Common use of Registered Exchange Offer Clause in Contracts

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy, each of the Issuer and the Guarantors shall (i) use its commercially reasonable efforts to cause to be filed with the Commission the Exchange Offer Registration Statement within 270 days after the Closing Date (as defined in the Purchase Agreement) (or if such 270th day is not a Business Day, the next succeeding Business Day), (ii) use its commercially reasonable efforts to cause such Registration Statement to become effective as promptly as possible (unless it becomes effective automatically upon filing), but in no event later than 365 days after the Closing Date (or if such 365th day is not a Business Day, the next succeeding Business Day), (iii) in connection with the foregoing, file (A) all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities to be made under the 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 Registration Statement, commence the Exchange Offer. The Exchange Offer Registration Statement shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policypolicy (after the procedures set forth in Section 7(a)(i) hereof have been complied with), each of the Issuer Company and the Guarantors shall (i) use its commercially reasonable efforts to cause to be filed with the Commission the Exchange Offer Registration Statement within 270 180 days after the Closing Issue Date (as defined in the Purchase Agreement) (or if such 270th 180th day is not a Business Day, the next succeeding Business Day)) the Exchange Offer Registration Statement, (ii) use its their commercially reasonable efforts to cause such Registration Statement to become or be declared effective as promptly as at the earliest possible (unless it becomes effective automatically upon filing)time, but in no event later than 365 270 days after the Closing Issue Date (or if such 365th 270th day is not a Business Day, the next succeeding Business Day), (iii) in connection with the foregoing, file (A) file all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become or be declared effective, (B) if applicable, file a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities to be made under the 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 Registration StatementStatement becoming or being declared effective, commence the Exchange Offer. The Exchange Offer Registration Statement shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Registrable Securities and to permit resales of Initial Securities held by Broker-Dealers as contemplated by Section 3(c) hereof. The Company shall use its commercially reasonable efforts to cause all Exchange Securities to have the same CUSIP number.

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 permissible under permitted by applicable law or Commission policy, each of the Issuer and the Guarantors Company shall (i) use its commercially reasonable efforts to cause to be filed with the Commission as soon as practicable after the Exchange Offer Registration Statement within 270 Closing Date, but in no event later than 120 days after the Closing Date (as defined in the Purchase Agreement) (or if such 270th 120th day is not a Business Day, the next succeeding Business Day), a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer, (ii) use its commercially reasonable best efforts to cause such Registration Statement to become effective as promptly as at the earliest possible (unless it becomes effective automatically upon filing)time, but in no event later than 365 180 days after the Closing Date (or if such 365th 180th day is not a Business Day, the next succeeding Business Day), (iii) in connection with the foregoing, file (A) all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities to be made under the 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 Registration Statement, commence the Exchange Offer. The Exchange Offer Registration Statement shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policypolicy (after the procedures set forth in Section 6(a) hereof have been complied with), each of the Company, the Co-Issuer and the Guarantors shall (i) use its commercially reasonable efforts to cause a Registration Statement under the Securities Act relating to be filed with the Commission Exchange Securities and the Exchange Offer Registration Statement within 270 days after the Closing Date (as defined in the Purchase Agreement) (or if such 270th day is not a Business Day, the next succeeding Business Day), (ii) use its commercially reasonable efforts to cause such Registration Statement to become effective as promptly as possible (unless it becomes effective automatically upon filing), but in no event later than 365 days after the Closing Date (or if such 365th day is not a Business Day, the next succeeding Business Day), (iiiii) in connection with the foregoing, file (A) all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iviii) upon the effectiveness of such Registration Statement, commence the Exchange Offer. The Exchange Offer Registration Statement shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Exchange Securities held acquired by Broker-Dealers in exchange for Initial Securities as contemplated by Section 3(c) hereof.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policypolicy (after the procedures set forth in Section 6(a) hereof have been complied with), each of the Issuer Company and the Guarantors shall (i) use its commercially reasonable efforts to cause to be filed with the Commission on or before the Exchange Offer Registration Statement within 270 date that is 210 days after the Closing Date (as defined in the Purchase Agreement) (or if such 270th 210th day is not a Business Day, the next succeeding Business Day), a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer, (ii) use its commercially reasonable efforts to cause such Registration Statement to become effective as promptly as possible (unless it becomes effective automatically upon filing), but in no event later than 365 within 260 days after the Closing Date (or if such 365th 260th day is not a Business Day, the next succeeding Business Day), (iii) in connection with the foregoing, file (A) all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities to be made under the 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 Registration Statement, commence the Exchange Offer. The Exchange Offer Registration Statement shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policypolicy (after the procedures set forth in Section 6(a) hereof have been complied with), each of the Issuer Company and the Guarantors shall (i) use its commercially reasonable efforts to cause to be filed file with the Commission the Exchange Offer Registration Statement within 270 180 calendar days after the Closing Date (as defined in the Purchase Agreement) Date, (or if such 270th 180th day is not a Business Day, the next succeeding Business Day), a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer, (ii) use its their respective commercially reasonable efforts to cause such Registration Statement to become effective as promptly as possible (unless it becomes effective automatically upon filing), but in no event later than 365 within 240 calendar days after the Closing Date (or if such 365th 240th day is not a Business Day, the next succeeding Business Day), (iii) in connection with the foregoing, file (A) file all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, file a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon promptly following the effectiveness of such Registration Statement, commence the Exchange Offer. The Exchange Offer Registration Statement shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policypolicy (after the procedures set forth in Section 6(a) hereof have been complied with), each of or there are no Transfer Restricted Securities outstanding, the Issuer and the Guarantors Company shall (i) use its commercially reasonable efforts to cause to be filed with the Commission a Registration Statement under the Securities Act relating to the Exchange Offer Registration Statement within 270 days after Securities and the Closing Date (as defined in the Purchase Agreement) (or if such 270th day is not a Business Day, the next succeeding Business Day)Exchange Offer, (ii) use its commercially reasonable efforts to cause such Registration Statement to become effective as promptly as possible (unless it becomes effective automatically upon filing), but in no event later than 365 days after the Closing Date (or if such 365th day is not a Business Day, the next succeeding Business Day)effective, (iii) in connection with the foregoing, file (A) file all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, file a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon promptly following the effectiveness of such Registration Statement, commence the Exchange Offer. The Company shall use its commercially reasonable efforts to Consummate the Exchange Offer 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”). If the Exchange Offer is required pursuant to this Section 3(a), the Exchange Offer Registration Statement shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Transfer Restricted Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policypolicy (after the procedures set forth in Section 6(a) below have been complied with), each of the Issuer Company and the Guarantors Trust shall (i) use its commercially reasonable efforts to cause to be filed with the Commission as soon as practicable after the Exchange Offer Registration Statement within 270 Closing Date, but in no event later than 150 days after the Closing Date (as defined in Date, a Registration Statement under the Purchase Agreement) (or if such 270th day is not a Business Day, Securities Act relating to the next succeeding Business Day)New Securities and the Exchange Offer, (ii) use its commercially reasonable their respective best efforts to cause such Registration Statement to become effective as promptly as at the earliest possible (unless it becomes effective automatically upon filing)time, but in no event later than 365 180 days after the Closing Date (or if such 365th day is not a Business Day, the next succeeding Business Day)Date, (iii) in connection with the foregoing, file (A) all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange New Securities to be made under the state securities or blue sky 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, the Company will commence the Exchange Offer and use its best efforts to issue on or prior to 30 business days after the date on which such Registration StatementStatement was declared effective by the Commission, commence New Securities in exchange for all Securities tendered prior thereto in the Exchange Offer. The Exchange Offer Registration Statement shall be on the appropriate form permitting registration of the Exchange New Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial New Securities held by Broker-Dealers as contemplated by Section 3(c) hereofbelow.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policypolicy (after the procedures set forth in Section 6(a) hereof have been complied with), each of the Issuer Issuers and the Guarantors shall use their reasonable best efforts to (i) use its commercially reasonable efforts to cause to be filed with the Commission Commission, a Registration Statement under the Securities Act relating to the Exchange Offer Registration Statement within 270 days after Securities and the Closing Date (as defined in the Purchase Agreement) (or if such 270th day is not a Business Day, the next succeeding Business Day)Exchange Offer, (ii) use its commercially reasonable efforts to cause such Registration Statement to become effective as promptly as possible (unless it becomes effective automatically upon filing), but in no event later than 365 days after the Closing Date (or if such 365th day is not a Business Day, the next succeeding Business Day)effective, (iii) in connection with the foregoing, file (A) file all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, file a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities to be made under the 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 Registration Statement, commence the Exchange Offer. Each of the Issuers and the Guarantors shall use their reasonable best efforts to Consummate the Exchange Offer not later than 365 calendar 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 Registration Statement Offer, if required pursuant to this Section 3(a) shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Transfer Restricted Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policypolicy (after the procedures set forth in Section 6(a) hereof have been complied with), each of the Issuer Issuers and the Guarantors shall use their reasonable best efforts to (i) use its commercially reasonable efforts to cause to be filed with the Commission Commission, a Registration Statement under the Securities Act relating to the Exchange Offer Registration Statement within 270 days after Securities and the Closing Date (as defined in the Purchase Agreement) (or if such 270th day is not a Business Day, the next succeeding Business Day)Exchange Offer, (ii) use its commercially reasonable efforts to cause such Registration Statement to become effective as promptly as possible (unless it becomes effective automatically upon filing), but in no event later than 365 days after the Closing Date (or if such 365th day is not a Business Day, the next succeeding Business Day)effective, (iii) in connection with the foregoing, file (A) file all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, file a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities to be made under the 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 Registration Statement, commence the Exchange Offer. Each of the Issuers and the Guarantors shall use their reasonable best efforts to Consummate the Exchange Offer 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 Registration Statement Offer, if required pursuant to this Section 3(a) shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Transfer Restricted Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policypolicy (after the procedures set forth in Section 6(a) hereof have been complied with), or there are no Transfer Restricted Securities outstanding, each of the Issuer Company and the Guarantors shall (i) use its commercially reasonable efforts to cause to be filed with the Commission within 180 days after the Closing Date (or if such 180th day is not a Business Day, the next succeeding Business Day), a Registration Statement under the Securities Act relating to the Exchange Offer Securities and the Exchange Offer, (ii) use its reasonable best efforts to cause such Registration Statement within to become effective as promptly as practicable, but in no event later than 270 days after the Closing Date (as defined in the Purchase Agreement) (or if such 270th day is not a Business Day, the next succeeding Business Day), ) (ii) use its commercially reasonable efforts to cause such Registration Statement to become effective as promptly as possible (unless it becomes effective automatically upon filing), but in no event later than 365 days after the Closing Date (or if such 365th day is not a Business Day, the next succeeding Business Day“Effectiveness Target Date”), (iii) in connection with the foregoing, file (A) file all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) file, if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities to be made under the 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 Registration Statement, commence the Exchange Offer. The Exchange Offer Registration Statement shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Transfer Restricted Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policypolicy (after the procedures set forth in Section 7(a) hereof have been complied with), each of the Issuer Company and the Guarantors shall use their reasonable best efforts to (i) use its commercially reasonable efforts to cause to be filed with the Commission as soon as practicable after the Exchange Offer Registration Statement within 270 Closing Date, but in no event later than 90 days after the Closing Date (as defined in the Purchase Agreement) (or if such 270th 90th day is not a Business Day, the next succeeding Business Day), a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer, (ii) use its commercially reasonable efforts to cause such Registration Statement to become effective as promptly as at the earliest possible (unless it becomes effective automatically upon filing)time, but in no event later than 365 180 days after the Closing Date (or if such 365th 180th day is not a Business Day, the next succeeding Business Day), (iii) in connection with the foregoing, file (A) file all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, file a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities to be made under the 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 Registration Statement, commence the Exchange Offer. The Exchange Offer Registration Statement shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policypolicy (after the procedures set forth in Section 6(a) hereof have been complied with), each of the Issuer and the Guarantors Company shall (i) use its commercially reasonable efforts to cause to be filed with the Commission the an Exchange Offer Registration Statement within 270 days after under the Closing Date (as defined in Securities Act relating to the Purchase Agreement) (or if such 270th day is not a Business Day, Exchange Securities and the next succeeding Business Day)Exchange Offer, (ii) use its commercially reasonable efforts to cause such Registration Statement to become effective as promptly as possible (unless it becomes effective automatically upon filing), but in no event later than 365 days after under the Closing Date (or if such 365th day is not a Business Day, the next succeeding Business Day)Securities Act, (iii) in connection with the foregoing, file (A) file all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, file a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities to be made under the 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 Registration Statement, commence the Exchange Offer. The Company shall use commercially reasonable efforts to Consummate the Exchange Offer Registration Statement 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 registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Transfer Restricted Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policypolicy (after the procedures set forth in Section 6(a) hereof have been complied with), each of the Issuer Company and the Guarantors shall (i) use its commercially reasonable efforts to cause to be filed with the Commission as soon as practicable after the Exchange Offer Registration Statement within 270 Closing Date, but in no event later than 90 days after the Closing Date (as defined in the Purchase Agreement) (or if such 270th 90th day is not a Business Day, the next succeeding Business Day), a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer, (ii) use its commercially reasonable best efforts to cause such Registration Statement to become effective as promptly as at the earliest possible (unless it becomes effective automatically upon filing)time, but in no event later than 365 180 days after the Closing Date (or if such 365th 180th day is not a Business Day, the next succeeding Business Day), (iii) in connection with the foregoing, file (A) all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities to be made under the 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 Registration Statement, commence the Exchange Offer. The Exchange Offer Registration Statement shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy, each of the Issuer Company and the Guarantors shall (i) use its commercially reasonable efforts to cause to be filed with the Commission as soon as practicable after the Exchange Offer Registration Statement within Closing Date, but in no event later than 270 days after the Closing Date (as defined in the Purchase Agreement) (or if such 270th day is not a Business Day, the next succeeding Business Day), a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer, (ii) use its commercially reasonable efforts to cause such Registration Statement to become effective as promptly as possible (unless it becomes effective automatically upon filing)effective, but in no event later than 365 360 days after the Closing Date (or if such 365th 360th day is not a Business Day, the next succeeding Business Day) (the “Effectiveness Target Date”), (iii) in connection with the foregoing, file (A) file all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, file a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities to be made under the 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 Registration Statement, commence the Exchange Offer. The Exchange Offer Registration Statement shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policypolicy (after the procedures set forth in Section 6(a) hereof have been complied with), each of the Issuer and the Guarantors Partnership shall (i) use its commercially reasonable efforts to cause to be filed with the Commission as soon as practicable after the Exchange Offer Registration Statement within 270 Closing Date, but in no event later than 90 days after the Closing Date (as defined in the Purchase Agreement) (or if such 270th 90th day is not a Business Day, the next succeeding Business Day), a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer, (ii) use its commercially reasonable best efforts to cause such Registration Statement to become effective as promptly as at the earliest possible (unless it becomes effective automatically upon filing)time, but in no event later than 365 210 days after the Closing Date (or if such 365th 210th day is not a Business Day, the next succeeding Business Day), (iii) in connection with the foregoing, file (A) all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities to be made under the state securities or 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 Registration Statement, commence the Exchange Offer. The Exchange Offer Registration Statement shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policypolicy (after the procedures set forth in Section 6(a) hereof have been complied with), each of the Issuer and the Guarantors Company shall (i) use its commercially reasonable efforts to cause to be filed with the Commission as soon as practicable after the Exchange Offer Registration Statement within 270 Closing Date, but in no event later than 120 days after the Closing Date (as defined in the Purchase Agreement) (or if such 270th 120th day is not a Business Day, the next succeeding Business Day), a Registration Statement under the Securities Act relating to the Exchange Notes and the Exchange Offer, (ii) use its commercially reasonable efforts to cause such Registration Statement to become effective as promptly as at the earliest possible (unless it becomes effective automatically upon filing)time, but in no event later than 365 180 days after the Closing Date (or if such 365th 180th day is not a Business Day, the next succeeding Business Day), (iii) in connection with the foregoing, file (A) all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities Notes to be made under the 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 Registration Statement, commence the Exchange Offer. The Exchange Offer Registration Statement shall be on the appropriate form permitting registration of the Exchange Securities Notes to be offered in exchange for the Transfer Restricted Registrable Securities and to permit resales of Initial Securities Notes held by Broker-Dealers as contemplated by Section 3(c) hereof.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policypolicy (after the procedures set forth in Section 6(a) hereof have been complied with), each of the Issuer Company and the Guarantors shall (i) use its commercially reasonable efforts to cause to be filed with the Commission as soon as practicable after the Exchange Offer Registration Statement within 270 Closing Date, but in no event later than 180 days after the Closing Date (as defined in the Purchase Agreement) (or if such 270th 180th day is not a Business Day, the next succeeding Business Day), a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer, (ii) use its commercially reasonable best efforts to cause such Registration Statement to become effective as promptly as at the earliest possible (unless it becomes effective automatically upon filing)time, but in no event later than 365 240 days after the Closing Date (or if such 365th 240th day is not a Business Day, the next succeeding Business Day), (iii) in connection with the foregoing, file (A) file all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, file a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon promptly after the effectiveness of such Registration Statement, commence the Exchange Offer. The Exchange Offer Registration Statement shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy, each of the Issuer Company and the Guarantors shall (i) use its commercially reasonable efforts to cause to be filed with the Commission the Exchange Offer Registration Statement within 270 180 days after the Closing Release Date (as defined in the Purchase Agreement) (or if such 270th 180th day is not a Business Day, the next succeeding Business Day), (ii) use its commercially reasonable efforts to cause such Registration Statement to become effective as promptly as possible (unless it becomes effective automatically upon filing), but in no event later than 365 270 days after the Closing Release Date (or if such 365th 270th day is not a Business Day, the next succeeding Business Day), (iii) in connection with the foregoing, file (A) all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities to be made under the 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 Registration Statement, commence the Exchange Offer. The Exchange Offer Registration Statement shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policypolicy (after the procedures set forth in Section 6(a) hereof have been complied with), or there are no Transfer Restricted Securities outstanding, each of the Issuer Company and the Guarantors shall (i) use its commercially reasonable efforts to cause to be filed with the Commission within 60 days of the Closing Date, a Registration Statement under the Securities Act relating to the Exchange Offer Registration Statement within 270 days after Securities and the Closing Date (as defined in the Purchase Agreement) (or if such 270th day is not a Business Day, the next succeeding Business Day)Exchange Offer, (ii) use its commercially reasonable efforts to cause such Registration Statement to become effective as promptly as possible (unless it becomes effective automatically upon filing), but in no event later than 365 within 120 days after of the Closing Date (or if such 365th day is not a Business Day, the next succeeding Business Day)Date, (iii) in connection with the foregoing, file (A) all pre-effective amendments to such Registration Statement as may be reasonably necessary in order to cause such Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all reasonably necessary filings in connection with the registration and qualification of the Exchange Securities to be made under the 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 Registration Statement, commence use commercially reasonable efforts to Consummate the Exchange OfferOffer within 30 Business Days (the “Exchange Date”). The Exchange Offer Registration Statement shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Transfer Restricted Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policypolicy (after the procedures set forth in Section 6(a) hereof have been complied with), each of the Issuer Company and the Guarantors shall (i) use its commercially reasonable efforts to cause to be filed with the Commission the Exchange Offer Registration Statement within 270 no later than 180 days after the Closing Date (as defined in the Purchase Agreement) (or if such 270th 180th day is not a Business Day, the next succeeding Business Day), a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer, (ii) use its commercially reasonable efforts to cause such Registration Statement to become effective as promptly as at the earliest possible (unless it becomes effective automatically upon time after its initial filing), but in no event later than 365 240 days after the Closing Date (or if such 365th 240th day is not a Business Day, the next succeeding Business Day), (iii) in connection with the foregoing, file (A) all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities to be made under the 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 Registration Statement, commence the Exchange Offer. The Exchange Offer Registration Statement shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policypolicy (after the procedures set forth in Section 6(a) hereof have been complied with), each of the Issuer and the Guarantors Company shall (i) use its commercially reasonable efforts to cause to be filed with the Commission the an Exchange Offer Registration Statement within 270 days after under the Closing Date (as defined in Securities Act relating to the Purchase Agreement) (or if such 270th day is not a Business Day, Exchange Securities and the next succeeding Business Day)Exchange Offer, (ii) use its commercially reasonable efforts to cause such Registration Statement to become effective as promptly as possible (unless it becomes effective automatically upon filing), but in no event later than 365 days after under the Closing Date (or if such 365th day is not a Business Day, the next succeeding Business Day)Securities Act, (iii) in connection with the foregoing, file (A) all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities to be made under the 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 Registration Statement, commence the Exchange Offer. The Company shall use reasonable efforts to Consummate the Exchange Offer Registration Statement 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 registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Transfer Restricted Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policypolicy (after the procedures set forth in Section 6(a) hereof have been complied with), each of the Issuer Issuers and the Guarantors shall (i) use its commercially reasonable efforts to cause to be filed with the Commission the Exchange Offer Registration Statement within 270 on or prior to 90 days after the Closing Date (as defined in the Purchase Agreement) (or if such 270th 90th day is not a Business Day, the next succeeding Business Day), a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer, (ii) use its commercially reasonable best efforts to cause such Registration Statement to become effective as promptly as possible (unless it becomes effective automatically upon filing), but in no event later than 365 on or prior to 180 days after the Closing Date (or if such 365th 90th day is not a Business Day, the next succeeding Business Day), (iii) in connection with the foregoing, file (A) all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities to be made under the 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 Registration Statement, promptly commence the Exchange Offer. The Exchange Offer Registration Statement shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy, each of the Issuer and the Guarantors shall (i) use its commercially reasonable efforts to cause to be filed with the Commission the Exchange Offer Registration Statement within 270 180 days after the Closing Date (as defined in the Purchase Agreement) (or if such 270th 180th day is not a Business Day, the next succeeding Business Day), (ii) use its commercially reasonable efforts to cause such Registration Statement to become effective as promptly as possible (unless it becomes effective automatically upon filing), but in no event later than 365 270 days after the Closing Date (or if such 365th 270th day is not a Business Day, the next succeeding Business Day), (iii) in connection with the foregoing, file (A) all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities to be made under the 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 Registration Statement, commence the Exchange Offer. The Exchange Offer Registration Statement shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy, each of the Issuer Company and the Guarantors shall (i) use its commercially reasonable efforts to cause to be filed with the Commission the Exchange Offer Registration Statement within 270 180 days after the Closing Date (as defined in the Purchase Agreement) (or if such 270th 180th day is not a Business Day, the next succeeding Business Day), (ii) use its commercially reasonable efforts to cause such Registration Statement to become effective as promptly as possible (unless it becomes effective automatically upon filing), but in no event later than 365 270 days after the Closing Date (or if such 365th 270th day is not a Business Day, the next succeeding Business Day), (iii) in connection with the foregoing, file (A) all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities to be made under the 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 Registration Statement, commence the Exchange Offer. The Exchange Offer Registration Statement shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policypolicy (after the procedures set forth in Section 6(a) hereof have been complied with), each of the Issuer and the Guarantors shall shall, after the Closing Date, (i) use its commercially reasonable efforts to cause to be filed with the Commission the Exchange Offer Registration Statement within 270 days as soon as practicable after the Closing Date (as defined in a Registration Statement under the Purchase Agreement) (or if such 270th day is not a Business Day, Securities Act relating to the next succeeding Business Day)Exchange Securities and the Exchange Offer, (ii) use its commercially reasonable efforts to cause such Registration Statement to become effective as promptly as at the earliest possible (unless it becomes effective automatically upon filing)time, but in no event later than 365 360 days after the Closing Date (or if such 365th 360th day is not a Business Day, the next succeeding Business Day), (iii) in connection with the foregoing, use its commercially reasonable efforts to file (A) all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities to be made under the 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 Registration Statement, use its commercially reasonable efforts to commence the Exchange Offer. The Exchange Offer Registration Statement shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policypolicy (after the procedures set forth in Section 6(a) hereof have been complied with), each of the Issuer Company and the Guarantors shall (i) use its commercially reasonable efforts to cause to be filed with the Commission the an Exchange Offer Registration Statement within 270 days after under the Closing Date (as defined in Securities Act relating to the Purchase Agreement) (or if such 270th day is not a Business Day, Exchange Securities and the next succeeding Business Day)Exchange Offer, (ii) use its commercially their reasonable efforts to cause such Registration Statement to become effective as promptly as possible (unless it becomes effective automatically upon filing), but in no event later than 365 days after under the Closing Date (or if such 365th day is not a Business Day, the next succeeding Business Day)Securities Act, (iii) in connection with the foregoing, file (A) all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities to be made under the 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 Registration Statement, commence the Exchange Offer. Each of the Company and the Guarantors shall use reasonable efforts to Consummate the Exchange Offer 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 Registration Statement shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Transfer Restricted Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under permitted by applicable federal law or Commission policy(after the procedures set forth in Section 6(a)(i) below have been complied with), each of the Issuer and the Guarantors Company shall (i) use its commercially reasonable efforts to cause to be filed with the Commission by the Exchange Offer Registration Statement within 270 days 120th day after the Closing Issue Date (as defined in the Purchase Agreement) (or if such 270th 120th day is not a Business Day, the next succeeding Business Day), the Exchange Offer Registration Statement, (ii) use its commercially reasonable best 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 365 days by the 180th day after the Closing Issue Date (or if such 365th 180th day is not a Business Day, the 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 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 filings, if any, in connection with the registration and qualification of the Exchange Securities Notes to be made under the state securities or 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 Registration Statement shall be on the appropriate form permitting registration of the Exchange Securities Notes to be offered in exchange for the New Notes that are Transfer Restricted Securities and to permit resales sales of Initial Broker-Dealer Transfer Restricted Securities held by Restricted Broker-Dealers as contemplated by Section 3(c) hereofbelow.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policypolicy (after the procedures set forth in Section 6(a) hereof have been complied with), each of the Issuer and the Guarantors Company shall (i) use its commercially reasonable efforts to cause to be filed with the Commission the Exchange Offer Registration Statement within 270 no later than 30 days after the Closing Date (as defined in the Purchase Agreement) (or if such 270th 30th day is not a Business Day, the next succeeding Business Day), a Registration Statement under the Securities Act relating to the Exchange Notes and the Exchange Offer, (ii) use its commercially reasonable efforts to cause such Registration Statement to become effective as promptly as possible (unless it becomes effective automatically upon filing), but in no event later than 365 90 days after the Closing Date (or if such 365th 90th day is not a Business Day, the next succeeding Business Day), (iii) in connection with the foregoing, use its commercially reasonable efforts to file (A) all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities Notes to be made under the 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 Registration Statement, promptly commence the Exchange Offer. The Exchange Offer Registration Statement shall be on the appropriate form permitting registration of the Exchange Securities Notes to be offered in exchange for the Transfer Restricted Securities Notes and to permit resales of Initial Securities Notes held by Broker-Dealers as contemplated by Section 3(c) hereof.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policypolicy (after the procedures set forth in Section 6(a) hereof have been complied with), each of the Issuer Company and the Guarantors shall (i) use its commercially reasonable efforts to file or cause to be filed with the Commission on or before the Exchange Offer Registration Statement within 270 days 270th day after the Closing Date (as defined in the Purchase Agreement) (or if such 270th day is not a Business Day, the next succeeding Business Day), a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer, (ii) use its commercially reasonable efforts to cause such Registration Statement to become effective as promptly as possible (unless it becomes effective automatically upon filing), but in no event not later than 365 360 days after the Closing Date (or if such 365th 360th day is not a Business Day, the next succeeding Business Day), (iii) in connection with the foregoing, file or cause to be filed (A) all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities to be made under the 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 Registration Statement, commence the Exchange Offer. The Exchange Offer Registration Statement shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policypolicy (after the procedures set forth in Section 6(a) hereof have been complied with), each of the Issuer and the Guarantors Company shall (i) use its commercially reasonable efforts to cause to be filed file with the Commission as soon as practicable after the Exchange Offer Registration Statement within 270 Closing Date, but in no event later than 120 days after the Closing Date (as defined in the Purchase Agreement) (or if such 270th 120th day is not a Business Day, the next succeeding Business Day), a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer, (ii) use its commercially reasonable best efforts to cause such Registration Statement to become be declared effective as promptly as at the earliest possible (unless it becomes effective automatically upon filing)time, but in no event later than 365 210 days after the Closing Date (or if such 365th 210th day is not a Business Day, the next succeeding Business Day), (iii) in connection with the foregoing, file (A) all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities to be made under the 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 Registration Statement, commence the Exchange Offer. The Exchange Offer Registration Statement shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policypolicy (after the procedures set forth in Section 6(a) hereof have been complied with), each of the Issuer Company and the Guarantors shall (i) use its commercially reasonable efforts (i) to cause to be filed file with the Commission a Registration Statement under the Securities Act relating to the Exchange Offer Registration Statement within 270 days after Securities and the Closing Date (as defined in the Purchase Agreement) (or if such 270th day is not a Business Day, the next succeeding Business Day)Exchange Offer, (ii) use its commercially reasonable efforts to cause such Registration Statement to become effective as promptly as possible (unless it becomes effective automatically upon filing), but in no event later than 365 days after the Closing Date (or if such 365th day is not a Business Day, the next succeeding Business Day)effective, (iii) in connection with the foregoing, file (A) file all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, file a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities to be made under the 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 Registration Statement, commence the Exchange Offer. Each of the Company and the Guarantors shall use its 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”). The Exchange Offer Registration Statement shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policypolicy (after the procedures set forth in Section 6(a) hereof have been complied with), each of the Company, the Co-Issuer and the Guarantors shall (i) use its commercially reasonable efforts to cause a Registration Statement under the Securities Act relating to be filed with the Commission Exchange Securities and the Exchange Offer Registration Statement within 270 days after the Closing Date (as defined in the Purchase Agreement) (or if such 270th day is not a Business Day, the next succeeding Business Day), (ii) use its commercially reasonable efforts to cause such Registration Statement to become effective as promptly as possible (unless it becomes effective automatically upon filing), but in no event later than 365 days after the Existing Notes Closing Date (or if such 365th day is not a Business Day, the next succeeding Business Day), (iiiii) in connection with the foregoing, file (A) all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iviii) upon the effectiveness of such Registration Statement, commence the Exchange Offer. The Exchange Offer Registration Statement shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Exchange Securities held acquired by Broker-Dealers in exchange for Initial Securities as contemplated by Section 3(c) hereof.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policypolicy (after the procedures set forth in Section 6(a) hereof have been complied with), or there are no Transfer Restricted Securities outstanding, each of the Issuer Company and the Guarantors shall (i) use its commercially reasonable efforts to cause to be filed with the Commission the Exchange Offer Registration Statement within 270 days after the Closing Date (as defined in the Purchase Agreement) (or if such 270th day is not a Business DayCommission, the next succeeding Business Day), (ii) use its commercially reasonable efforts to cause such Registration Statement to become effective as promptly as possible (unless it becomes effective automatically upon filing), but in no event later than 365 days after the Closing Date (or if such 365th day is not a Business Day, the next succeeding Business Day), a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer, including the related Prospectus (iiithe “Exchange Offer Registration Statement”), (ii) in connection with the foregoing, file (A) all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) 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 in connection with the registration and qualification of the Exchange Securities to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iviii) upon promptly after the effectiveness of such Registration StatementStatement (the “Effectiveness Date”), commence the Exchange Offer. The Exchange Offer Registration Statement Offer, if required pursuant to this Section 3(a), shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policypolicy (after the procedures set forth in Section 6(a) hereof have been complied with), each of the Issuer Company and the Guarantors shall (i) use its commercially reasonable efforts to cause to be filed with the Commission the Exchange Offer Registration Statement within 270 90 days after the Closing Date (as defined in the Purchase Agreement) (or or, if such 270th 90th day is not a Business Day, by the next succeeding Business Day), a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer, (ii) use its commercially reasonable efforts to cause such Registration Statement to become be declared effective as promptly as possible (unless it becomes effective automatically upon filing), but in no event later than 365 by the Commission within 180 days after the Closing Date (or or, if such 365th 180th day is not a Business Day, by the next succeeding Business Day), (iii) in connection with the foregoing, file (A) all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities to be made under the 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 Registration Statement, commence the Exchange Offer. The Exchange Offer Registration Statement shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Exchange Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policypolicy (after the procedures set forth in Section 6(a) hereof have been complied with), or there are no Transfer Restricted Securities outstanding, each of the Issuer Company and the Guarantors shall (i) use its commercially reasonable efforts to cause to be filed with the Commission the Exchange Offer Registration Statement within 270 days after the Closing Date (as defined in the Purchase Agreement) (or if such 270th day is not a Business DayCommission, the next succeeding Business Day), (ii) use its commercially reasonable efforts to cause such Registration Statement to become effective as promptly as possible (unless it becomes effective automatically upon filing), but in no event later than 365 days after the Closing Date (or if such 365th day is not a Business Day, the next succeeding Business Day), a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer, including the related Prospectus (iiithe “Exchange Offer Registration Statement”), (ii) in connection with the foregoing, file (A) all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) 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 in connection with the registration and qualification of the Exchange Securities to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iviii) upon promptly after the effectiveness of such Registration StatementStatement (the “Effectiveness Date”), commence the Exchange Offer. The Exchange Offer Registration Statement Offer, if required pursuant to this Section 3(a), shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policypolicy (after the procedures set forth in Section 6(a) hereof have been complied with), each of the Issuer Company and the Guarantors shall use its reasonable best efforts (i) use its commercially reasonable efforts to cause to be filed file with the Commission a Registration Statement under the Securities Act relating to the Exchange Offer Registration Statement within 270 days after Securities and the Closing Date (as defined in the Purchase Agreement) (or if such 270th day is not a Business Day, the next succeeding Business Day)Exchange Offer, (ii) use its commercially reasonable efforts to cause such Registration Statement to become effective as promptly as possible (unless it becomes effective automatically upon filing), but in no event later than 365 days after the Closing Date (or if such 365th day is not a Business Day, the next succeeding Business Day)effective, (iii) in connection with the foregoing, file (A) file all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, file a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities to be made under the 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 Registration Statement, commence the Exchange Offer. Each of the Company and the Guarantors shall use its reasonable best efforts to Consummate the Exchange Offer 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 Registration Statement shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policypolicy (after the procedures set forth in Section 6(a) hereof have been complied with), each of the Issuer and the Guarantors Company shall (i) use its commercially reasonable best efforts to prepare and cause to be filed with the Commission a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer Registration Statement within 270 no later than 365 days after the Closing Date (as defined the “Filing Deadline”) and use its commercially reasonable best efforts to cause such Registration Statement to become effective at the earliest practicable time, but in no event later than 90 days after the Purchase Agreement) Filing Deadline (or if such 270th 90th day is not a Business Day, the next succeeding Business Day), (ii) use its commercially reasonable efforts to cause such Registration Statement to become effective as promptly as possible (unless it becomes effective automatically upon filing), but in no event later than 365 days after the Closing Date (or if such 365th day is not a Business Day, the next succeeding Business Day), (iii) in connection with the foregoing, file use its commercially reasonable best efforts to (A) file all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) file, if applicable, a post-effective amendment to such Registration Statement pursuant or any information required to be filed under Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iviii) upon the effectiveness of such Registration Statement, commence the Exchange OfferOffer in accordance with Section 3(b) hereof. The Exchange Offer Registration Statement shall be on the appropriate form permitting registration of the issuance and exchange of Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policypolicy (after the procedures set forth in Section 6(a) hereof have been complied with), each of the Issuer Company and the Guarantors shall (i) use its commercially reasonable efforts to cause to be filed with the Commission as soon as practicable after the Exchange Offer Registration Statement within Closing Date, but in no event later than 270 days after the Closing Date (as defined in the Purchase Agreement) (or if such 270th day is not a Business Day, the next succeeding Business Day), a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer (the “Filing Date”), (ii) use its commercially reasonable efforts to cause such Registration Statement to become effective as promptly as possible (unless it becomes effective automatically upon filing), but in no event later than 365 days after at the Closing Date (or if such 365th day is not a Business Day, the next succeeding Business Day)earliest practicable time, (iii) in connection with the foregoing, file (A) all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities to be made under the 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 Registration Statement, commence the Exchange Offer. The Exchange Offer Registration Statement shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policypolicy (after the procedures set forth in Section 6(a) below have been complied with), each of the Issuer Company and the Guarantors Trust shall (i) use its commercially reasonable efforts to cause to be filed with the Commission as soon as practicable after the Exchange Offer Registration Statement within 270 Closing Date, but in no event later than 150 days after the Closing Date (as defined in Date, a Registration Statement under the Purchase Agreement) (or if such 270th day is not a Business Day, Securities Act relating to the next succeeding Business Day)New Securities and the 6 4 Exchange Offer, (ii) use its commercially reasonable their respective best efforts to cause such Registration Statement to become effective as promptly as at the earliest possible (unless it becomes effective automatically upon filing)time, but in no event later than 365 180 days after the Closing Date (or if such 365th day is not a Business Day, the next succeeding Business Day)Date, (iii) in connection with the foregoing, file (A) all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange New Securities to be made under the state securities or blue sky 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, the Company will commence the Exchange Offer and use its best efforts to issue on or prior to 30 business days after the date on which such Registration StatementStatement was declared effective by the Commission, commence New Securities in exchange for all Securities tendered prior thereto in the Exchange Offer. The Exchange Offer Registration Statement shall be on the appropriate form permitting registration of the Exchange New Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial New Securities held by Broker-Dealers as contemplated by Section 3(c) hereofbelow.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy, each of the Issuer and the Guarantors shall (i) use its commercially reasonable efforts to cause to be filed with the Commission the Exchange Offer Registration Statement within 270 days after the Original Notes Closing Date (as defined in the Purchase Agreement) (or if such 270th day is not a Business Day, the next succeeding Business Day), (ii) use its commercially reasonable efforts to cause such Registration Statement to become effective as promptly as possible (unless it becomes effective automatically upon filing), but in no event later than 365 days after the Original Notes Closing Date (or if such 365th day is not a Business Day, the next succeeding Business Day), (iii) in connection with the foregoing, file (A) all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities to be made under the 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 Registration Statement, commence the Exchange Offer. The Exchange Offer Registration Statement shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial New Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policypolicy (after the procedures set forth in Section 6(a) hereof have been complied with), each of the Issuer and the Guarantors Operating Partnership shall (i) use its commercially reasonable efforts to cause to be filed with the Commission as soon as practicable after the Exchange Offer Registration Statement within 270 Closing Date, but in no event later than 90 days after the Closing Date (as defined in the Purchase Agreement) (or if such 270th 90th day is not a Business Day, the next succeeding Business Day), a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer, (ii) use its commercially reasonable best efforts to cause such Registration Statement to become effective as promptly as possible (unless it becomes effective automatically upon filing)at the earliest practicable time, but in no event later than 365 180 days after the Closing Date (or if such 365th 180th day is not a Business Day, the next succeeding Business Day), (iii) in connection with the foregoing, file (A) all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities to be made under the 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 Registration Statement, commence the Exchange Offer. The Exchange Offer Registration Statement shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Securities Notes held by Broker-Dealers as contemplated by Section 3(c) hereof.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policypolicy (after the procedures set forth in Section 6(a) hereof have been complied with), each of or there are no Transfer Restricted Securities outstanding, the Issuer and the Guarantors Company shall (i) use its commercially reasonable efforts to cause to be filed with the Commission a Registration Statement under the Securities Act relating to the Exchange Offer Registration Statement within 270 days after Securities and the Closing Date (as defined in the Purchase Agreement) (or if such 270th day is not a Business Day, the next succeeding Business Day)Exchange Offer, (ii) use its commercially reasonable efforts to cause such Registration Statement to become effective as promptly as possible (unless it becomes effective automatically upon filing), but in no event later than 365 days after the Closing Date (or if such 365th day is not a Business Day, the next succeeding Business Day)effective, (iii) in connection with the foregoing, file (A) file all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, file a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon promptly following the effectiveness of such Registration Statement, commence the Exchange Offer. The Company shall use its commercially reasonable efforts to Consummate the Exchange Offer not later than February 26, 2014 (the “Exchange Date”). If the Exchange Offer is required pursuant to this Section 3(a), the Exchange Offer Registration Statement shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Transfer Restricted Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policypolicy (after the procedures set forth in Section 6(a) hereof have been complied with), each of the Issuer Company and the Guarantors shall (i) use its commercially reasonable efforts to cause to be filed with the Commission as soon as practicable after the Exchange Offer Registration Statement within 270 Closing Date, but in no event later than 210 days after the Closing Date (as defined in the Purchase Agreement) (or if such 270th 210th day is not a Business Day, the next succeeding Business Day), a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer, (ii) use its commercially reasonable best efforts to cause such Registration Statement to become effective as promptly as at the earliest possible (unless it becomes effective automatically upon filing)time, but in no event later than 365 270 days after the Closing Date (or if such 365th 270th day is not a Business Day, the next succeeding Business Day), (iii) in connection with the foregoing, file (A) all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities to be made under the 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 Registration Statement, commence the Exchange Offer. The Exchange Offer Registration Statement shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policypolicy (after the procedures set forth in Section 6(a) hereof have been complied with), each of the Issuer and the any Guarantors shall (i) use its their commercially reasonable efforts to (i) cause to be filed with the Commission Commission, a Registration Statement under the Securities Act relating to the Exchange Offer Registration Statement within 270 days after Securities and the Closing Date (as defined in the Purchase Agreement) (or if such 270th day is not a Business Day, the next succeeding Business Day)Exchange Offer, (ii) use its commercially reasonable efforts to cause such Registration Statement to become effective as promptly as possible (unless it becomes effective automatically upon filing), but in no event later than 365 days after the Closing Date (or if such 365th day is not a Business Day, the next succeeding Business Day)effective, (iii) in connection with the foregoing, file (A) file all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, file a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities to be made under the 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 Registration Statement, commence the Exchange Offer. The Issuer and any Guarantors shall use their reasonable best efforts to Consummate the Exchange Offer Registration Statement not later than 365 calendar 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, if required pursuant to this Section 3(a) shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Transfer Restricted Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policypolicy (after the procedures set forth in Section 6(a) hereof have been complied with), each of the Issuer Company and the Guarantors shall (i) use its commercially reasonable efforts (i) to cause to be filed file with the Commission a Registration Statement under the Securities Act relating to the Exchange Offer Registration Statement within 270 days after Securities and the Closing Date (as defined in the Purchase Agreement) (or if such 270th day is not a Business Day, the next succeeding Business Day)Exchange Offer, (ii) use its commercially reasonable efforts to cause such Registration Statement to become effective as promptly as possible (unless it becomes effective automatically upon filing), but in no event later than 365 days after the Closing Date (or if such 365th day is not a Business Day, the next succeeding Business Day)effective, (iii) in connection with the foregoing, file (A) file all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, file a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities to be made under the 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 Registration Statement, commence the Exchange Offer. Each of the Company and the Guarantors shall use its commercially reasonable efforts to Consummate the Exchange Offer 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 Registration Statement shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policypolicy (after the procedures set forth in Section 6(a) hereof have been complied with), each of the Issuer Company and the Guarantors shall (i) use its commercially reasonable efforts to cause to be filed with the Commission as soon as practicable after the Exchange Offer Registration Statement within 270 Closing Date, but in no event later than 180 days after the Closing Date (as defined in the Purchase Agreement) (or if such 270th 180th day is not a Business Day, the next succeeding Business Day), a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer, (ii) use its commercially reasonable efforts to cause such Registration Statement to become effective as promptly as at the earliest possible (unless it becomes effective automatically upon filing)time, but in no event later than 365 270 days after the Closing Date (or if such 365th 270th day is not a Business Day, the next succeeding Business Day), (iii) in connection with the foregoing, file (A) file all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, file a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities to be made under the 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 Registration Statement, commence the Exchange Offer. The Exchange Offer Registration Statement shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Securities held by Broker-Dealers as contemplated by Section 3(c) hereof. The Company shall use its commercially reasonable efforts to cause all Exchange Notes to have the same CUSIP number.

Registered Exchange Offer. (a) Unless the Exchange Offer shall is not be permissible under applicable law or Commission policypolicy (after the procedures set forth in Section 6(a)(i) hereof have been complied with), each of the Issuer Company and the Guarantors shall (i) use its commercially reasonable efforts to cause to be filed with the Commission as soon as practicable after the Exchange Offer Registration Statement within 270 Closing Date, but in no event later than 240 days after the Closing Date (as defined in the Purchase Agreement) (or if such 270th 240th day is not a Business Day, the next succeeding Business Day), a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer, (ii) use its commercially their reasonable best efforts to cause such Registration Statement to become effective as promptly soon as possible (unless it becomes effective automatically upon filing)reasonably practicable, but in no event later than 365 300 days after the Closing Date (or if such 365th 300th day is not a Business Day, the next succeeding Business Day), (iii) in connection with the foregoing, file (A) all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities to be made under the 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 Registration Statement, commence the Exchange Offer. The Exchange Offer Registration Statement shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policypolicy (after the procedures set forth in Section 6(a) hereof have been complied with), or there are no Transfer Restricted Securities outstanding, each of the Issuer Company and the Guarantors shall (i) use its commercially reasonable efforts to cause to be filed with the Commission within 90 days of the Closing Date, a Registration Statement under the Securities Act relating to the Exchange Offer Registration Statement within 270 days after Securities and the Closing Date (as defined in the Purchase Agreement) (or if such 270th day is not a Business Day, the next succeeding Business Day)Exchange Offer, (ii) use its commercially reasonable efforts to cause such Registration Statement to become effective as promptly as possible (unless it becomes effective automatically upon filing), but in no event later than 365 within 180 days after of the Closing Date (or if such 365th day is not a Business Day, the next succeeding Business Day)Date, (iii) in connection with the foregoing, file (A) all pre-effective amendments to such Registration Statement as may be reasonably necessary in order to cause such Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all reasonably necessary filings in connection with the registration and qualification of the Exchange Securities to be made under the 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 Registration Statement, commence use commercially reasonable efforts to Consummate the Exchange OfferOffer within 30 Business Days (the “Exchange Date”). The Exchange Offer Registration Statement shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Transfer Restricted Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policypolicy (after the procedures set forth in Section 6(a) hereof have been complied with) or there are no Transfer Restricted Securities outstanding, each of the Issuer Company and the Guarantors shall (i) use its commercially reasonable efforts to cause to be filed with the Commission Commission, a Registration Statement under the Securities Act relating to the Exchange Offer Registration Statement within 270 days after Securities and the Closing Date (as defined in the Purchase Agreement) (or if such 270th day is not a Business Day, the next succeeding Business Day)Exchange Offer, (ii) use its commercially reasonable efforts to cause such Registration Statement to become effective as promptly as possible (unless it becomes effective automatically upon filing), but in no event later than 365 days after the Closing Date (or if such 365th day is not a Business Day, the next succeeding Business Day)effective, (iii) in connection with the foregoing, file (A) all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities to be made under the 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 Registration Statement, commence the Exchange Offer, and (v) use its commercially reasonable efforts to Consummate the Exchange Offer not later than 400 days following the Closing Date (or if such 400th day is not a Business Day, the next succeeding Business Day) (the “Exchange Date”). The Exchange Offer Registration Statement Offer, if required pursuant to this Section 3(a), shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policypolicy (after the procedures set forth in section 6(a) hereof have been complied with), each of the Issuer and the Guarantors Company shall (i) use its commercially reasonable efforts to (i) cause to be filed with the Commission as soon as practicable after the Exchange Offer Registration Statement within 270 Closing Date, but in no event later than 365 days after the Closing Date (as defined in the Purchase Agreement) (or if such 270th 365th day is not a Business Day, the next succeeding Business Day), a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer, (ii) use its commercially reasonable efforts to cause such Registration Statement to become effective as promptly as at the earliest possible (unless it becomes effective automatically upon filing)time, but in no event later than 365 days after the Closing Date (or if such 365th day is not a Business Day, the next succeeding Business Day), (iii) in connection with the foregoing, file (A) all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities to be made under the 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 Registration Statement, commence the Exchange OfferOffer (unless the Exchange Offer would not be permitted by applicable law or Commission policy). The Exchange Offer Registration Statement shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policypolicy (after the procedures set forth in Section 6(a) hereof have been complied with), each of the Issuer and the Guarantors Company shall (i) use its commercially reasonable efforts to cause to be filed with the Commission the Exchange Offer Registration Statement within 270 no later than 30 days after the Closing Date (as defined in the Purchase Agreement) (or if such 270th 30th day is not a Business Day, the next succeeding Business Day), a Registration Statement under the Securities Act relating to the Exchange Notes and the Exchange Offer, (ii) use its commercially reasonable efforts to cause such Registration Statement to become effective as promptly as possible (unless it becomes effective automatically upon filing), but in no event later than 365 90 days after the Closing Date (or if such 365th 90th day is not a Business Day, the next succeeding Business Day), (iii) in connection with the foregoing, use its commercially reasonable efforts to file (A) all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities Notes to be made under the 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 Registration Statement, commence the Exchange Offer. The Exchange Offer Registration Statement shall be on the appropriate form permitting registration of the Exchange Securities Notes to be offered in exchange for the Transfer Restricted Securities Notes and to permit resales of Initial Securities Notes held by Broker-Dealers as contemplated by Section 3(c) hereof.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policypolicy (after the procedures set forth in Section 6(a) hereof have been complied with), each of the Issuer and the Guarantors Company shall (i) use its commercially reasonable efforts to cause to be filed with the Commission the Exchange Offer Registration Statement within no later than 270 days after the Closing Date (as defined in the Purchase Agreement) (or if such 270th day is not a Business Day, the next succeeding Business Day), a Registration Statement under the Securities Act relating to the Exchange Notes and the Exchange Offer, (ii) use its commercially reasonable efforts to cause such Registration Statement to become effective as promptly as possible (unless it becomes effective automatically upon filing), but in no event later than 365 360 days after the Closing Date (or if such 365th 360th day is not a Business Day, the next succeeding Business Day), (iii) in connection with the foregoing, use its reasonable efforts to file (A) all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities Notes to be made under the 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 Registration Statement, commence the Exchange Offer. The Exchange Offer Registration Statement shall be on the appropriate form permitting registration of the Exchange Securities Notes to be offered in exchange for the Transfer Restricted Securities Notes and to permit resales of Initial Securities Notes held by Broker-Dealers as contemplated by Section 3(c) hereof.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policypolicy (after the procedures set forth in Section 6(a) hereof have been complied with), each of the Issuer Company and the Guarantors shall (i) use its commercially reasonable efforts to cause to be filed with the Commission the Exchange Offer Registration Statement within no later than 270 days after the Closing Date (as defined in the Purchase Agreement) (or if such 270th day is not a Business Day, the next succeeding Business Day), an Exchange Offer Registration Statement, (ii) use its commercially reasonable efforts to cause such Registration Statement to become effective as promptly as possible on or before the earlier of (unless it becomes effective automatically upon filing)x) 90 days following the filing of such Registration Statement (or if such 90th day is not a Business Day, but in no event later than 365 the next succeeding Business Day) and (y) 360 days after the Closing Date (or if such 365th 360th day is not a Business Day, the next succeeding Business Day), (iii) in connection with the foregoing, file (A) all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon promptly following the effectiveness of such Registration Statement, commence the Exchange Offer. The Exchange Offer Registration Statement shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policypolicy (after the procedures set forth in section 6(a) hereof have been complied with), each of the Issuer and the Guarantors Company shall (i) use its commercially reasonable efforts to (i) cause to be filed with the Commission as soon as practicable after the Exchange Offer Registration Statement within 270 Closing Date, but in no event later than 210 days after the Closing Date (as defined in the Purchase Agreement) (or if such 270th 210th day is not a Business Day, the next succeeding Business Day), a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer, (ii) use its commercially reasonable efforts to cause such Registration Statement to become effective as promptly as at the earliest possible (unless it becomes effective automatically upon filing)time, but in no event later than 365 270 days after the Closing Date (or if such 365th 270th day is not a Business Day, the next succeeding Business Day), (iii) in connection with the foregoing, file (A) all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities to be made under the 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 Registration Statement, commence the Exchange OfferOffer (unless the Exchange Offer would not be permitted by applicable law or Commission policy). The Exchange Offer Registration Statement shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policypolicy (after the procedures set forth in Section 6(a) hereof have been complied with), or there are no Transfer Restricted Securities outstanding, each of the Issuer Company and the Guarantors shall (i) use its commercially reasonable efforts to cause to be filed with the Commission Commission, the Exchange Offer Registration Statement within 270 days after the Closing Date (as defined in the Purchase Agreement) (or if such 270th day is not a Business Day, the next succeeding Business Day)Statement, (ii) use its commercially reasonable best efforts to cause such Registration Statement to become effective as promptly as possible (unless it becomes effective automatically upon filing), but in no event later than 365 days after the Closing Date (or if such 365th day is not a Business Day, the next succeeding Business Day)effective, (iii) in connection with the foregoing, file (A) file all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, file a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities to be made under the 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 Registration Statement, commence the Exchange Offer. Each of the Company and the Guarantors shall use its reasonable best efforts to Consummate the Exchange Offer not later than fifth Business Day following the first anniversary of the Closing Date (or if such day is not a Business Day, the next succeeding Business Day) (the “Exchange Date”); provided, however, that the Company shall not be required to Consummate such Exchange Offer if all of the Securities are Freely Tradable on or before the Exchange Date. The Exchange Offer Registration Statement Statement, if required to be filed pursuant to this Section 3(a), shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Transfer Restricted Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policypolicy (after the procedures set forth in Section 6(a) hereof have been complied with), each of the Issuer Company and the Guarantors shall (i) use its commercially reasonable efforts to cause to be filed with the Commission as soon as practicable after the Exchange Offer Registration Statement within Closing Date, but in no event later than 270 days after the Closing Date (as defined in the Purchase Agreement) (or if such 270th day is not a Business Day, the next succeeding Business Day)) a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer, (ii) use its commercially reasonable efforts to cause such Registration Statement to become effective as promptly as at the earliest possible (unless it becomes effective automatically upon filing)time, but in no event later than 365 360 days after the Closing Date (or if such 365th 360th day is not a Business Day, the next succeeding Business Day) (the “Effectiveness Target Date”), (iii) in connection with the foregoing, file (A) all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities to be made under the 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 Registration Statement, commence the Exchange Offer. The Exchange Offer Registration Statement shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policypolicy (after the procedures set forth in Section 7(a)(i) hereof have been complied with), each of the Issuer Company and the Guarantors shall (i) use its commercially reasonable efforts to cause to be filed with the Commission within 180 days after the Issue Date the Exchange Offer Registration Statement within 270 days after the Closing Date (as defined in the Purchase Agreement) (or if such 270th day is not a Business Day, the next succeeding Business Day)Statement, (ii) use its their commercially reasonable efforts to cause such Registration Statement to become or be declared effective as promptly as at the earliest possible (unless it becomes effective automatically upon filing)time, but in no event later than 365 270 days after the Closing Issue Date (or if such 365th 270th day is not a Business Day, the next succeeding Business Day), (iii) in connection with the foregoing, file (A) file all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become or be declared effective, (B) if applicable, file a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities to be made under the 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 Registration StatementStatement becoming or being declared effective, commence the Exchange Offer. The Exchange Offer Registration Statement shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Registrable Securities and to permit resales of Initial Securities held by Broker-Dealers as contemplated by Section 3(c) hereof. The Company shall use its commercially reasonable efforts to cause all Exchange Securities to have the same CUSIP number.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policypolicy (after the procedures set forth in Section 6(a) hereof have been complied with), each of the Issuer Company and the Guarantors shall (i) use its commercially reasonable efforts to cause to be filed with the Commission the Exchange Offer Registration Statement within 270 no later than 210 days after the Closing Date (as defined in the Purchase Agreement) (or if such 270th 210th day is not a Business Day, the next succeeding Business Day), a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer, (ii) use its commercially reasonable efforts to cause such Registration Statement to become effective as promptly as at the earliest possible (unless it becomes effective automatically upon time after its initial filing), but in no event later than 365 270 days after the Closing Date (or if such 365th 270th day is not a Business Day, the next succeeding Business Day), (iii) in connection with the foregoing, file (A) all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities to be made under the 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 Registration Statement, commence the Exchange Offer. The Exchange Offer Registration Statement shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policypolicy (after the procedures set forth in Section 6(a) hereof have been complied with), each of the Issuer Company and the Guarantors shall (i) use its commercially reasonable efforts to cause to be filed with the Commission the Exchange Offer Registration Statement within 270 days after the Closing Date (as defined in the Purchase Agreement) (on or if such 270th day is not a Business Day, the next succeeding Business Day), (ii) use its commercially reasonable efforts prior to cause such Registration Statement to become effective as promptly as possible (unless it becomes effective automatically upon filing), but in no event later than 365 days after the Closing Date (or if such 365th day is not a Business Day, the next succeeding Business Day), an Exchange Offer Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer, (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 on or prior to 455 days after the Closing Date (or if such 455th day is not a Business Day, the next succeeding Business Day), (iii) in connection with the foregoing, file (A) file all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) 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 in connection with the registration and qualification of the Exchange Securities to be made under the 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. The Exchange Offer Registration Statement shall be on the appropriate form permitting registration of the Exchange Securities Notes to be offered in exchange for the Transfer Restricted Entitled Securities and to permit resales of Initial Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policypolicy (after the procedures set forth in Section 6(a) hereof have been complied with), each of the Issuer Company and the Guarantors shall (i) use its commercially reasonable efforts to (i) cause to be filed with the Commission the Exchange Offer Registration Statement within 270 no later than 90 days after the Closing Date (as defined in the Purchase Agreement) (or if such 270th 90th day is not a Business Day, the next succeeding Business Day), a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer, (ii) use its commercially reasonable efforts to cause such Registration Statement to become effective as promptly as possible (unless it becomes effective automatically upon filing), but in no event later than 365 180 days after the Closing Date (or if such 365th 180th day is not a Business Day, the next succeeding Business Day) (such 180th day, the “Exchange Effectiveness Target Date”), (iii) in connection with the foregoing, file (A) file all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) file, if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities to be made under the 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 Registration Statement, commence the Exchange Offer. The Exchange Offer Registration Statement shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy, each of the Issuer and the Guarantors shall (i) use its commercially reasonable efforts to cause to be filed with the Commission the Exchange Offer Registration Statement within 270 days after the Closing Date (as defined in the Purchase Agreement) (or if such 270th day is not a Business Day, the next succeeding Business Day), Statement; (ii) use its commercially reasonable efforts to cause such Registration Statement to become effective as promptly as possible (unless it becomes effective automatically upon filing), but in no event later than 365 days after the Closing Date (or if such 365th day is not a Business Day, the next succeeding Business Day), ; (iii) in connection with the foregoing, file (A) all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and ; (iv) upon within three Business Days of the effectiveness of such Registration Statement, commence the Exchange Offer; and (v) use its commercially reasonable efforts to cause the Exchange Offer to be Consummated on the earliest practicable date after the Exchange Offer Registration Statement has become effective, but in no event later than 30 Business Days after the date notice of the Exchange Offer is mailed to the Holders or 360 days after the Closing Date (or if such 360th day is not a Business Day, the next succeeding Business Day). The Exchange Offer Registration Statement shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Initial Securities and to permit resales of Initial Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policypolicy (after the procedures set forth in Section 6(a) hereof have been complied with), each of the Issuer Company and the Guarantors shall (i) use its commercially reasonable efforts to cause to be filed file with the Commission as soon as practicable after the Exchange Offer Registration Statement within Closing Date, but in no event later than 270 days after the Closing Date (as defined in the Purchase Agreement) (or if such 270th day is not a Business Day, the next succeeding Business Day), a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer, (ii) use its commercially reasonable efforts to cause such Registration Statement to become effective as promptly as at the earliest possible (unless it becomes effective automatically upon filing)time, but in no event later than 365 360 days after the Closing Date (or if such 365th 360th day is not a Business Day, the next succeeding Business Day), (iii) in connection with the foregoing, file (A) all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon promptly after the effectiveness of such Registration Statement, commence the Exchange Offer. The Exchange Offer Registration Statement shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policypolicy (after the procedures set forth in Section 6(a) hereof have been complied with), or there are no Transfer Restricted Securities outstanding, each of the Issuer Company and the Guarantors shall (i) use its commercially reasonable efforts to cause to be filed with the Commission no later than the Filing Target Date, a Registration Statement under the Securities Act relating to the Exchange Offer Securities and the Exchange Offer, (ii) use commercially reasonable efforts to cause such Registration Statement within 270 to become effective no later than 120 days after the Closing Filing Target Date (as defined in the Purchase Agreement) (or if such 270th 120th day is not a Business Day, the next succeeding Business Day), ) (ii) use its commercially reasonable efforts to cause such Registration Statement to become effective as promptly as possible (unless it becomes effective automatically upon filing), but in no event later than 365 days after the Closing Date (or if such 365th day is not a Business Daydate, the next succeeding Business Day“Effectiveness Target Date”), (iii) in connection with the foregoing, file (A) all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities to be made under the 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 Registration Statement, commence the Exchange Offer. The Exchange Offer Registration Statement shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policypolicy (after the procedures set forth in Section 6(a) hereof have been complied with), each of the Issuer Company and the Guarantors shall (i) use its commercially reasonable efforts to cause to be filed with the Commission as soon as practicable after the Exchange Offer Registration Statement within Closing Date, but in no event later than 270 calendar days after the Closing Date (as defined in the Purchase Agreement) (or if such 270th day is not a Business Day, the next succeeding Business Day), a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer, (ii) use its commercially reasonable efforts to cause such Registration Statement to become effective as promptly soon thereafter as possible (unless it becomes effective automatically upon filing), but in no event later than 365 days after the Closing Date (or if such 365th day is not a Business Day, the next succeeding Business Day)practicable, (iii) in connection with the foregoing, file (A) all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon use its commercially reasonable efforts to, as soon as practicable after the effectiveness of such Registration Statement, commence the Exchange Offer. The Exchange Offer Registration Statement shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policypolicy (after the procedures set forth in Section 6(a) hereof have been complied with), each of the Issuer Company and the Guarantors shall (i) use its commercially reasonable efforts to cause to be filed with the Commission no later than the Exchange Offer Registration Statement within 270 days after the Closing Date (as defined in the Purchase Agreement) Filing Deadline (or if such 270th day the Filing Deadline is not a Business Day, the next succeeding Business Day), a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer, (ii) use its commercially reasonable efforts to cause such Registration Statement to become effective as promptly as possible (unless it becomes effective automatically upon filing), but in no event later than 365 days after the Closing Effectiveness Target Date (or if such 365th day the Effectiveness Target Date is not a Business Day, the next succeeding Business Day), (iii) in connection with the foregoing, file (A) all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities to be made under the 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 Registration Statement, commence the Exchange Offer. The Exchange Offer Registration Statement shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policypolicy (after the procedures set forth in Section 6(a) hereof have been complied with), each of the Issuer Issuers and the Guarantors shall use their commercially reasonable efforts to: (i) use its commercially reasonable efforts to cause to be filed with the Commission the Exchange Offer Registration Statement within no later than 270 days after the Closing Date (as defined in the Purchase Agreement) (or if such 270th day is not a Business Day, the next succeeding Business Day), a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer, (ii) use its commercially reasonable efforts to cause such Registration Statement to become effective as promptly as possible (unless it becomes effective automatically upon filing), but in no event later than 365 360 days after the Closing Date (or if such 365th 360th day is not a Business Day, the next succeeding Business Day) (the “Effectiveness Target Date”), (iii) in connection with the foregoing, file (A) all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities to be made under the 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 Registration Statement, commence the Exchange Offer. The Exchange Offer Registration Statement shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policypolicy (after the procedures set forth in Section 6(a) hereof have been complied with), each of the Issuer and the Guarantors Issuers shall (i) use its commercially reasonable efforts to cause to be filed with the Commission as soon as practicable after the Exchange Offer Registration Statement within 270 Closing Date, but in no event later than 180 days after the Closing Date (as defined in the Purchase Agreement) (or if such 270th 180th day is not a Business Day, the next succeeding Business Day), a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer, (ii) use its commercially their reasonable best efforts to cause such Registration Statement to become effective as promptly as at the earliest possible (unless it becomes effective automatically upon filing)time, but in no event later than 365 240 days after the Closing Date (or if such 365th 240th day is not a Business Day, the next succeeding Business Day), (iii) in connection with the foregoing, file (A) all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities to be made under the 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 Registration Statement, commence the Exchange Offer. The Exchange Offer Registration Statement shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policypolicy (after the procedures set forth in Section 6(a) hereof have been complied with), each of the Issuer Issuers and the Guarantors shall (i) use its commercially reasonable efforts to cause to be filed with the Commission as soon as practicable after the Exchange Offer Registration Statement within 270 Closing Date, but in no event later than 180 days after the Closing Date (as defined in the Purchase Agreement) (or if such 270th 180th day is not a Business Day, the next succeeding Business Day), a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer, (ii) use its commercially reasonable efforts to cause such Registration Statement to become effective as promptly as at the earliest possible (unless it becomes effective automatically upon filing)time, but in no event later than 365 360 days after the Closing Date (or if such 365th 360th day is not a Business Day, the next succeeding Business Day), (iii) in connection with the foregoing, file (A) file all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, file a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities to be made under the 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 Registration Statement, commence the Exchange Offer. The Exchange Offer Registration Statement shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policypolicy (after the procedures set forth in Section 6(a) hereof have been complied with), each of the Issuer Company and the Guarantors shall (i) use its commercially reasonable efforts to cause to be filed with the Commission as soon as practicable after the Exchange Offer Registration Statement within Closing Date, but in no event later than 270 calendar days after the Closing Date (as defined in the Purchase Agreement) (or if such 270th day is not a Business Day, the next succeeding Business Day), a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer, (ii) use its commercially reasonable efforts to cause such Registration Statement to become effective as promptly as possible (unless it becomes effective automatically upon filing)at the earliest practicable time, but in no event later than 365 360 calendar days after the Closing Date (or if such 365th 360th day is not a Business Day, the next succeeding Business Day), (iii) in connection with the foregoing, file (A) all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon use its commercially reasonable efforts to, as soon as practicable, but in no event later than 40 calendar days after the effectiveness of such Registration StatementStatement (or if 40th day is not a Business Day, commence the next succeeding Business Day), Consummate the Exchange Offer. The Exchange Offer Registration Statement shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policypolicy (after the procedures set forth in Section 6(a) hereof have been complied with), each of the Issuer Company and the Guarantors shall (i) use its commercially reasonable efforts to cause to be filed with the Commission on or before the Exchange Offer Registration Statement within 270 days 270th day after the Closing Date (as defined in the Purchase Agreement) (or if such 270th day is not a Business Day, the next succeeding Business Day), a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer, (ii) use its commercially reasonable best efforts to cause such Registration Statement to become effective as promptly as possible (unless it becomes effective automatically upon filing), but in no event not later than 365 360 days after the Closing Date (or if such 365th 360th day is not a Business Day, the next succeeding Business Day), (iii) in connection with the foregoing, file (A) all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities to be made under the 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 Registration Statement, commence the Exchange Offer. The Exchange Offer Registration Statement shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policypolicy (after the procedures set forth in Section 6(a) hereof have been complied with), each of the Issuer Issuers and the Guarantors shall (i) use its commercially reasonable efforts to cause to be filed with the Commission the Exchange Offer Registration Statement within 270 days as soon as reasonably practicable after the Closing Date (as defined in Date, a Registration Statement under the Purchase Agreement) (or if such 270th day is not a Business Day, Securities Act relating to the next succeeding Business Day)Exchange Securities and the Exchange Offer, (ii) use its commercially reasonable efforts to cause such Registration Statement to become effective as promptly as at the earliest possible (unless it becomes effective automatically upon filing)time, but in no event later than 365 270 days after the Closing Date (or if such 365th 270th day is not a Business Day, the next succeeding Business Day), (iii) in connection with the foregoing, file (A) all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities to be made under the 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 Registration Statement, commence the Exchange Offer. The Exchange Offer Registration Statement shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policypolicy (after the procedures set forth in Section 6(a) hereof have been complied with), each of or there are no Transfer Restricted Securities outstanding, the Issuer and the Guarantors Company shall (i) use its commercially reasonable efforts to cause to be filed with the Commission Commission, a Registration Statement under the Securities Act relating to the Exchange Offer Registration Statement within 270 days after Securities and the Closing Date (as defined in the Purchase Agreement) (or if such 270th day is not a Business Day, the next succeeding Business Day)Exchange Offer, (ii) use its commercially reasonable efforts to cause such Registration Statement to become effective as promptly as possible (unless it becomes effective automatically upon filing), but in no event later than 365 days after the Closing Date (or if such 365th day is not a Business Day, the next succeeding Business Day)effective, (iii) in connection with the foregoing, file (A) all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities to be made under the 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 Registration Statement, commence the Exchange Offer. The Company shall use its commercially reasonable efforts to Consummate the Exchange Offer Registration Statement not later than 270 days following the Closing Date (the “Exchange Date”). The Exchange Offer, if required pursuant to this Section 3(a), shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Transfer Restricted Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policypolicy (after the procedures set forth in Section 6(a) hereof have been complied with), each of the Issuer Company and the Guarantors shall (i) use its commercially reasonable efforts to cause to be filed with the Commission as soon as practicable after the Exchange Offer Registration Statement within 270 Closing Date, but in no event later than 180 days after the Closing Date (as defined in the Purchase Agreement) (or if such 270th 180th day is not a Business Day, the next succeeding Business Day), a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer, (ii) use its commercially reasonable best efforts to cause such Registration Statement to become effective as promptly as at the earliest possible (unless it becomes effective automatically upon filing)time, but in no event later than 365 270 days after the Closing Date (or if such 365th 270th day is not a Business Day, the next succeeding Business Day), (iii) in connection with the foregoing, file (A) all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities to be made under the 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 Registration Statement, commence the Exchange Offer. The Exchange Offer Registration Statement shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policypolicy (after the procedures set forth in Section 6(a) hereof have been complied with), each of the Issuer Company and the Guarantors shall (i) use its commercially reasonable efforts to cause to be filed with the Commission on or prior to the Exchange Offer Registration Statement within 270 date that is 90 days after the Closing Date (as defined in the Purchase Agreement) (or if such 270th 90th day is not a Business Day, the next succeeding Business Day), a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer, (ii) use its commercially reasonable efforts to cause such Registration Statement to become effective as promptly as at the earliest possible (unless it becomes effective automatically upon filing)time, but in no event later than 365 180 days after the Closing Date (or if such 365th 180th day is not a Business Day, the next succeeding Business Day), and (iii) in connection with the foregoing, file use commercially reasonable efforts to (A) file all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, file a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities to be made under the 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 Registration Statement, commence the Exchange Offer. The Exchange Offer Registration Statement shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policypolicy (after the procedures set forth in Section 6(a) hereof have been complied with), each of the Issuer Issuers and the Guarantors shall (i) use its commercially reasonable efforts to cause to be filed with the Commission the Exchange Offer Registration Statement within no later than 270 days after the Closing Date (as defined in the Purchase Agreement) (or if such 270th day is not a Business Day, the next succeeding Business Day), a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer, (ii) use its commercially reasonable efforts to cause such Registration Statement to become effective as promptly as possible (unless it becomes effective automatically upon filing), but in no event later than 365 360 days after the Closing Date (or if such 365th 360th day is not a Business Day, the next succeeding Business Day), (iii) in connection with the foregoing, file (A) all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities to be made under the 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 Registration Statement, commence the Exchange Offer. The Exchange Offer Registration Statement shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policypolicy (after the procedures set forth in Section 6(a) below have been complied with), each of the Issuer and the Guarantors Company shall (i) use its commercially reasonable efforts to cause to be filed with the Commission as soon as reasonably practicable after the Exchange Offer Registration Statement within 270 Closing Date, but in no event later than 90 days after the Closing Date (as defined in Date, a Registration Statement under the Purchase Agreement) (or if such 270th day is not a Business Day, Securities Act relating to the next succeeding Business Day)Exchange Notes and the Exchange Offer, (ii) use its commercially reasonable best efforts to cause such Registration Statement to become effective as promptly as possible (unless it becomes effective automatically upon filing)possible, but in no event later than 365 180 days after the Closing Date (or if such 365th day is not a Business Day, the next succeeding Business Day)Date, (iii) in connection with the foregoing, use its reasonable best efforts to file (A) all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities Notes to be made under the state securities or blue sky 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 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 Registration Statement, commence the Exchange Offer. The Exchange Offer Registration Statement shall be on the appropriate form permitting registration of the Exchange Securities Notes to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Securities Notes held by Broker-Dealers as contemplated by Section 3(c) hereofbelow.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policypolicy (after the procedures set forth in Section 6(a) hereof have been complied with), each of the Issuer and each of the Guarantors shall (i) use its commercially reasonable efforts to cause to be filed with the Commission the Exchange Offer Registration Statement within 270 no later than 365 days after the Closing Date (as defined in the Purchase Agreement) November 10, 2012 (or if such 270th 365th day is not a Business Day, the next succeeding Business Day), a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer, (ii) use its commercially their reasonable best efforts to cause such Registration Statement to become effective as promptly as possible (unless it becomes effective automatically upon filing), but in no event later than 365 days after the Closing Date November 10, 2013 (or if such 365th day is not a Business Day, the next succeeding Business Day), (iii) in connection with the foregoing, file (A) file all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, file a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities to be made under the 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 Registration Statement, commence the Exchange Offer and issue Exchange Securities in exchange for all Transfer Restricted Securities tendered pursuant to the Exchange Offer. The Exchange Offer Registration Statement shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Transfer Restricted Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policypolicy (after the procedures set forth in Section 6(a) hereof have been complied with), each of the Issuer and the Guarantors Company shall (i) use its commercially reasonable efforts to cause to be filed with the Commission as soon as practicable after the Exchange Offer Registration Statement within Closing Date, but in no event later than 270 days after the Closing Date (as defined in the Purchase Agreement) (or if such 270th day is not a Business Day, the next succeeding Business Day), a Registration Statement under the Securities Act relating to the Exchange Notes and the Exchange Offer (the “Filing Date”), (ii) use its commercially reasonable efforts to cause such Registration Statement to become effective as promptly as possible (unless it becomes effective automatically upon filing), but in no event later than 365 days at the earliest practicable time after the Closing Date (or if such 365th day is not a Business Day, the next succeeding Business Day)Filing Date, (iii) in connection with the foregoing, file (A) all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities Notes to be made under the 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 Registration Statement, commence the Exchange Offer. The Exchange Offer Registration Statement shall be on the appropriate form permitting registration of the Exchange Securities Notes to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Securities Notes held by Broker-Dealers as contemplated by Section 3(c) hereof.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy, each of the Issuer Issuers and the Guarantors shall (i) use its commercially reasonable efforts to cause to be filed with the Commission the Exchange Offer Registration Statement within 270 on or prior to 90 days after the Closing Date (as defined in the Purchase Agreement) (or if such 270th 90th day is not a Business Day, the next succeeding Business Day), a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer, (ii) use its commercially reasonable efforts to cause such Registration Statement to become effective as promptly as possible (unless it becomes effective automatically upon filing), but in no event later than 365 on or prior to 210 days after the Closing Date (or if such 365th 210th day is not a Business Day, the next succeeding Business Day), (iii) in connection with the foregoing, file (A) file all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) file, if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) use its commercially reasonable efforts to cause all necessary filings in connection with the registration and qualification of the Exchange Securities to be made under the 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 Registration Statement, promptly commence the Exchange Offer. The Exchange Offer Registration Statement shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Securities held by Participating Broker-Dealers as contemplated by Section 3(c) hereof.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policypolicy (after the procedures set forth in Section 6(a)(i) hereof have been complied with), each of the Issuer and the Guarantors Company shall (i) use its commercially reasonable efforts to cause to be filed with the Commission as soon as practicable after the Closing Date the Exchange Offer Registration Statement within 270 days after the Closing Date (as defined in the Purchase Agreement) (or if such 270th day is not a Business Day, the next succeeding Business Day)Statement, (ii) use its commercially reasonable efforts to cause such Registration Statement to become or be declared effective as promptly as at the earliest possible (unless it becomes effective automatically upon filing)time, but in no event later than 365 240 days after the Closing Date (or if such 365th 240th day is not a Business Day, the next succeeding Business Day), (iii) in connection with the foregoing, file (A) file all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Regis- tration Statement to become or be declared effective, (B) if applicable, file a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities Notes to be made under the 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 Registration StatementStatement becoming or being declared effective, commence the Exchange Offer. The Exchange Offer Registration Statement shall be on the appropriate form permitting registration of the Exchange Securities Notes to be offered in exchange for the Transfer Restricted Securities Notes and to permit resales of Initial Securities Notes held by Broker-Dealers as contemplated by Section 3(c) hereof. The Company shall use its commercially reasonable efforts to cause all Exchange Notes to have the same CUSIP number.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under permitted by applicable law or Commission policyfederal law, each of the Issuer and the Guarantors Company shall (i) use its commercially reasonable efforts to cause to be filed with the Commission the Exchange Offer Registration Statement within 270 as soon as reasonably practicable after, but in no event later than 180 days after after, the Closing Date (as defined in the Purchase Agreement) (or if unless such 270th day is not a Business Day, then the next succeeding Business Day), the Exchange Offer Registration Statement, (ii) use its commercially reasonable best efforts to cause such Exchange Offer Registration Statement to become effective as promptly as at the earliest possible (unless it becomes effective automatically upon filing)time, but in no event later than 365 300 days after the Closing Date (or if unless such 365th day is not a Business Day, then the 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 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 filings, if any, in connection with the registration and qualification of the Exchange Securities Bonds to be made under the 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 registration of the Exchange Securities Bonds to be offered in exchange for the Restricted Bonds that are Transfer Restricted Securities and to permit resales sales of Initial Broker-Dealer Transfer Restricted Securities held by Restricted Broker-Dealers as contemplated by Section 3(c) hereof.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy, each of the Issuer and the Guarantors shall (i) use its commercially reasonable efforts to cause to be filed with the Commission the Exchange Offer Registration Statement within 270 365 days after the Closing Date (as defined in the Purchase Agreement) (or if such 270th 365th day is not a Business Day, the next succeeding Business Day), (ii) use its commercially reasonable efforts to cause such Registration Statement to become effective as promptly as possible (unless it becomes effective automatically upon filing), but in no event later than 365 455 days after the Closing Date (or if such 365th 455th day is not a Business Day, the next succeeding Business Day), (iii) in connection with the foregoing, file (A) all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon within three Business Days of the effectiveness of such Registration Statement, commence the Exchange Offer. The Exchange Offer Registration Statement shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Initial Securities and to permit resales of Initial Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policypolicy (after the procedures set forth in Section 6(a) hereof have been complied with), each of the Issuer and the Guarantors Company shall (i) use its commercially reasonable best efforts to prepare and cause to be filed with the Commission a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer and use its reasonable best efforts to cause such Registration Statement within 270 to become effective at the earliest practicable time, but in no event later than 240 days after the Closing Date (as defined in the Purchase Agreement) (or if such 270th 240th day is not a Business Day, the next succeeding Business Day), (ii) use its commercially reasonable efforts to cause such Registration Statement to become effective as promptly as possible (unless it becomes effective automatically upon filing), but in no event later than 365 days after the Closing Date (or if such 365th day is not a Business Day, the next succeeding Business Day), (iii) in connection with the foregoing, use its reasonable best efforts to file (A) all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iviii) upon the effectiveness of such Registration Statement, commence the Exchange OfferOffer in accordance with Section 3(b) hereof. The Exchange Offer Registration Statement shall be on the appropriate form permitting registration of the issuance and exchange of Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policypolicy (after the procedures set forth in Section 6(a) hereof have been complied with), each of the Issuer Issuers and the Guarantors shall (i) use its commercially reasonable efforts to cause to be filed with the Commission the Exchange Offer Registration Statement within no later than 270 days after the Closing Date (as defined in the Purchase Agreement) (or if such 270th day is not a Business Day, the next succeeding Business Day), a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer, (ii) use its commercially reasonable efforts to cause such Registration Statement to become effective as promptly as possible (unless it becomes effective automatically upon filing), but in no event later than 365 360 days after the Closing Date (or if such 365th 360th day is not a Business Day, the next succeeding Business Day), (iii) in connection with the foregoing, use its reasonable efforts to file (A) all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities to be made under the 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 Registration Statement, commence the Exchange Offer. The Exchange Offer Registration Statement shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policypolicy (after the procedures set forth in Section 6(a) below have been complied with), each of the Issuer and the Guarantors Company shall (i) use its commercially reasonable efforts to cause to be filed with the Commission as soon as practicable after the Exchange Offer Registration Statement within 270 Closing Date, but in no event later than 60 days after the Closing Date (as defined in Date, a Registration Statement under the Purchase Agreement) (or if such 270th day is not a Business Day, Securities Act relating to the next succeeding Business Day)Exchange Securities and the Exchange Offer, (ii) use its commercially reasonable best efforts to cause such Registration Statement to become effective as promptly as at the earliest possible (unless it becomes effective automatically upon filing)time, but in no event later than 365 150 days after the Closing Date (or if as such 365th day is not a Business Daydate relates to the Exchange Offer Registration Statement, the next succeeding Business Day"Effectiveness Target Date"), (iii) in connection with the foregoing, file (A) all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities to be made under the state securities or 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 Registration Statement, commence the Exchange Offer. The Exchange Offer Registration Statement shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Securities held by Broker-Dealers as contemplated by Section 3(c) hereofbelow.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policypolicy (after the procedures set forth in Section 6(a) hereof have been complied with), each of the Issuer and the Guarantors Company shall (i) use its commercially reasonable efforts to cause to be filed with the Commission after the Closing Date an Exchange Offer Registration Statement within 270 days after under the Closing Date (as defined in Securities Act related to the Purchase Agreement) (or if such 270th day is not a Business Day, Exchange Securities and the next succeeding Business Day)Exchange Offer, (ii) use 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 on or prior to the date that is 365 days after the Closing Date (or if such 365th day is not a Business Day, the next succeeding Business Day), (iii) in connection with the foregoing, file (A) all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) 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 in connection with the registration and qualification of the Exchange Securities to be made under the 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 Registration Statement, commence use its commercially reasonable efforts to Consummate the Exchange Offerwithin 30 Business Days after the date that the Exchange Offer Registration Statement is declared effective by the Commission (or if such 30th Business Day, the next succeeding Business Day), or such longer period as may be required by United States securities law. The Exchange Offer Registration Statement shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policypolicy (after the procedures set forth in Section 6(a) hereof have been complied with), each of the Issuer Co-Issuers and the Guarantors shall (i) use its commercially reasonable efforts to cause to be filed with the Commission the Exchange Offer Registration Statement within 270 days after the Closing Date (as defined in a Registration Statement under the Purchase Agreement) (or if such 270th day is not a Business Day, Securities Act relating to the next succeeding Business Day)Exchange Securities and the Exchange Offer, (ii) use its commercially reasonable best efforts to cause such Registration Statement to become effective as promptly as at the earliest possible (unless it becomes effective automatically upon filing), but in no event later than 365 days after the Closing Date (or if such 365th day is not a Business Day, the next succeeding Business Day), time thereafter (iii) in connection with the foregoing, file (A) all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities to be made under the 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 Registration Statement, commence use its reasonable best efforts to Consummate the Exchange OfferOffer within 365 days after the Closing Date (or if such 365th day is not a Business Day, the next succeeding Business Day). The Exchange Offer Registration Statement shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policypolicy (after the procedures set forth in Section 6(a) hereof have been complied with), each of the Issuer Company and the Guarantors Guarantor shall (i) use its commercially reasonable efforts to cause to be filed with the Commission as soon as practicable after the Exchange Offer Registration Statement within Closing Date, but in no event later than 270 days after the Closing Date (as defined in the Purchase Agreement) (or if such 270th day is not a Business Day, the next succeeding Business Day), the Exchange Offer Registration Statement, (ii) use its commercially reasonable efforts to cause such Registration Statement to become effective as promptly as by the Commission at the earliest possible (unless it becomes effective automatically upon filing)time, but in no event later than 365 360 days after the Closing Date (or if such 365th 360th day is not a Business Day, the next succeeding Business Day), (iii) in connection with the foregoing, file (A) all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities to be made under the 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 Registration Statement, commence the Exchange Offer. The Exchange Offer Registration Statement shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policypolicy (after the procedures set forth in Section 7(a)(i) hereof have been complied with), each of the Issuer Company and the Guarantors shall (i) use its commercially reasonable efforts to cause to be filed with the Commission the Exchange Offer Registration Statement as soon as practicable but in any event within 270 90 days after the Closing Issue Date (as defined in the Purchase Agreement) (or if such 270th 90th day is not a Business Day, the next succeeding Business Day)) the Exchange Offer Registration Statement, (ii) use its their commercially reasonable efforts to cause such Registration Statement to become or be declared effective as promptly as at the earliest possible (unless it becomes effective automatically upon filing)time, but in no event later than 365 180 days after the Closing Issue Date (or if such 365th 180th day is not a Business Day, the next succeeding Business Day), (iii) in connection with the foregoing, file (A) file all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become or be declared effective, (B) if applicable, file a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities to be made under the 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 Registration StatementStatement becoming or being declared effective, commence the Exchange Offer. The Exchange Offer Registration Statement shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Registrable Securities and to permit resales of Initial Securities held by Broker-Dealers as contemplated by Section 3(c) hereof. The Company shall use its commercially reasonable efforts to cause all Exchange Securities to have the same CUSIP number.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policypolicy (after the procedures set forth in Section 6(a) hereof have been complied with), each of the Issuer and the Guarantors Company shall (i) use its commercially reasonable efforts to cause to be filed with the Commission the Exchange Offer Registration Statement within 270 no later than 275 days after the Closing Date (as defined in the Purchase Agreement) (or if such 270th 275th day is not a Business Day, the next succeeding Business Day), a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer, (ii) use its commercially reasonable efforts to cause such Registration Statement to become effective as promptly as possible (unless it becomes effective automatically upon filing), but in no event later than 365 335 days after the Closing Date (or if such 365th 335th day is not a Business Day, the next succeeding Business Day), (iii) in connection with the foregoing, file or cause to be filed (A) all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon promptly after the effectiveness of such Registration Statement, commence the Exchange Offer. The Exchange Offer Registration Statement shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policypolicy (after the procedures set forth in Section 6(a) hereof have been complied with), each of the Issuer Issuers and the Guarantors shall use their reasonable best efforts to (i) use its commercially reasonable efforts to cause to be filed with the Commission Commission, a Registration Statement under the Securities Act relating to the Exchange Offer Registration Statement within 270 days after Securities and the Closing Date (as defined in the Purchase Agreement) (or if such 270th day is not a Business Day, the next succeeding Business Day)Exchange Offer, (ii) use its commercially reasonable efforts to cause such Registration Statement to become effective as promptly as possible (unless it becomes effective automatically upon filing), but in no event later than 365 days after the Closing Date (or if such 365th day is not a Business Day, the next succeeding Business Day)effective, (iii) in connection with the foregoing, file (A) file all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, file a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities to be made under the 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 Registration Statement, commence the Exchange Offer. Each of the Issuers and the Guarantors shall use their reasonable best efforts to Consummate the Exchange Offer not later than October 9, 2010 (or, if October 9, 2010 is not a Business Day, the next succeeding Business Day) (the “Exchange Date”). The Exchange Offer Registration Statement Offer, if required pursuant to this Section 3(a) shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Transfer Restricted Securities held by Broker-Dealers as contemplated by Section 3(c) hereof. The Issuers shall use commercially reasonable efforts to cause all Exchange Securities to have the same CUSIP number.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policypolicy (after the procedures set forth in Section 6(a) hereof have been complied with), each of the Issuer Company and the Guarantors shall (i) use its commercially reasonable efforts to cause to be filed with the Commission the Exchange Offer Registration Statement within 270 days after under the Closing Date (as defined in Securities Act relating to the Purchase Agreement) (or if such 270th day is not a Business Day, Exchange Securities and the next succeeding Business Day)Exchange Offer, (ii) use its commercially reasonable best efforts to cause such Exchange Offer Registration Statement to become effective as promptly as at the earliest possible (unless it becomes effective automatically upon filing)time, but in no event later than 365 270 days after the Closing Date (or if such 365th 270th day is not a Business Day, the next succeeding Business Day), (iii) in connection with the foregoing, file (A) all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) 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 in connection with the registration and qualification of the Exchange Securities to be made under the 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. The Exchange Offer Registration Statement shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy, each of the Issuer and the Guarantors Company shall (i) no later than 180th day after the Issue Date (or if such 180th day is not a Business Day, the next succeeding Business Day) file the Exchange Offer Registration Statement with the Commission, (ii) use its commercially reasonable efforts to cause the Exchange Offer to be filed with Consummated on the Commission earliest practicable date after the Exchange Offer Registration Statement within has become or been declared effective, but in no event later than 270 days after the Closing Issue Date (as defined in the Purchase Agreement) (or if such 270th day is not a Business Day, the next succeeding Business Day), (ii) use its commercially reasonable efforts to cause such Registration Statement to become effective as promptly as possible (unless it becomes effective automatically upon filing), but in no event later than 365 days after the Closing Date (or if such 365th day is not a Business Day, the next succeeding Business Day), and (iii) in connection with the foregoing, file (A) file all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become or be declared effective, (B) if applicable, file a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities Notes to be made under the 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 Registration Statement, commence the Exchange Offer. The Exchange Offer Registration Statement shall be on the appropriate form permitting registration of the Exchange Securities Notes to be offered in exchange for the Transfer Restricted Securities Registrable Notes and to permit resales of Initial Securities Notes held by Broker-Dealers as contemplated by Section 3(c) hereof. The Company shall use its commercially reasonable efforts to cause all Exchange Notes to have the same CUSIP number.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policypolicy (after the procedures set forth in Section 6(a) hereof have been complied with), each of the Issuer Company and the Guarantors shall (i) use its commercially reasonable efforts to cause to be filed with the Commission as soon as practicable after the Exchange Offer Registration Statement within 270 Closing Date, but in no event later than 180 days after the Closing Date (as defined in the Purchase Agreement) (or if such 270th 180th day is not a Business Day, the next succeeding Business Day), a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer, (ii) use its commercially reasonable best efforts to cause such Registration Statement to become effective as promptly as at the earliest possible (unless it becomes effective automatically upon filing)time, but in no event later than 365 270 days after the Closing Date (or if such 365th 270th day is not a Business Day, the next succeeding Business Day), (iii) in connection with the foregoing, file (A) all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities to be made under the 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 Registration Statement, commence the Exchange Offer. The Exchange Offer Registration Statement shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policypolicy (after the procedures set forth in Section 6(a) hereof have been complied with), each of the Issuer Issuers and the Guarantors shall (i) use its commercially reasonable efforts to cause to be filed with the Commission the Exchange Offer Registration Statement within no later than 270 days after the Closing Date (as defined in the Purchase Agreement) (or if such 270th day is not a Business Day, the next succeeding Business Day), a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer, (ii) use its commercially their reasonable best efforts to cause such Registration Statement to become effective as promptly as possible (unless it becomes effective automatically upon filing), but in no event later than 365 days after the Closing Date (or if such 365th day is not a Business Day, the next succeeding Business Day), (iii) in connection with the foregoing, file (A) file all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, file a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities to be made under the 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 Registration Statement, commence the Exchange Offer and issue Exchange Securities in exchange for all Transfer Restricted Securities tendered pursuant to the Exchange Offer. The Exchange Offer Registration Statement shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Transfer Restricted Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy, each of the Issuer Company and the Guarantors shall (i) use its commercially reasonable efforts to cause to be filed with the Commission the Exchange Offer Registration Statement within 270 220 days after the Closing Release Date (as defined in the Purchase Agreement) (or if such 270th 220th day is not a Business Day, the next succeeding Business Day), (ii) use its commercially reasonable efforts to cause such Registration Statement to become effective as promptly as possible (unless it becomes effective automatically upon filing), but in no event later than 365 270 days after the Closing Release Date (or if such 365th 270th day is not a Business Day, the next succeeding Business Day), (iii) in connection with the foregoing, file (A) all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities to be made under the 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 Registration Statement, commence the Exchange Offer. The Exchange Offer Registration Statement shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policypolicy (after the procedures set forth in Section 6(a) hereof have been complied with), each of the Issuer Company and the Guarantors Guarantor shall (i) use its commercially reasonable efforts to cause to be filed with the Commission the Exchange Offer Registration Statement within no later than 270 days after the Closing Date (as defined in the Purchase Agreement) (or if such 270th day is not a Business Day, the next succeeding Business Day), the Exchange Offer Registration Statement, (ii) use its commercially reasonable efforts to cause such Registration Statement to become effective as promptly as by the Commission at the earliest possible (unless it becomes effective automatically upon filing)time, but in no event later than 365 360 days after the Closing Date (or if such 365th 360th day is not a Business Day, the next succeeding Business Day), (iii) in connection with the foregoing, file (A) all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities to be made under the 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 Registration Statement, commence the Exchange Offer. The Exchange Offer Registration Statement shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policypolicy (after the procedures set forth in Section 6(a) hereof have been complied with), each of the Issuer and the Guarantors Transaction Entities shall (i) use its commercially reasonable efforts to cause to be filed with the Commission as soon as practicable after the Exchange Offer Registration Statement within 270 Closing Date, but in no event later than 150 days after the Closing Date (as defined in the Purchase Agreement) (or if such 270th 150th day is not a Business Day, the next succeeding Business Day), a Registration Statement under the Securities Act relating to the Exchange Notes and the Exchange Offer, (ii) use its commercially reasonable efforts to cause such Registration Statement to become effective as promptly as at the earliest possible (unless it becomes effective automatically upon filing)time, but in no event later than 365 240 days after the Closing Date (or if such 365th 240th day is not a Business Day, the next succeeding Business Day), (iii) in connection with the foregoing, file (A) all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act Act, and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities Notes to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer; provided, that the Transaction Entities shall not be required to make any such filings or take any action which would subject it to general service of process or to taxation in any jurisdiction where it is not then so subject, and (iv) upon the effectiveness of such Registration Statement, commence the Exchange Offer. The Exchange Offer Registration Statement shall be on the appropriate form permitting registration of the Exchange Securities Notes to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Securities Notes held by Broker-Dealers as contemplated by Section 3(c) hereof.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policypolicy (after the procedures set forth in Section 6(a) hereof have been complied with), each of the Issuer Company and the Guarantors shall (i) use its commercially reasonable efforts to cause to be filed file with the Commission as soon as practicable after the Exchange Offer Registration Statement within Closing Date, but in no event later than 270 days after the Closing Date (as defined in the Purchase Agreement) (or if such 270th day is not a Business Day, the next succeeding Business Day), a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer, (ii) use its commercially reasonable efforts to cause such Registration Statement to become effective as promptly as at the earliest possible (unless it becomes effective automatically upon filing)time, but in no event later than 365 360 days after the Closing Date (or if such 365th 360th day is not a Business Day, the next succeeding Business Day), (iii) in connection with the foregoing, file (A) all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon promptly after the effectiveness of such Registration Statement, commence the Exchange Offer. The Exchange Offer Registration Statement shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.