricted Securities and (ii) to permit resales of Exchange Securities Notes held by Broker-Dealers that tendered into the Exchange Offer Offered Securities that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Offered Securities acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) below.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by permissible under applicable law or Commission rule, regulation or policy (after the procedures set forth in Section 6(a)(i6(a) below hereof have been complied with), each of the Company and the Guarantors shall (i) cause file a Registration Statement filed under the Securities Act relating to the Exchange Securities and the Exchange Offer Registration Statement to be filed with the Commission no later than 120 on or prior to 15 days from after the date hereof that the Company would be obligated to file its Form 10-K for the year ended December 31, 2010 with the Commission if the Company were a non-accelerated filer subject to Sections 13 or 15(d) of the Exchange Act (the “10-K Filing DeadlineDate”), (ii) use all commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective as promptly as possible (unless it becomes effective automatically upon filing), but in no event later than 210 120 days from after the date hereof 10-K Filing Date (or if such 120th day is not a Business Day, the “Effectiveness Deadline”), next succeeding Business Day) and (iii) in connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it such Registration Statement to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A 430B under the Securities Act and (C) cause all necessary filings, if any, filings in connection with the registration and qualification of the Exchange Securities to be made under the Blue Sky state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Securities to be offered in exchange for the Offered Securities that are Transfer Restricted Securities and (ii) to permit resales of Exchange Initial Securities held by Broker-Dealers that tendered into the Exchange Offer Offered Securities that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Offered Securities acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) belowhereof.

Registered Exchange Offer. (a) Unless To the Exchange Offer shall extent not be permitted prohibited by any applicable law or Commission rule, regulation or policy (after the procedures set forth in Section 6(a)(i) below have been complied with)policy, the Company and the Guarantors shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission no later than 120 days from the 180th day after the initial issuance of the Initial Notes (such date hereof (being the “Filing Deadline”), (ii) use all commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective no later than 210 270 days from after the date hereof Filing Deadline (such 270th day being the “Effectiveness Deadline”), (iii) in connection with the foregoing, use all commercially reasonable efforts to (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Act Statement, and (C) cause all necessary filings, if any, in connection with the registration and qualification of the Exchange Securities Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, provided, however, that neither the Company nor any Guarantor shall be required to take any action that would subject them to general service of process or taxation in any jurisdiction where they are not already subject, and (iv) unless the Exchange Offer shall not be permitted by applicable law or Commission policy (after the procedures set forth in Section 6(a)(i) below have been complied with), upon the effectiveness of such Exchange Offer Registration Statement, commence and use all commercially reasonable efforts to Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Securities Notes to be offered in exchange for the Offered Securities Initial Notes that are Transfer Restricted Securities and (ii) resales of Exchange Securities Notes by Broker-Dealers that tendered into the Exchange Offer Offered Securities Initial Notes that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Offered Securities Initial Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) below.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by permissible under applicable law or Commission rule, regulation or policy (after the procedures set forth in Section 6(a)(i6(a) below hereof have been complied with)) or there are no Transfer Restricted Securities outstanding, each of the Company and the Guarantors shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission as soon as practicable after the Closing Date, but in no event later than 120 180 days from after the date hereof Closing Date (or if such 180th day is not a Business Day, the “Filing Deadline”next succeeding Business Day), a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer, (ii) use all commercially its reasonable best efforts to cause such Exchange Offer Registration Statement to become effective at the earliest possible time, but in no event later than 210 240 days from after the date hereof Closing Date (or if such 240th day is not a Business Day, the “Effectiveness Deadline”next succeeding Business Day), (iii) in connection with the foregoing, file (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it such Registration Statement to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings, if any, in connection with the registration and qualification of the Exchange Securities to be made under the Blue Sky state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Securities to be offered in exchange for the Offered Securities that are Transfer Restricted Securities and (ii) to permit resales of Exchange Initial Securities held by Broker-Dealers that tendered into the Exchange Offer Offered Securities that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Offered Securities acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) belowhereof.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by applicable federal law or policy of the Commission rule, regulation or policy (after the procedures set forth in Section 6(a)(i) below have been complied with), the Company Issuers shall use all commercially reasonable efforts to (i) cause the Exchange Offer Registration Statement to be filed with the Commission no later than 120 days from on or prior to the date hereof that is 90 days after the Closing Date (such 90th day being the “Filing Deadline”"FILING DEADLINE"), (ii) use all commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective no later than 210 days from on or prior to the date hereof that is 180 days after the Closing Date (such 180th day being the “Effectiveness Deadline”"EFFECTIVENESS DEADLINE"), (iii) in connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Act and (C) cause all necessary filings, if any, in connection with the registration and qualification of the Exchange Securities Series B Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, use all commercially reasonable efforts to commence and Consummate the Exchange OfferOffer within 30 days. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Securities Series B Notes to be offered in exchange for the Offered Securities Series A Notes that are Transfer Restricted Securities and (ii) to permit resales of Exchange Securities Series B Notes by any Broker-Dealers Dealer that tendered into the Exchange Offer Offered Securities for Series A Notes that such Broker-Dealer acquired for its own account as a result of market-market making activities or other trading activities (other than Offered Securities Series A Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) below.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by permissible under applicable law or Commission rule, regulation or policy (after the procedures set forth in Section 6(a)(i6(a) below hereof have been complied with), the Company shall Issuer shall, at its cost, (i) cause the Exchange Offer Registration Statement to be filed with the Commission no later sufficiently promptly so as to avoid a Registration Default with respect to the Exchange Offer, a Registration Statement under the Securities Act relating to the Exchange Securities (other than 120 days Transfer Restricted Securities acquired by any Broker-Dealer directly from the date hereof Issuer) and the Exchange Offer (the “Filing DeadlineExchange Offer Registration Statement”), (ii) use all its commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective no later than 210 days from under the date hereof (Securities Act sufficiently promptly so as to avoid a Registration Default with respect to the “Effectiveness Deadline”)Exchange Offer, (iii) in connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it such Exchange Offer Registration Statement to become effective, (B) file, if applicable, file a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings, if any, filings in connection with the registration and qualification of the Exchange Securities to be made under the Blue Sky state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, promptly commence and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Securities to be offered in exchange for the Offered Securities that are Transfer Restricted Securities (other than Transfer Restricted Securities acquired by any Broker-Dealer directly from the Issuer) and (ii) to permit resales of Exchange Transfer Restricted Securities held by Broker-Dealers that tendered into the Exchange Offer Offered Securities that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Offered Securities acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) belowhereof.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by applicable federal law or Commission rule, regulation or policy (after the procedures set forth in Section 6(a)(i) below have been complied with), the Company and the Subsidiary Guarantors shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission no later than 120 Commission, on or prior to 60 days from after the date hereof (Closing Date, the “Filing Deadline”)Exchange Offer Registration Statement, (ii) use all commercially their reasonable best efforts to cause such Exchange Offer Registration Statement to become effective at the earliest possible time, but in no event later than 210 150 days from after the date hereof (the “Effectiveness Deadline”)Closing Date, (iii) in connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it such Exchange Offer Registration Statement to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Act and (C) cause all necessary filings, if any, in connection with the registration and qualification of the Exchange Securities Series B Senior Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, Offer and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Securities Series B Senior Notes to be offered in exchange for the Offered Securities Series A Senior Notes that are Transfer Restricted Securities and (ii) resales to permit sales of Exchange Broker-Dealer Transfer Restricted Securities by Restricted Broker-Dealers that tendered into the Exchange Offer Offered Securities that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Offered Securities acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) below.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by permissible under applicable law or Commission rule, regulation or policy (after the procedures set forth in Section 6(a)(i6(a) below hereof have been complied with), the Company shall and the Guarantors shall, at their cost, (i) cause the Exchange Offer Registration Statement to be filed with the Commission no later sufficiently promptly so as to avoid a Registration Default with respect to the Exchange Offer, a Registration Statement under the Securities Act relating to the Exchange Securities (other than 120 days Transfer Restricted Securities acquired by any Broker-Dealer directly from the date hereof Company) and the Exchange Offer (the “Filing DeadlineExchange Offer Registration Statement”), (ii) use all their commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective no later than 210 days from under the date hereof (Securities Act sufficiently promptly so as to avoid a Registration Default with respect to the “Effectiveness Deadline”)Exchange Offer, (iii) in connection with the foregoing, file (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it such Exchange Offer Registration Statement to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings, if any, filings in connection with the registration and qualification of the Exchange Securities to be made under the Blue Sky state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, promptly commence and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Securities to be offered in exchange for the Offered Securities that are Transfer Restricted Securities (other than Transfer Restricted Securities acquired by any Broker-Dealer directly from the Company) and (ii) to permit resales of Exchange Transfer Restricted Securities held by Broker-Dealers that tendered into the Exchange Offer Offered Securities that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Offered Securities acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) belowhereof.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by permissible under applicable law or Commission rule, regulation or policy (after the procedures set forth in Section 6(a)(i6(a) below have been complied with), the Company and the Guarantors shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission no later than 120 days from on or before the date hereof (120th day after the “Filing Deadline”)Closing Date, a Registration Statement under the Act relating to the Exchange Notes, the Subsidiary Guarantees and the Exchange Offer, (ii) use all commercially their reasonable best efforts to cause such Exchange Offer Registration Statement to become effective no later than 210 days from on or before the date hereof (180th day after the “Effectiveness Deadline”)Closing Date, (iii) in connection with the foregoing, file (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it such Registration Statement to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Act and (C) subject to the proviso in Section 6(c)(xi) hereof, cause all necessary filings, if any, filings in connection with the registration and qualification of the Exchange Securities Notes and the Subsidiary Guarantees to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange OfferOffer to be Consummated, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence commence, and Consummate within the time periods contemplated by Section 3(b) hereof Consummate, the Exchange Offer. The Exchange Offer Registration Statement shall be on the appropriate form under the Act permitting (i) registration of the Exchange Securities Notes to be offered in exchange for the Offered Securities Initial Notes that are Transfer Restricted Securities and (ii) permitting resales of the Exchange Securities Notes held by Broker-Dealers that tendered into the Exchange Offer Offered Securities Initial Notes that such Broker-Dealer Dealers acquired for its their own account as a result of market-making activities or other trading activities (other than Offered Securities Initial Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) below.

Registered Exchange Offer. (a) Unless To the Exchange Offer shall extent not be permitted prohibited by any applicable law or Commission rule, regulation or policy (and after the procedures set forth in Section 6(a)(i) below have been complied with), the Company shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission as soon as practicable after the Closing Date, but in no event later than 120 days from after the date hereof Closing Date (such 120th day being the “Filing Deadline”"FILING DEADLINE"), (ii) use all its commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective at the earliest possible time, but in no event later than 210 180 days from after the date hereof Closing Date (such 180th day being the “Effectiveness Deadline”"EFFECTIVENESS DEADLINE"), (iii) in connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Act and (C) cause all necessary filings, if any, in connection with the registration and qualification of the Exchange Securities Series B Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer (provided that in no event shall the Company be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action that would subject it to service of process in suits, other than those arising out of the Exchange Offer, in any jurisdiction where it is not now so subject), and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Securities Series B Notes to be offered in exchange for the Offered Securities Series A Notes that are Transfer Restricted Securities and (ii) resales of Exchange Securities Series B Notes by Broker-Dealers that tendered into the Exchange Offer Offered Securities Series A Notes that such Broker-Dealer acquired for its own account as a result of market-market making activities or other trading activities (other than Offered Securities Series A Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) below.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by permissible under applicable law or Commission rule, regulation or policy (after the procedures set forth in Section 6(a)(i6(a) below hereof have been complied with), the Company shall Issuers and the Guarantors shall, at their cost, (i) cause the Exchange Offer Registration Statement to be filed with the Commission no later sufficiently promptly so as to avoid a Registration Default with respect to the Exchange Offer, a Registration Statement under the Securities Act relating to the Exchange Securities (other than 120 days Transfer Restricted Securities acquired by any Broker-Dealer directly from the date hereof Issuers) and the Exchange Offer (the “Filing DeadlineExchange Offer Registration Statement”), (ii) use all their commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective no later than 210 days from under the date hereof (Securities Act sufficiently promptly so as to avoid a Registration Default with respect to the “Effectiveness Deadline”)Exchange Offer, (iii) in connection with the foregoing, file (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it such Exchange Offer Registration Statement to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings, if any, filings in connection with the registration and qualification of the Exchange Securities to be made under the Blue Sky state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, promptly commence and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Securities to be offered in exchange for the Offered Securities that are Transfer Restricted Securities (other than Transfer Restricted Securities acquired by any Broker-Dealer directly from the Issuers) and (ii) to permit resales of Exchange Transfer Restricted Securities held by Broker-Dealers that tendered into the Exchange Offer Offered Securities that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Offered Securities acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) belowhereof.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by permissible under applicable law or Commission rule, regulation or policy (after assuming the procedures set forth in Section 6(a)(i6(a) below have been hereof will be complied with, as applicable), or there are no Initial Securities outstanding, each of the Company and the Guarantors shall (i) use its commercially reasonable efforts to cause the Exchange Offer Registration Statement to be filed with the Commission no later than 120 days from Commission, a Registration Statement under the date hereof (Securities Act relating to the “Filing Deadline”)Exchange Securities and the Exchange Offer, (ii) use all its commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective no later than 210 days from the date hereof (the “Effectiveness Deadline”)effective, (iii) in connection with the foregoing, file (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it such Registration Statement to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings, if any, filings in connection with the registration and qualification of the Exchange Securities to be made under the Blue Sky state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and Consummate the Exchange Offer. The Exchange Offer Offer, if required pursuant to this Section 3(a), shall be on the appropriate form permitting (i) registration of the Exchange Securities to be offered in exchange for the Offered Securities that are Transfer Restricted Initial Securities and (ii) to permit resales of Exchange Initial Securities held by Broker-Dealers that tendered into the Exchange Offer Offered Securities that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Offered Securities acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) belowhereof.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by applicable federal law or Commission rule, regulation or policy (after the procedures set forth in Section 6(a)(i) below have been complied with), the Company shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission no later than 120 days from after the date hereof Closing Date (such 120th day being the “Filing Deadline”"FILING DEADLINE"), (ii) use all commercially reasonable their best efforts to cause such Exchange Offer Registration Statement to become effective no later than 210 180 days from after the date hereof Closing Date (such 180th day being the “Effectiveness Deadline”"EFFECTIVENESS DEADLINE"), (iii) in connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Act and (C) cause all necessary filings, if any, in connection with the registration and qualification of the Exchange Securities Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and use all commercially reasonable efforts to Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (iI) registration of the Exchange Securities Notes to be offered in exchange for the Offered Securities Notes that are Transfer Restricted Securities and (iiII) resales of Exchange Securities Notes by Broker-Dealers that tendered into the Exchange Offer Offered Securities Notes that such Broker-Dealer acquired for its own account as a result of market-market making activities or other trading activities (other than Offered Securities Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) below.

Registered Exchange Offer. (a) Unless If the Exchange Offer shall restrictive legend on the Initial Securities is not be permitted removed and an unrestricted CUSIP number is not provided with respect to the Initial Securities (in each case, other than with respect to Persons that are Affiliates of the Company) and the Initial Securities are not freely tradeable pursuant to Rule 144 under the Securities Act (by applicable law or Commission rule, regulation or policy (Persons other than Affiliates of the Issuers) as of the 366th day after the procedures set forth in Section 6(a)(i) below have been complied with)Closing Date, each of the Company shall Issuers and the Guarantors shall, at their cost, (i) cause to be filed with the Commission, an Exchange Offer Registration Statement under the Securities Act relating to the Exchange Securities (other than Transfer Restricted Securities acquired by any Broker-Dealer directly from the Issuers) and the Exchange Offer, (ii) use their reasonable best efforts (which shall include the filing of all necessary amendments to such Registration Statement) to cause the Exchange Offer Registration Statement to be filed with declared effective by the Commission no later than 120 days from the date hereof (the “Filing Deadline”), (ii) use all commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective no later than 210 days from the date hereof (the “Effectiveness Deadline”), and (iii) in connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Act and (C) cause all necessary filings, if any, in connection with the registration and qualification of the Exchange Securities to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such the Exchange Offer Registration Statement, promptly commence and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Securities to be offered in exchange for the Offered Securities that are Transfer Restricted Securities (other than Transfer Restricted Securities acquired by any Broker-Dealer directly from the Issuers) and (ii) to permit resales of Exchange Initial Securities held by Broker-Dealers that tendered into the Exchange Offer Offered Securities that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Offered Securities acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) belowhereof; provided, however, that if prior to the time that the Exchange Offer is Consummated the Initial Securities become freely tradeable pursuant to Rule 144 under the Securities Act (by Persons other than Affiliates of the Issuers), then the obligations of the Issuers and the Guarantors under this Section 3(a) shall cease and be of no further force and effect.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by permissible under applicable law or Commission rule, regulation or policy (after the procedures set forth in Section 6(a)(i6(a) below hereof have been complied with), each of the Company and the Guarantors shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission as soon as practicable after the Closing Date, but in no event later than 120 180 days from after the date hereof Closing Date (or if such 180th day is not a Business Day, the “Filing Deadline”next succeeding Business Day), a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer, (ii) use all commercially its reasonable best efforts to cause such Exchange Offer Registration Statement to become be declared effective by the Commission at the earliest possible time, but in no event later than 210 325 days from after the date hereof Closing Date (or if such 325th day is not a Business Day, the “Effectiveness Deadline”next succeeding Business Day), (iii) in connection with the foregoing, file (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it such Exchange Offer Registration Statement to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings, if any, filings in connection with the registration and qualification of the Exchange Securities to be made under the Blue Sky state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and Consummate the Exchange OfferOffer to issue the Exchange Notes. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Securities to be offered in exchange for the Offered Securities that are Transfer Restricted Securities and (ii) to permit resales of Exchange Initial Securities held by Broker-Dealers that tendered into the Exchange Offer Offered Securities that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Offered Securities acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) belowhereof.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by permissible under applicable law or Commission rule, regulation or policy (after the procedures set forth in Section 6(a)(i6(a) below hereof have been complied with), each of the Company and the Guarantors shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission as soon as reasonably practicable after the Closing Date, but in no event later than 120 180 days from after the date hereof Closing Date (or if such 180th day is not a Business Day, the “Filing Deadline”next succeeding Business Day), a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer, (ii) use all its commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective at the earliest possible time, but in no event later than 210 270 days from after the date hereof Closing Date (or if such 270th day is not a Business Day, the next succeeding Business Day) (the “Effectiveness DeadlineTarget Date”), (iii) in connection with the foregoing, file (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it such Registration Statement to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings, if any, filings in connection with the registration and qualification of the Exchange Securities to be made under the Blue Sky state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Securities to be offered in exchange for the Offered Securities that are Transfer Restricted Securities and (ii) to permit resales of Exchange Initial Securities held by Broker-Dealers that tendered into the Exchange Offer Offered Securities that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Offered Securities acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) belowhereof.

Registered Exchange Offer. (a) Unless the Company shall reasonably determine that it is not permitted to file the Exchange Offer shall Registration Statement or to Consummate the Exchange Offer because the Exchange Offer is not be permitted by applicable law or Commission rulepolicy, regulation or policy (after subject to the procedures requirements set forth in Section 6(a)(i6(a) below have been complied with)hereof, the Company shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission as soon as practicable after the Closing Date, but in no event later than 120 days from after the date hereof Closing Date (or if such 120th day is not a Business Day, the “Filing Deadline”next succeeding Business Day), a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer, (ii) use all commercially reasonable its best efforts to cause such Exchange Offer Registration Statement to become effective at the earliest possible time, but in no event later than 210 180 days from after the date hereof Closing Date (or if such 180th day is not a Business Day, the “Effectiveness Deadline”next succeeding Business Day), (iii) in connection with the foregoing, file (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it such Registration Statement to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings, if any, filings in connection with the registration and qualification of the Exchange Securities to be made under the Blue Sky state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Securities to be offered in exchange for the Offered Securities that are Transfer Restricted Securities and (ii) to permit resales of Exchange Initial Securities held by Broker-Dealers that tendered into the Exchange Offer Offered Securities that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Offered Securities acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) belowhereof.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by permissible under applicable law or Commission rule, regulation or policy (after the procedures set forth in Section 6(a)(i) below hereof have been complied with), or there are no Transfer Restricted Securities outstanding, the Company shall and the Guarantors shall, as soon as practicable after the Closing Date, (i) cause the Exchange Offer Registration Statement to be filed with the Commission no later than 120 days from the date hereof (the “Filing Deadline”)Commission, (ii) use all commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective no later than 210 days from the date hereof (the “Effectiveness Deadline”)effective, (iii) in connection with the foregoing, use commercially reasonable efforts to (A) file all pre-effective preeffective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings, if any, in connection with the registration and qualification of the Exchange Securities to be made under the Blue Sky state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, provided, however, that neither the Company nor any Guarantor shall be required to take any action that would subject them to general service of process or taxation in any jurisdiction where they are not already subject, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and Consummate the Exchange Offer. Each of the Company and the Guarantors shall use commercially reasonable efforts to Consummate the Exchange Offer as soon as practicable after the Closing Date, but in any event not later than 180 days following the Closing Date (such 180th day being the “Exchange Date”). The Exchange Offer Offer, if required pursuant to this Section 3(a), shall be on the appropriate form permitting (i) registration of the Exchange Securities to be offered in exchange for the Offered Securities that are Transfer Restricted Securities and (ii) to permit resales of Exchange Initial Securities held by Broker-Dealers that tendered into the Exchange Offer Offered Securities that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Offered Securities acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) belowhereof.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by permissible under applicable law or Commission rule, regulation or policy (after the procedures set forth in Section 6(a)(i) below have been complied with)policy, the Company shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission as soon as practicable after the Closing Date, but in no event later than 120 days from after the date hereof (Closing Date, a Registration Statement under the “Filing Deadline”)Securities Act relating to the Exchange Notes and the Exchange Offer, (ii) use all commercially its reasonable best efforts to cause such Exchange Offer Registration Statement to become effective at the earliest possible time, but in no event later than 210 270 days from after the date hereof (the “Effectiveness Deadline”)Closing Date, (iii) in connection with the foregoing, file (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it such Registration Statement to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings, if any, filings in connection with the registration and qualification of the Exchange Securities Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, provided, however, that the Company shall not be required in connection therewith to register or qualify as a foreign corporation, foreign limited liability company or other foreign entity where it is not then so qualified or take any action that would subject it to taxation or require it to file a general consent to service for process in any jurisdiction where it is not then so subject, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Securities Notes to be offered in exchange for the Offered Securities that are Transfer Restricted Securities and (ii) to permit resales of Exchange Securities Notes held by Broker-Dealers that tendered into the Exchange Offer Offered Securities that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Offered Securities acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) below.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by permissible under applicable law or Commission rule, regulation or policy (after the procedures set forth in Section 6(a)(i6(a) below hereof have been complied with), the Company shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission no later than 120 days from the date hereof (the “Filing Deadline”), (ii) will use all its commercially reasonable efforts to cause such a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer Registration Statement to become effective as soon as reasonably practicable, but in no event later than 210 310 days from after the date hereof Closing Date (or if such 310th day is not a Business Day, the “Effectiveness Deadline”next succeeding Business Day), (iiiii) in connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it such Registration Statement to become effective, (B) file, file if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings, if any, filings in connection with the registration and qualification of the Exchange Securities to be made under the Blue Sky state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange OfferOffer (provided, however, that the Company shall not be required to register or qualify as a foreign corporation where it is not then so qualified or to take any action that would subject it to the service of process in suits or to taxation, other than as to matters and transactions relating to the Registration Statement, in any jurisdiction where it is not then so subject), and (iviii) upon the effectiveness of such Exchange Offer Registration Statement, commence and Consummate the Exchange Offer. The Exchange Offer Registration Statement shall be on the appropriate form permitting (i) registration of the Exchange Securities to be offered in exchange for the Offered Securities that are Transfer Restricted Securities and (ii) to permit resales of Exchange Securities held by Broker-Dealers that tendered into the Exchange Offer Offered Securities that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Offered Securities acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) belowhereof.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by applicable law or Commission rule, regulation or policy (No later than 365 days after the procedures set forth in Section 6(a)(i) below have been complied with)Closing Date, the Company Issuers and the Guarantor shall (i) use all commercially reasonable efforts to file and cause the Exchange Offer Registration Statement to be filed with declared effective by the Commission no later than 120 days from the date hereof (the “Filing Deadline”)Commission, (ii) use all commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective no later than 210 days from the date hereof (the “Effectiveness Deadline”), (iii) in connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Act Statement, and (C) cause all necessary filings, if any, in connection with the registration and qualification of the Exchange Securities Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iviii) unless the Exchange Offer shall not be permitted by applicable law or Commission policy (after the procedures set forth in Section 6(a)(i) below have been complied with), upon the effectiveness of such Exchange Offer Registration Statement, commence and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Securities Notes to be offered in exchange for the Offered Securities Initial Notes that are Transfer Restricted Securities and (ii) resales of Exchange Securities Notes by Broker-Dealers that tendered into the Exchange Offer Offered Securities Initial Notes that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Offered Securities Initial Notes acquired directly from the Company Issuers or any of its their Affiliates) as contemplated by Section 3(c) below.

Registered Exchange Offer. (a) Unless If, in the reasonable opinion of the Company after consultation with counsel, (i) the Registered Exchange Offer shall not then be permitted by permissible under applicable law and (ii) a Registration Statement (the "Exchange Offer Registration Statement") with respect to the Series F Preferred Stock or Commission ruleClass F Subordinated Debentures, regulation or policy (as applicable, can be filed after the procedures set forth in Section 6(a)(i) below have been complied with)initial sale of Series E Preferred Stock pursuant hereto, the Company shall (ia) cause the Exchange Offer Registration Statement to be filed with the Commission no later than 120 days from after the date hereof (Closing Date a Registration Statement under the “Filing Deadline”)Act relating to the Series F Preferred Stock or Class F Subordinated Debentures, as applicable, (iib) use all commercially its reasonable best efforts to cause such Exchange Offer Registration Statement to become effective no later than 210 days from at the date hereof (the “Effectiveness Deadline”)earliest possible time thereafter, (iiic) in connection with the foregoing, (A1) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it such Exchange Offer Registration Statement to become effective, (B2) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Act Act, and (C3) use its reasonable best efforts to cause all necessary filings, if any, filings in connection with the registration and qualification of the Exchange Securities Series F Preferred Stock or Class F Subordinated Debentures, as applicable, to be made registered under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Registered Exchange Offer, and (ivd) upon the effectiveness of such Exchange Offer Registration Statement, commence and Consummate the Registered Exchange Offer. The Registered Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Securities Series F Preferred Stock or Class F Subordinated Debentures, as applicable, to be offered in exchange for the Offered Securities that are Transfer Restricted Securities and (ii) resales of Exchange Securities by Broker-Dealers that tendered into the Exchange Offer Offered Securities that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Offered Securities acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) belowSecurities.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by applicable federal law or policy of the Commission rule, regulation or policy (after the procedures set forth in Section 6(a)(i) below have been complied with), the Company shall use all commercially reasonable efforts to (i) cause the Exchange Offer Registration Statement to be filed with the Commission no later than 120 days from on or prior to the date hereof that is 90 days after the Closing Date (such 90th day being the “Filing Deadline”"FILING DEADLINE"), (ii) use all commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective no later than 210 days from on or prior to the date hereof that is 180 days after the Closing Date (such 180th day being the “Effectiveness Deadline”"EFFECTIVENESS DEADLINE"), (iii) in connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Act and (C) cause all necessary filings, if any, in connection with the registration and qualification of the Exchange Securities Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, use all commercially reasonable efforts to commence and Consummate the Exchange OfferOffer within 30 days. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Securities Notes to be offered in exchange for the Offered Securities Initial Notes that are Transfer Restricted Securities and (ii) to permit resales of Exchange Securities Notes by any Broker-Dealers Dealer that tendered into the Exchange Offer Offered Securities for Initial Notes that such Broker-Dealer acquired for its own account as a result of market-market making activities or other trading activities (other than Offered Securities Initial Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) below.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by applicable federal law or Commission rule, regulation or policy (after the procedures set forth in Section 6(a)(i) below have been complied with), the Company and the Guarantors shall (i) use all commercially reasonable efforts to cause the Exchange Offer Registration Statement to be filed with the Commission no later than 120 90 days from after the date hereof (Closing Date, the “Filing Deadline”)Exchange Offer Registration Statement, (ii) use all commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective no later than 210 180 days from after the date hereof (the “Effectiveness Deadline”)Closing Date, (iii) in connection with the foregoing, use all commercially reasonable efforts to (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be reasonably necessary in order to cause it such Exchange Offer Registration Statement to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Act and (C) cause all necessary filingsfilings which to the knowledge of the Company and the Guarantors are reasonably necessary, if any, in connection with the registration and qualification of the Exchange Securities Series B Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, use all commercially reasonable efforts to commence and Consummate the Exchange OfferOffer within 30 Business Days of such effectiveness. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Securities Series B Notes to be offered in exchange for the Offered Securities Series A Notes that are Transfer Restricted Securities and (ii) resales to permit sales of Exchange Broker-Dealer Transfer Restricted Securities by Restricted Broker-Dealers that tendered into the Exchange Offer Offered Securities that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Offered Securities acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) below.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by applicable law or Commission rule, regulation or policy (after the procedures set forth in Section 6(a)(i) below have been complied with), the Company shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission no later than 120 days from the date hereof May 16, 2012 (the “Filing Deadline”), (ii) use all commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective no later than 210 days from the date hereof August 14, 2012 (the “Effectiveness Deadline”), (iii) in connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Act and (C) cause all necessary filings, if any, in connection with the registration and qualification of the Exchange Securities to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Securities to be offered in exchange for the Offered Securities that are Transfer Restricted Securities and (ii) resales of Exchange Securities by Broker-Dealers that tendered into the Exchange Offer Offered Securities that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Offered Securities acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) below.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by applicable federal law or Commission rule, regulation or policy (after the procedures set forth in Section 6(a)(i) below have been complied with)) or the policies, rules or regulations of the Commission, the Company shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission no later than 120 days from the date hereof (the “Filing Deadline”)Commission, (ii) use all its commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective no later than 210 days from at the date hereof (the “Effectiveness Deadline”)earliest possible time, (iii) in connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings, if any, in connection with the registration and qualification of the Exchange Securities Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon as soon as practicable following the effectiveness of such Exchange Offer Registration Statement, use its commercially reasonable efforts to commence and Consummate the Exchange Offer, but in no event later than 270 days after the date hereof. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Securities Notes to be offered in exchange for the Offered Securities Initial Notes that are Transfer Restricted Securities and (ii) resales of Exchange Securities Notes by Broker-Dealers that tendered into the Exchange Offer Offered Securities Initial Notes that such Broker-Dealer acquired for its own account as a result of market-market making activities or other trading activities (other than Offered Securities Initial Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) below.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by permissible under applicable law or Commission rule, regulation or policy (after the procedures set forth in Section 6(a)(i6(a) below hereof have been complied with), or there are no Transfer Restricted Securities outstanding, each of the Company and the Guarantors shall use its reasonable best efforts to (i) cause the Exchange Offer Registration Statement to be filed with the Commission no later than 120 days from Commission, a Registration Statement under the date hereof (Securities Act relating to the “Filing Deadline”)Exchange Securities and the Exchange Offer, (ii) use all commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective no later than 210 days from the date hereof (the “Effectiveness Deadline”)effective, (iii) in connection with the foregoing, file (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it such Registration Statement to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A 430B under the Securities Act and (C) cause all necessary filings, if any, filings in connection with the registration and qualification of the Exchange Securities to be made under the Blue Sky state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence the Exchange Offer. Each of the Company and the Guarantors shall use its reasonable best efforts to Consummate the Exchange OfferOffer not later than 365 days following the Closing Date (or if such 365th day is not a Business Day, the next succeeding Business Day) (the “Exchange Date”). The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Securities to be offered in exchange for the Offered Securities that are Transfer Restricted Securities and (ii) to permit resales of Exchange Transfer Restricted Securities held by Broker-Dealers that tendered into the Exchange Offer Offered Securities that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Offered Securities acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) belowhereof.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by permissible under applicable law or Commission rule, regulation or policy (after the procedures set forth in Section 6(a)(i6(a) below hereof have been complied with), the Company and the Guarantors shall (i) use their commercially reasonable efforts to cause the Exchange Offer Registration Statement to be filed with the Commission no later than 120 days from after the date hereof (Issue Date, a Registration Statement under the “Filing Deadline”)Securities Act relating to the Exchange Notes and the Exchange Offer, (ii) use all their commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective no not later than 210 270 days from after the date hereof (the “Effectiveness Deadline”)Issue Date, (iii) in connection with the foregoing, file (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it such Registration Statement to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings, if any, filings in connection with the registration and qualification of the Exchange Securities Notes to be made under the Blue Sky state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the offer and issuance of the Exchange Securities Notes to be offered in exchange for the Offered Securities Initial Notes that are Transfer Restricted Securities and (ii) resales of Exchange Notes by Broker Dealers who currently hold Transfer Restricted Securities by Broker-Dealers and that tendered into the Exchange Offer Offered Securities that such Broker-Dealer were acquired for its their own account as a result of market-market making activities or other trading activities (other than Offered Securities Initial Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) below.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by applicable federal law or policy of the Commission rule, regulation or policy (after the procedures set forth in Section 6(a)(i5(a)(i) below have been complied with), the Company shall use all commercially reasonable efforts to (i) cause the Exchange Offer Registration Statement to be filed with the Commission no later than on or prior to the date that is 120 days from after the date hereof Closing Date (such 120th day being the “Filing Deadline”), (ii) use all commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective no later than 210 days from on or prior to the date hereof that is 240 days after the Closing Date (such 240th day being the “Effectiveness Deadline”), (iii) in connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Act and (C) cause all necessary filings, if any, in connection with the registration and qualification of the Exchange Securities Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, use all commercially reasonable efforts to commence and Consummate the Exchange OfferOffer within 30 days. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Securities Notes to be offered in exchange for the Offered Securities Initial Notes that are Transfer Restricted Securities and (ii) to permit resales of Exchange Securities Notes by any Broker-Dealers Dealer that tendered into the Exchange Offer Offered Securities for Initial Notes that such Broker-Dealer acquired for its own account as a result of market-market making activities or other trading activities (other than Offered Securities Initial Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) below.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by applicable law or Commission rule, regulation or policy (after the procedures set forth in Section 6(a)(i) below have been complied with), the Company shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission no later than 120 365 days from the date hereof (the “Filing Deadline”), (ii) use all commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective no later than 210 365 days from the date hereof (the “Effectiveness Deadline”), (iii) in connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Act and (C) cause all necessary filings, if any, in connection with the registration and qualification of the Exchange Securities to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Securities to be offered in exchange for the Offered Securities that are Transfer Restricted Securities and (ii) resales of Exchange Securities by Broker-Dealers that tendered into the Exchange Offer Offered Securities that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Offered Securities acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) below.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by applicable law or Commission rulerules, regulation regulations or policy (after policies of the procedures set forth in Section 6(a)(i) below have been complied with)SEC, the Company Parent shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission SEC no later than 120 90 days from after the date hereof (such 90th day being the “"Exchange Offer Filing Deadline”"), (ii) use all commercially reasonable their respective best efforts to cause such Exchange Offer Registration Statement to become effective as promptly as possible, but in no event later than 210 days from after the date hereof (such 210th day being the “"Exchange Offer Effectiveness Deadline”Target Date"), (iii) in connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it to become effective, (B) file, if applicable, applicable a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Act and (C) cause all necessary filings, if any, in connection with the registration and qualification of the Exchange Securities New Preferred Stock to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer; PROVIDED, THAT the Parent shall not be required to register or qualify as a foreign corporation where it is not now so qualified or to take any action that would subject it to the service of process in suits or to taxation in any jurisdiction where it is not now so subject, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, use its best efforts to commence and Consummate the Exchange Offer. The Exchange Offer Registration Statement shall be on the appropriate form permitting (i) registration of the Exchange Securities New Preferred Stock to be offered in exchange for the Offered Securities Senior Preferred Stock that are Transfer Restricted Securities and (ii) resales of Exchange Securities New Preferred Stock by Broker-Dealers that tendered into the Exchange Offer Offered Securities Senior Preferred Stock that such Broker-Dealer acquired for its own account as a result of market-market making activities or other trading activities (other than Offered Securities Senior Preferred Stock acquired directly from the Company parent or any of its AffiliatesAffiliate thereof) as contemplated by Section 3(c5.01(c) below.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by permissible under applicable law or Commission rule, regulation or policy (after the procedures set forth in Section 6(a)(i6(a) below hereof have been complied with), or there are no Transfer Restricted Securities outstanding, each of the Company and the Guarantors shall (i) use its reasonable best efforts to cause to be filed with the Commission, the Exchange Offer Registration Statement to be filed with the Commission no later than 120 days from the date hereof (the “Filing Deadline”)Date, (ii) use all commercially its reasonable best efforts to cause such Exchange Offer Registration Statement to become effective no later than 210 days from the date hereof (the “Effectiveness Deadline”)effective, (iii) in connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it such Registration Statement to become effective, (B) file, if applicable, file a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings, if any, filings in connection with the registration and qualification of the Exchange Securities to be made under the Blue Sky state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and Consummate the Exchange Offer. Each of the Company and the Guarantors shall use its reasonable best efforts to Consummate the Exchange Offer no later than the Exchange Date. The Exchange Offer Registration Statement shall be on the appropriate form permitting (i) registration of the Exchange Securities to be offered in exchange for the Offered Securities that are Transfer Restricted Securities and (ii) to permit resales of Exchange Transfer Restricted Securities held by Broker-Dealers that tendered into the Exchange Offer Offered Securities that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Offered Securities acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) belowhereof.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by applicable law or Commission rule, regulation or policy (after the procedures set forth in Section 6(a)(i) below have been complied with), the Company shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission no later than 120 90 days from after the date hereof Closing Date (such 90th day being the “Filing Deadline”"FILING DEADLINE"), (ii) use all commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective no later than 210 180 days from after the date hereof Closing Date (such 180th day being the “Effectiveness Deadline”"EFFECTIVENESS DEADLINE"), (iii) in connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Act and (C) cause all necessary filings, if any, in connection with the registration and qualification of the Exchange Securities Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Securities Notes to be offered in exchange for the Offered Securities Initial Notes that are Transfer Restricted Securities and (ii) resales of Exchange Securities Notes by Broker-Dealers that tendered into the Exchange Offer Offered Securities Initial Notes that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Offered Securities Initial Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) below.. 2

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by applicable law or Commission rule, regulation or policy (after the procedures set forth in Section 6(a)(i) below have been complied with), the Company shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission no later than 120 90 days from after the date hereof Closing Date (such 90th day being the “Filing Deadline”"FILING DEADLINE"), (ii) use all commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective no later than 210 180 days from after the date hereof Closing Date (such 180th day being the “Effectiveness Deadline”"EFFECTIVENESS DEADLINE"), (iii) in connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Act and (C) cause all necessary filings, if any, in connection with the registration and qualification of the Exchange Securities to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Securities to be offered in exchange for the Offered Securities that are Transfer Restricted Securities and (ii) resales of Exchange Securities by Broker-Dealers that tendered into the Exchange Offer Offered Securities that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Offered Securities acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) below.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by applicable federal law or Commission rule, regulation or policy (after the procedures set forth in Section 6(a)(i) below have been complied with), the Company and the Subsidiary Guarantors shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission no later than 120 Commission, on or prior to 30 days from after the date hereof (Closing Date, the “Filing Deadline”)Exchange Offer Registration Statement, (ii) use all commercially reasonable their respective best efforts to cause such Exchange Offer Registration Statement to become effective at the earliest possible time, but in no event later than 210 120 days from after the date hereof (the “Effectiveness Deadline”)Closing Date, (iii) in connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it such Exchange Offer Registration Statement to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Act and (C) cause all necessary filings, if any, in connection with the registration and qualification of the Exchange Securities New Senior Subordinated Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange OfferOffer provided that in no event shall the Company be obligated to qualify to do business in any jurisdiction where it is not now so qualified, or take any action which would subject it to General Service of Process in any jurisdiction where it is not now so subject, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, use its reasonable best efforts to commence and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Securities New Senior Subordinated Notes to be offered in exchange for the Offered Securities Senior Subordinated Notes that are Transfer Restricted Securities and (ii) resales to permit sales of Exchange Broker-Dealer Transfer Restricted Securities by Restricted Broker-Dealers that tendered into the Exchange Offer Offered Securities that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Offered Securities acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) below.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by permissible under applicable law or Commission rule, regulation or policy (after the procedures set forth in Section 6(a)(i6(a) below have been complied with), the Company and the Guarantors shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission as soon as reasonably practicable after the Closing Date, but in no event later than 120 days from after the date hereof (the “Filing Deadline”)Closing Date, (ii) use all their commercially reasonable efforts to cause such the Exchange Offer Registration Statement to become effective as soon as reasonably practicable, but in no event later than 210 days from 240 days, after the date hereof (the “Effectiveness Deadline”)Closing Date, (iii) in connection with the foregoing, use their commercially reasonable efforts to file (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it such Exchange Offer Registration Statement to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings, if any, filings in connection with the registration and qualification of the Exchange Securities Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange OfferOffer (provided, however, that the Company and the Guarantors shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation) and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Securities Notes to be offered in exchange for the Offered Securities that are Transfer Restricted Securities and (ii) to permit resales of Exchange Transfer Restricted Securities held by Broker-Dealers that tendered into the Exchange Offer Offered Securities that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Offered Securities acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) below.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by permissible under applicable law or Commission rule, regulation or policy (after the procedures set forth in Section 6(a)(i) below have been complied with)policy, the Company Obligors shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission no later than 120 days from the date hereof (the “Filing Deadline”), (ii) use all their commercially reasonable efforts to cause such a Registration Statement under the Securities Act relating to the Exchange Notes and the Exchange Offer Registration Statement to become effective no under the Securities Act not later than 210 180 days from after the date hereof (the “Effectiveness Deadline”)Spin-Off Distribution Date, (iiiii) in connection with the foregoing, use its commercially reasonable efforts to cause to be filed (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it such Registration Statement to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all any necessary filings, if any, filings in connection with the registration and qualification of the Exchange Securities Notes to be made under the Blue Sky state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon promptly after such Registration Statement is declared effective by the effectiveness of such Exchange Offer Registration StatementCommission, commence and Consummate the Exchange Offer. The Exchange Offer Registration Statement shall be on the appropriate form permitting (i) registration of the offer and issuance of the Exchange Securities Notes to be offered in exchange for the Offered Securities Initial Notes that are Transfer Restricted Securities and (ii) resales of Exchange Securities by Broker-Dealers that tendered into the Exchange Offer Offered Notes by Broker Dealers who currently hold Transfer Restricted Securities that such Broker-Dealer were acquired for its their own account as a result of market-making activities or other trading activities (other than Offered Securities Initial Notes acquired directly from the Company or any of its their Affiliates) as contemplated by Section 3(c) below.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by applicable federal law or Commission rule, regulation or policy (after the procedures set forth in Section 6(a)(i) below have been complied with), the Company shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission no later than 120 days from as soon as practicable after the date hereof (the “Filing Deadline”)Closing Date, (ii) use all commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective no later than 210 days from at the date hereof (the “Effectiveness Deadline”)earliest possible time, (iii) in connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it to become effective, (B) file, if applicable, a any required post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Act and (C) cause all necessary filings, if any, in connection with the registration and qualification of the Exchange Securities Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, Offer and (iv) upon the effectiveness of such Exchange Offer Registration Statement, use all commercially reasonable efforts to commence and Consummate the Exchange Offer, but in no event later than 270 days after the Closing Date (the "EXCHANGE OFFER CONSUMMATION DEADLINE"). The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Securities Notes to be offered in exchange for the Offered Securities Initial Registrable Notes that are Transfer Restricted Securities and (ii) to permit resales of Exchange Securities Notes by Broker-Dealers that tendered into the Exchange Offer Offered Securities for Initial Registrable Notes that such Broker-Dealer acquired for its own account as a result of market-market making activities or other trading activities (other than Offered Securities Initial Registrable Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) below.

Registered Exchange Offer. (a) Unless the Registered Exchange Offer shall not be permitted by applicable law or Commission rule, regulation or policy (after applicable interpretation of the procedures set forth in Section 6(a)(i) below have been complied with)staff of the Commission, the Company shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission no later than 120 on or prior to 365 days from after the date hereof Closing Date (such 365th day being the “"Filing Deadline”"), (ii) use all commercially its reasonable best efforts to cause such Exchange Offer Registration Statement to become effective at the earliest possible time, but in no event later than 210 365 days from after the date hereof Closing Date (such day being the “"Effectiveness Deadline”"), (iii) in connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Act and (C) cause all necessary filings, if any, in connection with the registration and qualification of the Exchange Securities Series B Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Registered Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and Consummate the Registered Exchange Offer. The Registered Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Securities Series B Notes to be offered in exchange for the Offered Securities Series A Notes that are Transfer Restricted Securities and (ii) resales of Exchange Securities Series B Notes by Broker-Dealers that tendered Series A Notes into the Registered Exchange Offer Offered Securities that such Broker-Dealer acquired for its own account as a result of market-market making activities or other trading activities (other than Offered Securities Series A Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) below.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by permissible under applicable law or Commission rule, regulation or policy (after the procedures set forth in Section 6(a)(i6(a) below hereof have been complied with), the Company and the Guarantor shall (i) cause the Exchange Offer Registration Statement to be filed file with the Commission no later than 120 days from a Registration Statement with respect to a registered offer to exchange the date hereof Initial Securities for Exchange Securities under the Indenture in the same aggregate principal amount as and with terms that shall be identical in all respects to the Initial Securities (except that the “Filing Deadline”Exchange Securities shall not contain terms with respect to the interest rate step-up provision and transfer restrictions), (ii) use all their commercially reasonable efforts to cause the Exchange Notes to have the same CUSIP number and ISIN number as the Existing Exchange Notes, (iii) use their commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective no later than 210 days from under the date hereof (the “Effectiveness Deadline”)Securities Act, (iiiiv) in connection with the foregoing, file (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it such Registration Statement to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings, if any, filings in connection with the registration and qualification of the Exchange Securities to be made under the Blue Sky state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (ivv) upon the effectiveness of promptly after such Exchange Offer Registration StatementStatement is declared effective, commence and Consummate the Exchange Offer. The Exchange Offer Registration Statement shall be on the appropriate form permitting (i) registration of the Exchange Securities to be offered in exchange for the Offered Securities that are Transfer Restricted Securities and (ii) to permit resales of Exchange Securities held by Broker-Dealers that tendered into the Exchange Offer Offered Securities that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Offered Securities acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) belowhereof.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by applicable law or Commission rule, regulation or policy (after applicable interpretation of the procedures set forth in Section 6(a)(i) below have been complied with)Staff of the Commission, the Company shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission no later than 120 on or prior to 150 days from after the date hereof Closing Date (such 150th day being the “Filing Deadline”), (ii) use all its commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective at the earliest possible time, but in no event later than 210 240 days from after the date hereof Closing Date (such day being the “Effectiveness Deadline”), (iii) in connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Act and (C) cause all necessary filings, if any, in connection with the registration and qualification of the Exchange Securities Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Securities Notes to be offered in exchange for the Offered Securities Notes that are Transfer Restricted Securities and (ii) resales of Exchange Securities Notes by Broker-Dealers that tendered into the Exchange Offer Offered Securities Notes that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Offered Securities Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) below.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by applicable federal law or Commission rule, regulation or policy (after the procedures set forth in Section 6(a)(iSections 5(a)(i) below hereof have been complied with), the Company and the Guarantors shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission no later than 120 on or prior to 90 days from after the date hereof Closing Date (such 90th day being the “Filing Deadline”"FILING DEADLINE"), (ii) use all commercially reasonable efforts to cause such Exchange Offer Registration Statement to become be declared effective no later than 210 on or prior to 270 days from after the date hereof Closing Date (such 270th day being the “Effectiveness Deadline”"EFFECTIVENESS DEADLINE"), (iii) in connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings, if any, in connection with the registration and qualification of the Exchange Securities to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, Offer and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and Consummate the Exchange Offer. The Exchange Offer Registration Statement shall be on the appropriate form permitting (iI) registration of the Exchange Securities to be offered in exchange for the Offered Securities that are Transfer Restricted Securities and (iiII) resales of Exchange Securities held by Broker-Dealers that tendered into the Exchange Offer Offered Securities that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Offered Securities acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c2(c) belowhereof.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by applicable federal law or Commission rule, regulation or policy (after the procedures set forth in Section 6(a)(i) below have been complied with), the Company shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission no later than 120 180 days from after the date hereof Closing Date (such 180/th/ day being the “"Filing Deadline”"), (ii) use all commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective at the earliest possible time, but in no event later than 210 270 days from after the date hereof Closing Date (such 270/th/ day being the “"Effectiveness Deadline”"), (iii) in connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Act and (C) cause all necessary filings, if any, in connection with the registration and qualification of the Exchange Securities Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Securities Notes to be offered in exchange for the Offered Securities Notes that are Transfer Restricted Securities and (ii) resales of Exchange Securities Notes by Broker-Dealers that tendered into the Exchange Offer Offered Securities Notes that such Broker-Dealer acquired for its own account as a result of market-market making activities or other trading activities (other than Offered Securities Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) below.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by permissible under applicable law or Commission rule, regulation or policy (after the procedures set forth in Section 6(a)(i6(a) below hereof have been complied with), or there are less than $26,000,000 of Transfer Restricted Securities outstanding, each of the Company and the Guarantors shall use its commercially reasonable efforts to (i) cause the Exchange Offer Registration Statement to be filed with the Commission no later than 120 days from a Registration Statement under the date hereof (Securities Act relating to the “Filing Deadline”)Exchange Securities and the Exchange Offer, (ii) use all commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective no later than 210 days from the date hereof (the “Effectiveness Deadline”)effective, (iii) in connection with the foregoing, file (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it such Registration Statement to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A 430B under the Securities Act and (C) cause all necessary filings, if any, filings in connection with the registration and qualification of the Exchange Securities to be made under the Blue Sky state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and Consummate the Exchange Offer. Each of the Company and the Guarantors shall use its commercially reasonable efforts to Consummate the Exchange Offer not later than 730 days following the Closing Date (or if such 730th day is not a Business Day, the next succeeding Business Day) (the “Exchange Date”). The Exchange Offer Offer, if required pursuant to this Section 3(a), shall be on the appropriate form permitting (i) registration of the Exchange Securities to be offered in exchange for the Offered Securities that are Transfer Restricted Securities and (ii) to permit resales of Exchange Transfer Restricted Securities held by Broker-Dealers that tendered into the Exchange Offer Offered Securities that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Offered Securities acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) belowhereof.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by applicable federal law or Commission rule, regulation or policy (after the procedures set forth in Section 6(a)(i) below hereof have been complied with), the Company and the Guarantors shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission no later than 120 days from as soon as practicable upon availability of audited financial statements for the date hereof (the “Filing Deadline”)year ended December 31, 2005, (ii) use all commercially its reasonable best efforts to cause such Exchange Offer Registration Statement to become effective no later than 210 days from at the date hereof (the “Effectiveness Deadline”)earliest possible time, (iii) in connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Act and (C) cause all necessary filings, if any, in connection with the registration and qualification of the Exchange Securities Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, subject to the proviso set forth in Section 6(d)(x) hereof, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and Consummate the Exchange Offer. The Exchange Offer Registration Statement shall be on the appropriate form permitting (i) registration of the Exchange Securities Notes to be offered in exchange for the Offered Securities Notes that are Transfer Restricted Securities and (ii) resales of Exchange Securities Notes by Broker-Dealers that tendered into the Exchange Offer Offered Securities Notes that such Broker-Dealer acquired for its own account as a result of market-market making activities or other trading activities (other than Offered Securities Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) belowhereof.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by applicable law or Commission rule, regulation or policy (after the procedures set forth in Section 6(a)(i) below have been complied with), the Company and the Guarantors shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission no later than 120 90 days from after the date hereof Acquisition Date (such 90th day being the “Filing Deadline”"FILING DEADLINE"), (ii) use all commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective no later than 210 180 days from after the date hereof Acquisition Date (such 180th day being the “Effectiveness Deadline”"EFFECTIVENESS DEADLINE"), (iii) in connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Act and (C) cause all necessary filings, if any, in connection with the registration and qualification of the Exchange Securities Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Securities Notes to be offered in exchange for the Offered Securities Initial Notes that are Transfer Restricted Securities and (ii) resales of Exchange Securities Notes by Broker-Dealers that tendered into the Exchange Offer Offered Securities Initial Notes that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Offered Securities Initial Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) below.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by applicable federal law or Commission rule, regulation or policy (after the procedures set forth in Section 6(a)(i) below hereof have been complied with), the Company and the Guarantors shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission no on or prior to the later than 120 to occur of (A) 90 days from after the date hereof Closing Date or (B) 30 days after the “closing of the Reorganization (such day being the "Filing Deadline”"), (ii) use all commercially reasonable efforts to cause such Exchange Offer Registration Statement to become be declared effective no by the Commission on or prior to the later than 210 to occur of (A) 180 days from after the date hereof Closing Date or (B) 120 days after the “closing of the Reorganization (such day being the "Effectiveness Deadline”"), (iii) in connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Act and (C) cause all necessary filings, if any, in connection with the registration and qualification of the Exchange Securities Series B Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Securities Series B Notes to be offered in exchange for the Offered Securities Series A Notes that are Transfer Restricted Securities and (ii) resales of Exchange Securities Series B Notes by Broker-Dealers that tendered into the Exchange Offer Offered Securities Series A Notes that such Broker-Dealer acquired for its own account as a result of market-market making activities or other trading activities (other than Offered Securities Series A Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) belowhereof.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by applicable law or Commission rule, regulation or policy (after the procedures set forth in Section 6(a)(i6(a)(iii)(A) below have been complied with), the Company and the Guarantors shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission no later than 120 on or prior to 180 days from after the date hereof Closing Date (the “Filing Deadline”), (ii) use all their commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective no later than 210 on or prior to 60 days from after the date hereof Exchange Offer Registration Statement is filed (the “Effectiveness Deadline”), (iii) in connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be reasonably necessary in order to cause it to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Act and (C) cause all necessary filings, if any, in connection with the registration and qualification of the Exchange Securities to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence commence, and Consummate use their commercially reasonable efforts to Consummate, the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (iI) registration of the Exchange Securities to be offered in exchange for the Offered Securities that are Transfer Restricted Securities and (iiII) resales of Exchange Securities by Broker-Dealers that tendered into the Exchange Offer Offered Securities that such Broker-Dealer acquired for its own account as a result of market-market making activities or other trading activities (other than Offered Securities acquired directly from the Company or any Affiliate of its Affiliatesthe Company) as contemplated by Section 3(c) below.

Registered Exchange Offer. (a) Unless The Company and the Exchange Offer shall not be permitted by applicable law or Commission rule, regulation or policy (after the procedures set forth in Section 6(a)(i) below have been complied with), the Company Guarantors shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission no later than 120 days from the date hereof (the “Filing Deadline”)Commission, (ii) use all their commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective no later than 210 days from the date hereof (the “Effectiveness Deadline”)effective, (iii) in connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Act Statement, and (C) cause all necessary filings, if any, in connection with the registration and qualification of the Exchange Securities Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) unless the Exchange Offer shall not be permitted by applicable law or Commission policy (after the procedures set forth in Section 6(a)(i) below have been complied with), upon the effectiveness of such Exchange Offer Registration Statement, (A) commence and Consummate the Exchange Offer on or prior to November 27, 2017 (such date being the “Exchange Offer Consummation Deadline”) and (B) use their commercially reasonable efforts to issue on or prior to 35 Business Days, or longer, if required by applicable securities laws, after the date on which the Exchange Offer Registration Statement was declared effective by the Commission (such 35th Business Day, or such later date required by applicable securities laws, being the “Exchange Notes Issue Deadline”), Exchange Notes in exchange for all Initial Notes tendered prior thereto in the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Securities Notes to be offered in exchange for the Offered Securities Initial Notes that are Transfer Restricted Entitled Securities and (ii) resales of Exchange Securities Notes by Broker-Dealers that tendered into the Exchange Offer Offered Securities Initial Notes that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Offered Securities Initial Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) below.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by applicable law or Commission rule, regulation or policy (after After the procedures set forth in Section 6(a)(i) below have been complied with), the Company and the Guarantors shall (i) cause to be filed the Exchange Offer Registration Statement to be filed with the Commission no later than 120 days from the date hereof (the “Filing Deadline”)Commission, (ii) use all their commercially reasonable efforts to cause such have the Exchange Offer Registration Statement to become declared effective no later than 210 days from by the date hereof (the “Effectiveness Deadline”)Commission, (iii) in connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it to become be declared effective, (B) file, if applicable, a file all post-effective amendment amendments to such Exchange Offer Registration Statement pursuant as may be necessary to Rule 430A under permit Consummation of the Act Exchange Offer and to otherwise comply with their obligations hereunder and (C) cause all necessary filings, if any, in connection with the registration and qualification of the Exchange Securities Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon unless the effectiveness of such Exchange Offer Registration Statementwould not be permitted by applicable law or Commission policy, (A) commence the Exchange Offer; and Consummate (B) use their commercially reasonable efforts to issue, on or prior to the 365th day following the Closing Date (the “Consummation Deadline”), Exchange Notes in exchange for all Notes tendered prior thereto in the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Securities Notes to be offered in exchange for the Offered Securities Notes that are Transfer Restricted Securities and (ii) resales of Exchange Securities Notes by any Broker-Dealers Dealer that tendered into the Exchange Offer Offered Securities Notes that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Offered Securities Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) below.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by applicable law or Commission rule, regulation or policy (after the procedures set forth in Section 6(a)(i) below have been complied with), the The Company shall use its commercially reasonable efforts to (i) cause file the Exchange Offer Registration Statement to be filed with the Commission no later than 120 days from the date hereof (the “Filing Deadline”), (ii) use all commercially reasonable efforts to and thereafter cause such Exchange Offer Registration Statement to become effective no later than 210 270 days from after the date hereof Settlement Date (or if such 270th day is not a Business Day, the next succeeding Business Day) (the “Effectiveness Deadline”), (iiiii) in connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Act Statement, and (C) cause all necessary filings, if any, in connection with the registration and qualification of the Exchange Securities Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iviii) unless the Exchange Offer shall not be permitted by applicable law or Commission policy, upon the effectiveness of such Exchange Offer Registration Statement, commence and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Securities Notes to be offered in exchange for the Offered Securities Initial Notes that are Transfer Restricted Securities and (ii) resales of Exchange Securities Notes by Broker-Dealers that tendered into the Exchange Offer Offered Securities Initial Notes that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Offered Securities Initial Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) below.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by applicable law or Commission rule, regulation or policy (after the procedures set forth in Section 6(a)(i) below have been complied with), the The Company shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission no later than 120 days from the on or prior to July 31, 2017 (such date hereof (being the “Filing Deadline”), (ii) use all commercially reasonable efforts to cause such have the Exchange Offer Registration Statement declared effective on or prior to become effective no later than 210 90 days from after the Filing Deadline (such date hereof (being the “Exchange Offer Registration Statement Effectiveness Deadline”), (iii) in connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it the Exchange Offer Registration Statement to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Act and (C) cause all necessary filings, if any, in connection with the registration and qualification of the Exchange Securities Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) unless the Exchange Offer shall not be permitted by applicable law or Commission policy (after the procedures set forth in Section 6(a)(i) below have been complied with), upon the effectiveness of such Exchange Offer Registration Statement, commence and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Securities Notes to be offered in exchange for the Offered Securities that are Transfer Restricted Securities Additional Notes and (ii) resales of Exchange Securities Notes by Broker-Dealers that tendered into the Exchange Offer Offered Securities Additional Notes that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Offered Securities Additional Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) below.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by applicable law or Commission rule, regulation or policy (after the procedures set forth in Section 6(a)(i) below have been complied with), the The Company shall (i) use its commercially reasonable efforts to cause the Exchange Offer Registration Statement to be filed with consummated on the Commission earliest practicable date after the Exchange Offer Registration Statement has become effective, but in no event later than 120 270 days from after the issue date hereof of the Initial Notes (such 270th day being the “Filing Consummation Deadline”), (ii) use all commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective no later than 210 days from the date hereof (the “Effectiveness Deadline”), (iii) in connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Act Statement, and (C) cause all necessary filings, if any, in connection with the registration and qualification of the Exchange Securities Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iviii) unless the Exchange Offer shall not be permitted by applicable law or Commission policy (after the procedures set forth in Section 6(a)(i) below have been complied with), upon the effectiveness of such Exchange Offer Registration Statement, commence and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Securities Notes to be offered in exchange for the Offered Securities Initial Notes that are Transfer Restricted Securities and (ii) resales of Exchange Securities Notes by Broker-Dealers that tendered into the Exchange Offer Offered Securities Initial Notes that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Offered Securities Initial Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) below.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by permissible under applicable law or Commission rule, regulation or policy (after the procedures set forth in Section 6(a)(i6(a) below hereof have been complied with), each of the Company and the Subsidiary Guarantors shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission no later than 120 days from on or prior to the date hereof (90th day after the “Filing Deadline”)Issue Date, an Exchange Offer Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer, (ii) use all commercially their reasonable best efforts to cause such Exchange Offer Registration Statement to become effective no later than 210 days from on or prior to the date hereof (150th day after the “Effectiveness Deadline”)Issue Date, (iii) in connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it such Exchange Offer Registration Statement to become effective, (B) file, if applicable, file a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) use their reasonable best efforts to cause all necessary filings, if any, filings in connection with the registration and qualification of the Exchange Securities to be made under the Blue Sky state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, Offer and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Securities to be offered in exchange for the Offered Securities that are Transfer Restricted Securities and (ii) to permit resales of Exchange Initial Securities held by Broker-Dealers that tendered into the Exchange Offer Offered Securities that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Offered Securities acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) belowhereof.

Registered Exchange Offer. (a) Unless The Company and the Guarantors shall (i) unless the Exchange Offer shall not be permitted by applicable law or Commission rule, regulation or policy (after the procedures set forth in Section 6(a)(i) below have been complied with), the Company shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission no later than 120 days from the on or prior to November 19, 2012 (such date hereof (being the “Exchange Filing Deadline”), (ii) use all their commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective no later than 210 days from the on or prior to January 28, 2013 (such date hereof (being the “Exchange Effectiveness Deadline”), (iii) in connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Act Statement, and (C) cause all necessary filings, if any, in connection with the registration and qualification of the Exchange Securities Notes to be made under the Blue Sky laws of such jurisdictions in the United States (and such foreign jurisdictions as shall be mutually agreed) as are necessary to permit Consummation of the Exchange Offer; provided, and (iv) upon however, that neither the effectiveness Company nor any Guarantor shall be required to take any action that would subject them to general service of such Exchange Offer Registration Statement, commence and Consummate the Exchange Offerprocess or taxation in any jurisdiction where they are not already subject. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Securities Notes to be offered in exchange for the Offered Securities Initial Notes that are Transfer Restricted Entitled Securities and (ii) resales of Exchange Securities Notes by Broker-Dealers that tendered into the Exchange Offer Offered Securities Initial Notes that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Offered Securities Initial Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) below.. #PageNum#

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by permissible under applicable law or Commission rule, regulation or policy (after the procedures set forth in Section 6(a)(i6(a) below hereof have been complied with), each of the Company and the Guarantors shall (i) use its commercially reasonable efforts to cause the Exchange Offer Registration Statement to be filed with the Commission no later than 120 days from a Registration Statement under the date hereof (Securities Act relating to the “Filing Deadline”), Exchange Securities and the Exchange Offer and (ii) use all commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective no later than 210 days from the date hereof (the “Effectiveness Deadline”)effective, (iii) in connection with the foregoing, file (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it such Registration Statement to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings, if any, filings in connection with the registration and qualification of the Exchange Securities to be made under the Blue Sky state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and Consummate the Exchange Offer. The Company shall use commercially reasonable efforts to Consummate the Exchange Offer not later than 450 days following the Closing Date (or if such 450th day is not a Business Day, the next succeeding Business Day) (the “Exchange Date”). The Exchange Offer, if required pursuant to this Section 3(a), shall be on the appropriate form permitting (i) registration of the Exchange Securities of the applicable series to be offered in exchange for the Offered Securities that are Transfer Restricted Securities of such series and (ii) to permit resales of Exchange Transfer Restricted Securities of such series held by Broker-Dealers that tendered into the Exchange Offer Offered Securities that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Offered Securities acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) belowhereof.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by applicable federal law or Commission rule, regulation or policy (after the procedures set forth in Section 6(a)(i) below have been complied with), the Company shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission no later than 120 within 60 days from after the date hereof (of original issuance of the “Filing Deadline”)Notes, the Exchange Offer Registration Statement, (ii) use all commercially reasonable its best efforts to cause such Exchange Offer Registration Statement to become effective no later than 210 under the Securities Act within 120 days from after the date hereof (of original issuance of the “Effectiveness Deadline”)Notes, (iii) in connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Act and (C) cause all necessary filings, if any, in connection with the registration and qualification of the Exchange Securities Notes to be made under the Securities Act and the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange OfferOffer (provided, however, that the Company shall not be obligated to file in any jurisdiction in which they are not so qualified or take any action which would subject them to general service of process or taxation in any jurisdiction where it is not so subject), and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and Consummate the Exchange OfferOffer within 180 days (or longer if required by applicable law) after the date of original issuance of the Notes. Any Notes not tendered will remain outstanding and continue to accrete interest or accrue interest, as the case may be, but will not retain any rights under this Agreement. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Securities Notes to be offered in exchange substitution for the Offered Securities Notes that are Transfer Restricted Securities Notes and (ii) resales to permit sales of Exchange Securities Broker-Dealer Transfer Restricted Notes by Restricted Broker-Dealers that tendered into the Exchange Offer Offered Securities that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Offered Securities acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) belowbelow and the sale of Exchange Notes from time to time by the Market Makers as contemplated by Section 12 hereof.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by permissible under applicable law or Commission rule, regulation or policy (after the procedures set forth in Section 6(a)(i6(a) below hereof have been complied with), each of the Company Issuers and the Guarantors shall (i) use its commercially reasonable efforts to file or cause the Exchange Offer Registration Statement to be filed with the Commission a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer in any event no later than 120 90 days from the date hereof Closing Date (or if such 90th day is not a Business Day, the “Filing Deadline”next succeeding Business Day), (ii) use all their respective commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective no later than 210 days from the date hereof (the “Effectiveness Deadline”)effective, (iii) in connection with the foregoing, file (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it such Registration Statement to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings, if any, filings in connection with the registration and qualification of the Exchange Securities to be made under the Blue Sky state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and Consummate the Exchange Offer. The Exchange Offer Registration Statement shall be on the appropriate form permitting (i) registration of the Exchange Securities to be offered in exchange for the Offered Securities that are Transfer Restricted Securities and (ii) to permit resales of Exchange Initial Securities held by Broker-Dealers that tendered into the Exchange Offer Offered Securities that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Offered Securities acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) belowhereof.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by permissible under applicable law or Commission rule, regulation or policy (after the procedures set forth in Section 6(a)(i6(a) below hereof have been complied with), or there are no Transfer Restricted Securities outstanding, each of the Company and the Guarantors shall use its reasonable best efforts to (i) cause the Exchange Offer Registration Statement to be filed with the Commission no later than 120 days from Commission, a Registration Statement under the date hereof (Securities Act relating to the “Filing Deadline”)Exchange Securities and the Exchange Offer, (ii) use all commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective no later than 210 days from the date hereof (the “Effectiveness Deadline”)effective, (iii) in connection with the foregoing, file (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it such Registration Statement to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A 430B under the Securities Act and (C) cause all necessary filings, if any, filings in connection with the registration and qualification of the Exchange Securities to be made under the Blue Sky state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence the Exchange Offer. Each of the Company and the Guarantors shall use its reasonable best efforts to Consummate the Exchange OfferOffer not later than November 25, 2010 (the “Exchange Date”). The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Securities to be offered in exchange for the Offered Securities that are Transfer Restricted Securities and (ii) to permit resales of Exchange Transfer Restricted Securities held by Broker-Dealers that tendered into the Exchange Offer Offered Securities that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Offered Securities acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) belowhereof.

Registered Exchange Offer. (a) Unless the With respect to each series of Securities, unless an Exchange Offer with respect to such series shall not be permitted by permissible under applicable law or Commission rule, regulation or policy (after the procedures set forth in Section 6(a)(i6(a) below hereof have been complied with), or there are no Transfer Restricted Securities of such series outstanding, each of the Company and the Guarantors shall (i) use its commercially reasonable efforts to cause the Exchange Offer Registration Statement to be filed with the Commission as soon as reasonably practicable, but in any event no later than 120 days from the date hereof (Effectiveness Target Date, a Registration Statement under the “Filing Deadline”)Securities Act relating to the Exchange Securities and the Exchange Offer for such series, (ii) use all its commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective as soon as reasonably practicable but in any event no later than 210 days from the date hereof (the “Effectiveness Deadline”)Target Date, (iii) in connection with the foregoing, file (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it such Registration Statement to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings, if any, filings in connection with the registration and qualification of the Exchange Securities of such series to be made under the Blue Sky state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the such Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and Consummate the Exchange OfferOffer for such series. The Exchange Offer for such series shall be on the appropriate form permitting (i) registration of the Exchange Securities of such series to be offered in exchange for the Offered Securities that are Transfer Restricted Securities of the same series and (ii) to permit resales of Exchange Securities of such series held by Broker-Dealers that tendered into the Exchange Offer Offered Securities that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Offered Securities acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) belowhereof.

Registered Exchange Offer. (a) Unless the Registered Exchange Offer shall not be permitted by applicable law or Commission rule, regulation or policy (after applicable interpretation of the procedures set forth in Section 6(a)(i) below have been complied with)staff of the Commission, the Company shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission no later than on or prior to 120 days from after the date hereof Closing Date (such 120th day being the “"Filing Deadline”"), (ii) use all commercially its reasonable best efforts to cause such Exchange Offer Registration Statement to become effective at the earliest possible time, but in no event later than 210 200 days from after the date hereof Closing Date (such day being the “"Effectiveness Deadline”"), (iii) in connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Act and (C) cause all necessary filings, if any, in connection with the registration and qualification of the Exchange Securities Series B Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Registered Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and Consummate the Registered Exchange Offer. The Registered Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Securities Series B Notes to be offered in exchange for the Offered Securities Series A Notes that are Transfer Restricted Securities and (ii) resales of Exchange Securities Series B Notes by Broker-Dealers that tendered Series A Notes into the Registered Exchange Offer Offered Securities that such Broker-Dealer acquired for its own account as a result of market-market making activities or other trading activities (other than Offered Securities Series A Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) below.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by applicable federal law or Commission rule, regulation or policy (after the procedures set forth in Section 6(a)(i) below hereof have been complied with), the Company and the Guarantors shall (i) use its reasonable best efforts to cause the Exchange Offer Registration Statement to be filed with the Commission no later than 120 days from the date hereof (the “Filing Deadline”)as soon as practicable, (ii) use all commercially its reasonable best efforts to cause such Exchange Offer Registration Statement to become effective no later than 210 days from at the date hereof (the “Effectiveness Deadline”)earliest possible time, (iii) in connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Act and (C) cause all necessary filings, if any, in connection with the registration and qualification of the Exchange Securities Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, subject to the proviso set forth in Section 6(d)(x) hereof, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and Consummate the Exchange Offer. The Exchange Offer Registration Statement shall be on the appropriate form permitting (i) registration of the Exchange Securities Notes to be offered in exchange for the Offered Securities Notes that are Transfer Restricted Securities and (ii) resales of Exchange Securities Notes by Broker-Dealers that tendered into the Exchange Offer Offered Securities Notes that such Broker-Dealer acquired for its own account as a result of market-market making activities or other trading activities (other than Offered Securities Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) belowhereof.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by applicable law or Commission rule, regulation or policy (after the procedures set forth in Section 6(a)(i) below have been complied with)federal law, the Company shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission as soon as practicable after the Closing Date, but in no event later than 120 60 days from after the date hereof Closing Date (such 60th day being the “Filing Deadline”"FILING DEADLINE"), (ii) use all commercially reasonable its best efforts to cause such Exchange Offer Registration Statement to become effective as soon as reasonably practicable, but in no event later than 210 150 days from after the date hereof Closing Date (such 150th day being the “Effectiveness Deadline”"EFFECTIVENESS DEADLINE"), (iii) in connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Act and (C) cause all necessary filings, if any, in connection with the registration and qualification of the Exchange Securities Series B Debentures to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Securities Series B Debentures to be offered in exchange for the Offered Securities Series A Debentures that are Transfer Restricted Securities and (ii) resales of Exchange Securities Series B Debentures by Broker-Dealers that tendered into the Exchange Offer Offered Securities Series A Debentures that such Broker-Dealer acquired for its own account as a result of market-market making activities or other trading activities (other than Offered Securities Series A Debentures acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) below.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by permissible under applicable law or Commission rule, regulation or policy (after the procedures set forth in Section 6(a)(i6(a) below hereof have been complied with), or there are no Transfer Restricted Securities outstanding, each of the Company and the Guarantors shall (i) use its commercially reasonable efforts to cause the Exchange Offer Registration Statement to be filed with the Commission as soon as reasonably practicable, but in any event no later than 120 days from the date hereof Effectiveness Target Date, after the Release Date (as defined in the “Filing Deadline”Purchase Agreement), a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer, (ii) use all its commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective as soon as reasonably practicable but in any event no later than 210 days from the date hereof (the “Effectiveness Deadline”)Target Date, (iii) in connection with the foregoing, file (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it such Registration Statement to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings, if any, filings in connection with the registration and qualification of the Exchange Securities to be made under the Blue Sky state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Securities to be offered in exchange for the Offered Securities that are Transfer Restricted Securities and (ii) to permit resales of Exchange Securities held by Broker-Dealers that tendered into the Exchange Offer Offered Securities that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Offered Securities acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) belowhereof.

Registered Exchange Offer. 3 5 (a) Unless the Exchange Offer shall not be permitted by applicable federal law or Commission rule, regulation or policy (after the procedures set forth in Section 6(a)(i) below have been complied with), the Company and the Subsidiary Guarantors shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission no later than 120 Commission, on or prior to 30 days from after the date hereof (Closing Date, the “Filing Deadline”)Exchange Offer Registration Statement, (ii) use all commercially reasonable their respective best efforts to cause such Exchange Offer Registration Statement to become effective at the earliest possible time, but in no event later than 210 120 days from after the date hereof (the “Effectiveness Deadline”)Closing Date, (iii) in connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it such Exchange Offer Registration Statement to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Act and (C) cause all necessary filings, if any, in connection with the registration and qualification of the Exchange Securities New Senior Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange OfferOffer provided that in no event shall the Company be obligated to qualify to do business in any jurisdiction where it is not now so qualified, or take any action which would subject it to General Service of Process in any jurisdiction where it is not now so subject, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, use its reasonable best efforts to commence and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Securities New Senior Notes to be offered in exchange for the Offered Securities Senior Notes that are Transfer Restricted Securities and (ii) resales to permit sales of Exchange Broker-Dealer Transfer Restricted Securities by Restricted Broker-Dealers that tendered into the Exchange Offer Offered Securities that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Offered Securities acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) below.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by applicable federal law or Commission rule, regulation or policy (after the procedures set forth in Section 6(a)(i) below have been complied with), the Company shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission no later than 120 days from the date hereof (the “Filing Deadline”)Commission, (ii) use all commercially its reasonable best efforts to cause such Exchange Offer Registration Statement to become effective no later than 210 days from the date hereof (the “Effectiveness Deadline”)effective, (iii) in connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Act and (C) cause all necessary filings, if any, in connection with the registration and qualification of the Exchange Securities Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, Offer and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and use its reasonable best efforts to Consummate the Exchange OfferOffer on or prior to the date that is 420 days after the Closing Date (the “Consummation Deadline”). The Exchange Offer shall be on the appropriate form permitting (iI) registration of the Exchange Securities Notes to be offered in exchange for the Offered Securities that are Transfer Restricted Securities and (iiII) resales of Exchange Securities Notes by Broker-Dealers that tendered into the Exchange Offer Offered Securities Notes that such Broker-Dealer Dealers acquired for its their own account as a result of market-making activities or other trading activities (other than Offered Securities Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) below.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by permissible under applicable law or Commission rule, regulation or policy (after the procedures set forth in Section 6(a)(i6(a) below have been complied with), the Company and the Guarantors shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission as soon as practicable after the Closing Date, but in no event later than 120 days from the date hereof December 31, 2009 (the “Filing DeadlineDate”), a Registration Statement under the Securities Act relating to the Exchange Notes and the Exchange Offer; provided, that if by December 31, 2009 the Company or any of its Affiliates (as defined in the Purchase Agreement) has entered into a binding and irrevocable agreement to sell all Equity Interests (as defined in the Indenture) in the Company (by way of merger or otherwise) or all of the Company’s assets (subject, in each case, to no conditions other than obtaining the approval of license transfer by the Federal Communications Commission), then such date shall be extended to June 30, 2010; (ii) use all commercially their reasonable best efforts to cause such Exchange Offer Registration Statement to become effective at the earliest possible time, but in no event later than 210 days from February 28, 2010 (or August 31, 2010 if the date hereof Filing Date is extended pursuant to (a)(i) above) (the “Effectiveness Deadline”), ; (iii) in connection with the foregoing, file (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it such Registration Statement to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings, if any, filings in connection with the registration and qualification of the Exchange Securities Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, ; and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Securities Notes to be offered in exchange for the Offered Securities that are Transfer Restricted Securities and (ii) to permit resales of Exchange Securities Notes held by Broker-Dealers that tendered into the Exchange Offer Offered Securities that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Offered Securities acquired directly from the Company or any of its Affiliates) Initial Purchasers as contemplated by Section 3(c) below.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by applicable law or Commission rule, regulation or policy (after the procedures set forth in Section 6(a)(i) below have been complied with)policy, the Company shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission no later than 120 days from as promptly as practicable after the date hereof (the “Filing Deadline”), (ii) use all its commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective no later than 210 on or prior to 150 days from after the date hereof Closing Date (such 150th day being the “Exchange Offer Effectiveness Deadline”), (iii) in connection with the foregoing, use their respective commercially reasonable efforts to (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Act and (C) cause all necessary filings, if any, in connection with the registration and qualification of the Exchange Securities to be made under the Blue Sky blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer; provided, however, that the Company shall not be required to take any action that would subject them to general service of process or taxation in any jurisdiction where they are not already so subject, and (iv) upon as promptly as practicable after the effectiveness of such Exchange Offer Registration Statement, commence and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Securities to be offered in exchange for the Offered Securities that are Transfer Restricted Securities and (ii) resales of Exchange Securities by Broker-Dealers that tendered into the Exchange Offer Offered Initial Securities that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Offered Initial Securities acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) below.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by permissible under applicable law or Commission rule, regulation or policy (after the procedures set forth in Section 6(a)(i6(a) below hereof have been complied with), each of the Company and the Guarantors shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission no later than 120 days from as soon as practicable after the date hereof (Closing Date, a Registration Statement under the “Filing Deadline”)Securities Act relating to the Exchange Securities and the Exchange Offer, (ii) use all its commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective no later than 210 days from at the date hereof (the “Effectiveness Deadline”)earliest possible time, (iii) in connection with the foregoing, foregoing use its commercially reasonable efforts to file (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it such Registration Statement to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings, if any, filings in connection with the registration and qualification of the Exchange Securities to be made under the Blue Sky state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer; provided, however that neither the Company nor the Guarantors shall be required to take any action that would subject them to general service of process or taxation, other than as to matters and transactions relating to the Registration Statement, in any jurisdiction where they are not already subject, and (iv) upon as promptly as practicable after the effectiveness of such Exchange Offer Registration Statement, commence and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Securities to be offered in exchange for the Offered Securities that are Transfer Restricted Securities and (ii) to permit resales of Exchange Initial Securities held by Broker-Dealers that tendered into the Exchange Offer Offered Securities that such Broker-Dealer were acquired for its their own account as a result of market-making activities or other trading activities (other than Offered Transfer Restricted Securities acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) belowhereof.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by applicable law or Commission rule, regulation or policy (after the procedures set forth in Section 6(a)(i) below have been complied with), the Company and the Guarantors shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission no later than 120 on or prior to 60 days from after the date hereof Closing Date (such 60th day being the “Filing Deadline”"FILING DEADLINE"), (ii) use all commercially reasonable its best efforts to cause such Exchange Offer Registration Statement to become effective no later than 210 on or prior to 120 days from after the date hereof Closing Date (such 120th day being the “Effectiveness Deadline”"EFFECTIVENESS TARGET DATE"), (iii) in connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Act and (C) cause all necessary filings, if any, in connection with the registration and qualification of the Exchange Securities Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Securities Notes to be offered in exchange for the Offered Securities Notes that are Transfer Restricted Securities and (ii) resales of Exchange Securities Notes by Broker-Dealers that tendered into the Exchange Offer Offered Securities Notes that such Broker-Dealer acquired for its own account as a result of market-market making activities or other trading activities (other than Offered Securities Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) below.

Registered Exchange Offer. (a) Unless The Company and the Exchange Offer shall not be permitted by applicable law or Commission rule, regulation or policy (after the procedures set forth in Section 6(a)(i) below have been complied with), the Company Guarantors shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission as soon as practicable after the Closing Date, but in no event later than 120 90 days from after the date hereof Closing Date (such 90th day being the “Filing Deadline”"FILING DEADLINE"), (ii) use all their commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective at the earliest possible time, but in no event later than 210 180 days from after the date hereof Closing Date (such 180th day being the “Effectiveness Deadline”"EFFECTIVENESS DEADLINE"), (iii) in connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Act and (C) cause all necessary filings, if any, in connection with the registration and qualification of the Exchange Securities Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, unless the Exchange Offer shall not be permitted by applicable law or Commission policy, use their commercially reasonable efforts to commence and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (iI) registration of the Exchange Securities Notes to be offered in exchange for the Offered Securities Notes that are Transfer Restricted Securities and (iiII) resales of Exchange Securities Notes by Broker-Dealers that tendered into the Exchange Offer Offered Securities Notes that such Broker-Dealer acquired for its own account as a result of market-market making activities or other trading activities (other than Offered Securities Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) below.

Registered Exchange Offer. (a) Unless the Company has reasonably determined that the Exchange Offer shall not be permitted by permissible under applicable law or Commission rule, regulation or policy (after the procedures set forth in Section 6(a)(i6(a) below hereof have been complied with), each of the Company and the Guarantors shall (i) cause the Exchange Offer Registration Statement use their commercially reasonable efforts to be filed file with the Commission no later than 120 days from as soon as practicable after the date hereof (Closing Date a Registration Statement under the “Filing Deadline”)Securities Act relating to the Exchange Securities and the Exchange Offer, (ii) use all their commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective no later than 210 days from on or prior to the date hereof 390th day after the Closing Date (or if such 390th day is not a Business Day, the “Effectiveness Deadline”next succeeding Business Day), (iii) in connection with the foregoing, file (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it such Registration Statement to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings, if any, filings in connection with the registration and qualification of the Exchange Securities to be made under the Blue Sky state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer; provided, however, that the Company and the Guarantors shall not be required to (x) qualify as a foreign corporation or as a dealer in securities in any jurisdiction where it would not be otherwise required to qualify but for this Section 3(a) or (y) take any action that would subject it to general service of process or taxation in any such jurisdiction where it is not then so subject, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Securities to be offered in exchange for the Offered Securities that are Transfer Restricted Securities and (ii) to permit resales of Exchange Initial Securities held by Broker-Dealers that tendered into the Exchange Offer Offered Securities that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Offered Securities acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) belowhereof.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by permissible under applicable law or Commission rule, regulation or policy (after the procedures set forth in Section 6(a)(i6(a) below hereof have been complied with), or there are no Transfer Restricted Securities outstanding, each of the Company and the Guarantors shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission no later than 120 days from Commission, a Registration Statement under the date hereof (Securities Act relating to the “Filing Deadline”)Exchange Securities and the Exchange Offer, (ii) use all commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective no later than 210 days from the date hereof (the “Effectiveness Deadline”)effective, (iii) in connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it such Registration Statement to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings, if any, filings in connection with the registration and qualification of the Exchange Securities to be made under the Blue Sky state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and Consummate the Exchange Offer. Each of the Company and the Guarantors shall use commercially reasonable efforts to Consummate the Exchange Offer not later than 366 days following the Closing Date (or if such 366th day is not a Business Day, the next succeeding Business Day) (the “Exchange Date”); provided, however, that the Company and the Guarantors shall not be required to Consummate such Exchange Offer if (x) all of the Securities are Freely Tradable on or before the Exchange Date and (y) the restrictive legend has been removed. The Exchange Offer Offer, if required pursuant to this Section 3(a), shall be on the appropriate form permitting (i) registration of the Exchange Securities to be offered in exchange for the Offered Securities that are Transfer Restricted Securities and (ii) to permit resales of Exchange Transfer Restricted Securities held by Broker-Dealers that tendered into the Exchange Offer Offered Securities that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Offered Securities acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) belowhereof.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by applicable federal law or Commission rule, regulation or policy (after the procedures set forth in Section 6(a)(i) below have been complied with), the Company and the Guarantors shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission no later than 120 90 days from after the date hereof Closing Date (such 90th day being the “Filing Deadline”), (ii) use all commercially reasonable best efforts to cause such Exchange Offer Registration Statement to become effective at the earliest possible time, but in no event later than 210 150 days from after the date hereof Closing Date (such 150th day being the “Effectiveness Deadline”), (iii) in connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Act and (C) cause all necessary filings, if any, in connection with the registration and qualification of the Exchange Securities to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Securities to be offered in exchange for the Offered Securities that are Transfer Restricted Securities and (ii) resales of Exchange Securities by Broker-Dealers that tendered into the Exchange Offer Offered Securities that such Broker-Dealer acquired for its own account as a result of market-market making activities or other trading activities (other than Offered Securities acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) below.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by applicable law or Commission rule, regulation or policy (after the procedures set forth in Section 6(a)(i) below have been complied with), the Company shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission no later than 120 180 days from after the date hereof Closing Date (such 180th day being the “"Filing Deadline”"), (ii) use all commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective no later than 210 300 days from after the date hereof Closing Date (such 300th day being the “"Effectiveness Deadline”"), (iii) in connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Act and (C) cause all necessary filings, if any, in connection with the registration and qualification of the Exchange Securities to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Securities to be offered in exchange for the Offered Securities that are Transfer Restricted Securities and (ii) resales of Exchange Securities by Broker-Dealers that tendered into the Exchange Offer Offered Securities that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Offered Securities acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) below.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by permissible under applicable law or Commission rule, regulation or policy (after the procedures set forth in Section 6(a)(i6(a) below hereof have been complied with), or there are no Transfer Restricted Securities outstanding, each of the Company and the Guarantors shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission no later than 120 days from Commission, a Registration Statement under the date hereof (Securities Act relating to the “Filing Deadline”)Exchange Securities and the Exchange Offer, (ii) use all commercially its reasonable best efforts to cause such Exchange Offer Registration Statement to become effective no later than 210 days from the date hereof (the “Effectiveness Deadline”)effective, (iii) in connection with the foregoing, file (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it such Registration Statement to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings, if any, filings in connection with the registration and qualification of the Exchange Securities to be made under the Blue Sky state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence the Exchange Offer. Each of the Company and the Guarantors shall use its reasonable best efforts to Consummate the Exchange OfferOffer not later than 365 days following the Closing Date (or if such 365th day is not a Business Day, the next succeeding Business Day) (the “Exchange Date”). The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Securities to be offered in exchange for the Offered Securities that are Transfer Restricted Securities and (ii) to permit resales of Exchange Transfer Restricted Securities held by Broker-Dealers that tendered into the Exchange Offer Offered Securities that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Offered Securities acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) belowhereof.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by applicable federal law or Commission rule, regulation or policy (after the procedures set forth in Section 6(a)(i) below have been complied with), the Company and the Guarantors shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission as soon as practicable after the Closing Date, but in no event later than 120 days from after the date hereof Closing Date (such 120th day being the “Filing Deadline”), (ii) use all commercially their reasonable best efforts to cause such Exchange Offer Registration Statement to become effective no later than 210 days from at the date hereof (the “Effectiveness Deadline”)earliest possible time, (iii) in connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Act and (C) cause all necessary filings, if any, in connection with the registration and qualification of the Exchange Securities Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, provided, however, that neither the Company nor any Guarantor shall be required to register or qualify as a foreign corporation or other entity, as applicable, where it is not now so qualified or to take any action that would subject it to the service of process in suits or to taxation, other than as to matters and (iv) upon transactions relating to the effectiveness of such Exchange Offer Registration Statement, in any jurisdiction where it is not now so subject, and (iv) commence and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Securities Notes to be offered in exchange for the Offered Securities Notes that are Transfer Restricted Securities and (ii) resales of Exchange Securities Notes by Broker-Dealers that tendered into the Exchange Offer Offered Securities Notes that such Broker-Dealer acquired for its own account as a result of market-market making activities or other trading activities (other than Offered Securities Notes acquired directly from the Company Company, the Guarantors or any of its their Affiliates) as contemplated by Section 3(c) below.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by permissible under applicable law or Commission rule, regulation or policy (after the procedures set forth in Section 6(a)(i6(a) below hereof have been complied with), or there are no Transfer Restricted Securities outstanding, each of the Company and the Guarantors shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission no later than 120 days from Commission, a Registration Statement under the date hereof (Securities Act relating to the “Filing Deadline”)Exchange Securities and the Exchange Offer, (ii) use all commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective no later than 210 days from the date hereof (the “Effectiveness Deadline”)effective, (iii) in connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it such Registration Statement to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings, if any, filings in connection with the registration and qualification of the Exchange Securities to be made under the Blue Sky state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and Consummate the Exchange Offer. Each of the Company and the Guarantors shall use commercially reasonable efforts to Consummate the Exchange Offer not later than 372 days following the Closing Date (or if such 372nd day is not a Business Day, the next succeeding Business Day) (the “Exchange Date”); provided, however, that the Company and the Guarantors shall not be required to register, commence or Consummate such Exchange Offer if all of the Securities are Freely Tradable on or before the Exchange Date. The Exchange Offer Offer, if required pursuant to this Section 3(a), shall be on the appropriate form permitting (i) registration of the Exchange Securities to be offered in exchange for the Offered Securities that are Transfer Restricted Securities and (ii) to permit resales of Exchange Transfer Restricted Securities held by Broker-Dealers that tendered into the Exchange Offer Offered Securities that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Offered Securities acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) belowhereof.

Registered Exchange Offer. (a) Unless To the Exchange Offer shall extent not be permitted prohibited by any applicable law or Commission rule, regulation or policy (after applicable interpretation of the procedures set forth in Section 6(a)(i) below have been complied with)staff of the Commission, the Company shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission no later than 120 days from the date hereof (the “Filing Deadline”), (ii) use all commercially reasonable efforts to cause such the Exchange Offer Registration Statement to become effective no later than 210 days from the July 8, 2015 (such date hereof (being the “Effectiveness Deadline”), (iiiii) in connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Act Statement, and (C) cause all necessary filings, if any, in connection with the registration and qualification of the Exchange Securities Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iviii) unless the Exchange Offer shall not be permitted by applicable law or Commission policy (after the procedures set forth in Section 6(a)(i) below have been complied with), upon the effectiveness of such Exchange Offer Registration Statement, commence and Consummate the Exchange Offer. The Exchange Offer Registration Statement shall be on the appropriate form permitting (i) registration of the Exchange Securities Notes to be offered in exchange for the Offered Securities Initial Notes that are Transfer Restricted Securities and (ii) resales of Exchange Securities Notes by Broker-Dealers that tendered into the Exchange Offer Offered Securities Initial Notes that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Offered Securities Initial Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) below.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by applicable law or Commission rule, regulation or policy (after the procedures set forth in Section 6(a)(i) below have been complied with), the Company shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission no later than 120 days from the date hereof November 9, 2012 (the ““ Filing Deadline”Deadline ” ), (ii) use all commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective no later than 210 days from the date hereof February 7, 2013 (the ““ Effectiveness DeadlineDeadline ”), (iii) in connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Act and (C) cause all necessary filings, if any, in connection with the registration and qualification of the Exchange Securities to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Securities to be offered in exchange for the Offered Securities that are Transfer Restricted Securities and (ii) resales of Exchange Securities by Broker-Dealers that tendered into the Exchange Offer Offered Securities that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Offered Securities acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) below.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by applicable law or Commission rule, regulation or policy (after After the procedures set forth in Section 6(a)(i) below have been complied with), the Company and the Guarantors shall (i) cause to be filed the Exchange Offer Registration Statement to be filed with the Commission no later than on or prior to 120 days from after the date hereof Closing Date (such 120th day being the “Filing Deadline”), (ii) use all commercially reasonable their best efforts to cause such have the Exchange Offer Registration Statement declared effective by the Commission on or prior to become effective no later than 210 180 days from after the date hereof Closing Date (such 180th day being the “Effectiveness Deadline”), (iii) in connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it to become be declared effective, (B) file, if applicable, a file all post-effective amendment amendments to such Exchange Offer Registration Statement pursuant as may be necessary to Rule 430A under permit Consummation of the Act Exchange Offer and to otherwise comply with their obligations hereunder and (C) cause all necessary filings, if any, in connection with the registration and qualification of the Exchange Securities Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon unless the effectiveness of Exchange Offer would not be permitted by applicable law or Commission policy, (A) commence the Exchange Offer; and (B) use their best efforts to issue on or prior to 30 business days, or longer, if required by the federal securities laws (such 30th or later day being the “Consummation Deadline”), after the date on which the Exchange Offer Registration StatementStatement was declared effective by the Commission, commence and Consummate Exchange Notes in exchange for all Notes tendered prior thereto in the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Securities Notes to be offered in exchange for the Offered Securities Notes that are Transfer Restricted Securities and (ii) resales of Exchange Securities Notes by any Broker-Dealers Dealer that tendered into the Exchange Offer Offered Securities Notes that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Offered Securities Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) below.

Registered Exchange Offer. (a) Unless The Company and the Exchange Offer shall not be permitted by applicable law or Commission rule, regulation or policy (after the procedures set forth in Section 6(a)(i) below have been complied with), the Company Guarantors shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission no later than 120 days from the date hereof (the “Filing Deadline”)Commission, (ii) use all their commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective no later than 210 days from the date hereof (the “Effectiveness Deadline”)effective, (iii) in connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Act Statement, and (C) cause all necessary filings, if any, in connection with the registration and qualification of the Exchange Securities Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) unless the Exchange Offer shall not be permitted by applicable law or Commission policy (after the procedures set forth in Section 6(a)(i) below have been complied with), upon the effectiveness of such Exchange Offer Registration Statement, (A) commence and Consummate the Exchange Offer on or prior to September 25, 2015 (such date being the “Exchange Offer Consummation Deadline”) and (B) use their commercially reasonable efforts to issue on or prior to 35 Business Days, or longer, if required by applicable securities laws, after the date on which the Exchange Offer Registration Statement was declared effective by the Commission (such 35th Business Day, or such later date required by applicable securities laws, being the “Exchange Notes Issue Deadline”), Exchange Notes in exchange for all Initial Notes tendered prior thereto in the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Securities Notes to be offered in exchange for the Offered Securities Initial Notes that are Transfer Restricted Entitled Securities and (ii) resales of Exchange Securities Notes by Broker-Dealers that tendered into the Exchange Offer Offered Securities Initial Notes that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Offered Securities Initial Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) below.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by permissible under applicable law or Commission rule, regulation or policy (after the procedures set forth in Section 6(a)(i6(a) below have been complied with), the Company shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission as soon as practicable after the Closing Date, but in no event later than 120 60 days from after the date hereof (Closing Date, the “Filing Deadline”)Exchange Offer Registration Statement, (ii) use all commercially reasonable its best efforts to cause such Exchange Offer Registration Statement to become effective at the earliest possible time, but in no event later than 210 120 days from after the date hereof (the “Effectiveness Deadline”)Closing Date, (iii) in connection with the foregoing, file (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it such Exchange Offer Registration Statement to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Act and (C) cause all necessary filings, if any, filings in connection with the registration and qualification of the New Preferred Stock or New Exchange Securities Debentures, as the case may be, to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, Offer and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and Consummate the Exchange Offer. The Exchange Offer Registration Statement shall be on the appropriate form permitting (i) registration of the New Preferred Stock or New Exchange Securities Debentures to be offered in exchange for the Offered Securities Preferred Stock or the Exchange Debentures, as the case may be, that are Transfer Restricted Securities and (ii) resales to permit sales of Exchange Broker-Dealer Transfer Restricted Securities by Restricted Broker-Dealers that tendered into the Exchange Offer Offered Securities that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Offered Securities acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) below.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by permissible under applicable law or Commission rule, regulation or SEC policy (after the procedures set forth in Section 6(a)(i6(a) below hereof have been complied with), each of the Company Company, the Co-Issuer and the Guarantors shall (i) use its commercially reasonable efforts to cause the Exchange Offer Registration Statement to be filed with the Commission no later than 120 days from SEC an Exchange Offer Registration Statement under the date hereof (Securities Act relating to the “Filing Deadline”)Exchange Securities and the Exchange Offer, (ii) use all its commercially reasonable efforts to cause such Exchange Offer Registration Statement to become be declared effective no later than 210 on or prior to 365 days from after the date hereof Closing Date (or if such 365th day is not a Business Day, the “Effectiveness Deadline”next succeeding Business Day), (iii) in connection with the foregoing, file (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it such Registration Statement to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings, if any, filings in connection with the registration and qualification of the Exchange Securities to be made under the Blue Sky state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) as soon as practicable upon the effectiveness of such Exchange Offer Registration Statement, commence the Exchange Offer and Consummate issue Exchange Securities in exchange for all Initial Securities validly tendered and not withdrawn pursuant to the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Securities to be offered in exchange for the Offered Securities that are Transfer Restricted Securities and (ii) to permit resales of Exchange Initial Securities held by Broker-Dealers that tendered into the Exchange Offer Offered Securities that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Offered Securities acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) belowhereof.

Registered Exchange Offer. (a) Unless In the event a Rule 144A Offering is consummated, unless the Exchange Offer shall not be permitted by applicable federal law or Commission rule, regulation or policy (after the procedures set forth in Section 6(a)(i7(a)(i) below have been complied with), the Company shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission as soon as practicable after the consummation of such Rule 144A Offering (the "RULE 144A CLOSING DATE"), but in no event later than 120 60 days from after the date hereof Rule 144A Closing Date (such day being the “Filing Deadline”"EXCHANGE FILING DEADLINE"), (ii) use all commercially its reasonable best efforts to cause such Exchange Offer Registration Statement to become effective at the earliest possible time, but in no event later than 210 150 days from after the date hereof Rule 144A Closing Date (such 150th day being the “Effectiveness Deadline”"EXCHANGE EFFECTIVENESS DEADLINE"), (iii) in connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Act and (C) cause all necessary filings, if any, in connection with the registration and qualification of the Exchange Securities Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Securities Notes to be offered in exchange for the Offered Securities that are Transfer Restricted Securities Registrable Notes sold in a Rule 144A Offering and (ii) resales of Exchange Securities Notes by Broker-Dealers that tendered into the Exchange Offer Offered Securities Registrable Notes that such Broker-Dealer acquired for its own account as a result of market-market making activities or other trading activities (other than Offered Securities Registrable Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c5(c) below.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by applicable law or Commission rule, regulation or policy (after the procedures set forth in Section 6(a)(i) below have been complied with), the Company and the Guarantors shall (i) use all commercially reasonable efforts to cause the Exchange Offer Registration Statement to be filed with the Commission Commission, as soon as practicable after the Closing Date, but in no event later than 120 90 days from after the date hereof Closing Date (such 90th day being the “Filing Deadline”), (ii) use all commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective at the earliest possible time, but in no event later than 210 days from the date hereof day that is the 180th day after such Exchange Offer Registration Statement was filed with the Commission (such day being the “Exchange Offer Effectiveness Deadline”), (iii) in connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Act and (C) cause all necessary filings, if any, in connection with the registration and qualification of the Exchange Securities Notes to be made under the Blue Sky blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Securities Notes to be offered in exchange for the Offered Securities Initial Notes that are Transfer Restricted Securities and (ii) resales of Exchange Securities Notes by Broker-Dealers that tendered into the Exchange Offer Offered Securities Initial Notes that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Offered Securities Initial Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) below. The Exchange Offer shall not be subject to any conditions, other than that (i) the Exchange Offer does not violate applicable law or any applicable interpretation of the staff of the SEC and (ii) no action or proceeding shall have been instituted or threatened in any court or by any governmental agency which might materially impair the ability of the Company and the Guarantors to proceed with the Exchange Offer, and no material adverse development shall have occurred in any existing action or proceeding with respect to the Company and Guarantors.

Registered Exchange Offer. (a) Unless The Company and the Exchange Offer shall not be permitted by applicable law or Commission rule, regulation or policy (after the procedures set forth in Section 6(a)(i) below have been complied with), the Company Guarantors shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission no later than 120 days from the date hereof (the “Filing Deadline”)Commission, (ii) use all their commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective no later than 210 days from the date hereof (the “Effectiveness Deadline”)effective, (iii) in connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Act Statement, and (C) cause all necessary filings, if any, in connection with the registration and qualification of the Exchange Securities Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) unless the Exchange Offer shall not be permitted by applicable law or Commission policy (after the procedures set forth in Section 6(a)(i) below have been complied with), upon the effectiveness of such Exchange Offer Registration Statement, (A) commence and Consummate the Exchange Offer on or prior to January 29, 2014 (such date being the “Exchange Offer Consummation Deadline”) and (B) use their commercially reasonable efforts to issue on or prior to 35 Business Days, or longer, if required by applicable securities laws, after the date on which the Exchange Offer Registration Statement was declared effective by the Commission (such 35th Business Day, or such later date required by applicable securities laws, being the “Exchange Notes Issue Deadline”), Exchange Notes in exchange for all Initial Notes tendered prior thereto in the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Securities Notes to be offered in exchange for the Offered Securities Initial Notes that are Transfer Restricted Entitled Securities and (ii) resales of Exchange Securities Notes by Broker-Dealers that tendered into the Exchange Offer Offered Securities Initial Notes that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Offered Securities Initial Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) below.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by applicable law or Commission rule, regulation or policy (after the procedures set forth in Section 6(a)(i6(a)(iii)(A) below have been complied with), the Company shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission no later than 120 on or prior to 90 days from after the date hereof Closing Date (the “Filing Deadline”"FILING DEADLINE"), (ii) use all its commercially reasonable efforts to cause such Exchange Offer Registration Statement to become be declared effective no later than 210 on or prior to 180 days from after the date hereof Closing Date (the “Effectiveness Deadline”"EFFECTIVENESS DEADLINE"), (iii) in connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be reasonably necessary in order to cause it to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Act and (C) cause all necessary filings, if any, in connection with the registration and qualification of the Exchange Securities Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence commence, and Consummate use its commercially reasonable efforts to Consummate, the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (iI) registration of the Exchange Securities Notes to be offered in exchange for the Offered Securities Notes that are Transfer Restricted Securities and (iiII) resales of Exchange Securities Notes by Broker-Dealers that tendered into the Exchange Offer Offered Securities Notes that such Broker-Dealer acquired for its own account as a result of market-market making activities or other trading activities (other than Offered Securities Notes acquired directly from the Company or any Affiliate of its Affiliatesthe Company) as contemplated by Section 3(c) below.

Registered Exchange Offer. (a) Unless To the Exchange Offer shall extent not be permitted prohibited by applicable law or Commission rule, regulation or policy (after interpretation of the procedures set forth in Section 6(a)(i) below have been complied with)staff of the Commission, the Company Issuer shall use its reasonable best efforts to (i) cause the Exchange Offer Registration Statement to be filed with the Commission no later than 120 days from as soon as practicable, a Registration Statement under the date hereof (Act relating to the “Filing Deadline”), New Notes and the Exchange Offer and (ii) use all commercially reasonable efforts to cause such Exchange Offer Registration Statement to become be declared effective no later than 210 days from by the date hereof (the “Effectiveness Deadline”), (iii) in Commission as soon as practicable. In connection with the foregoing, the Issuer shall use its reasonable best efforts to (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it such Registration Statement to become effective, (B) file, if applicable, file a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Act and Act, (C) cause all necessary filings, if any, filings in connection with the registration and qualification of the Exchange Securities New Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange OfferOffer (provided, however, that the Issuer shall not be obligated to qualify as a foreign corporation in any jurisdiction in which it is not so qualified or to take any action that would subject it to general service of process or taxation in any jurisdiction where it is not so subject, except service of process with respect to the offering and sale of the New Notes) and (ivD) upon the effectiveness of such Exchange Offer Registration Statement, commence the Exchange Offer and Consummate use its reasonable best efforts to issue New Notes in exchange for all Old Notes tendered in the Exchange Offer, unless the Exchange Offer would not be permitted by any applicable law or interpretation of the staff of the Commission. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Securities New Notes to be offered in exchange for the Offered Securities that are Transfer Restricted Securities and (ii) to permit resales of Exchange Securities New Notes held by Broker-Dealers that tendered into the Exchange Offer Offered Securities that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Offered Securities acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) below. If, after such Exchange Offer Registration Statement initially is declared effective by the Commission, the Exchange Offer or the issuance of New Notes under the Exchange Offer or the resale of New Notes received by Broker-Dealers in the Exchange Offer as contemplated by Section 3(c) below is interfered with by any stop order, injunction or other order or requirement of the Commission or any other governmental agency or court, such Registration Statement shall be deemed not to have become effective for purposes of this Agreement during the period that such stop order, injunction or other similar order or requirement shall remain in effect.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by would violate applicable law or any applicable interpretations of the staff of the Commission rule, regulation or policy (after the procedures set forth in Section 6(a)(i) below have been complied with)there are no Transfer Restricted Securities outstanding, the Company and the Guarantors shall (i) cause use their commercially reasonable efforts to file with the Commission the Exchange Offer Registration Statement to be filed with the Commission no later than 120 days from the date hereof (the “Filing Deadline”)on an appropriate form, (ii) use all commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective no later than 210 days from the date hereof (the “Effectiveness Deadline”), (iii) in connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Act Statement, and (C) cause all necessary filings, if any, in connection with the registration and qualification of the Exchange Securities Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iviii) unless the Exchange Offer shall not be permitted by applicable law or Commission policy (after the procedures set forth in Section 6(a)(i) below have been complied with), upon the effectiveness of such Exchange Offer Registration Statement, commence and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Securities Notes to be offered in exchange for the Offered Securities Initial Notes that are Transfer Restricted Securities and (ii) resales of Exchange Securities Notes by Broker-Dealers that tendered into the Exchange Offer Offered Securities Initial Notes that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Offered Securities Initial Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) below.