Common use of Registered Exchange Offer Clause in Contracts

Registered Exchange Offer. To the extent not prohibited by any applicable law or applicable interpretations of the Staff, the Company and the Guarantors shall use their reasonable best efforts to (i) cause to be filed with the SEC, a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer, (ii) cause such Registration Statement to become effective, (iii) in connection with the foregoing, 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 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, if required pursuant to this Section 2(a) shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Registrable Securities and to permit resales of Registrable Securities held by Participating Broker-Dealers as contemplated by Section 4 hereof. If an Exchange Offer Registration Statement is required to be filed and declared effective pursuant to the paragraph above, the Company and the Guarantors shall cause the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days after the date notice of the Exchange Offer is mailed to the Holders (the “Exchange Period”). The Company and the Guarantors shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Securities shall be included in the Exchange Offer Registration Statement. The Company and the Guarantors shall use their reasonable best efforts to cause the Exchange Offer to be Consummated on or before the Exchange Date. The Company and the Guarantors shall commence the Exchange Offer by mailing the related Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law, substantially the following:

Registered Exchange Offer. To the extent (a) Unless an Exchange Offer shall not prohibited by any be permissible under applicable law or applicable interpretations Commission policy (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 Staff, the Company and the Guarantors shall use their reasonable best efforts to (i) use its commercially reasonable efforts to cause to be filed with the SEC, Commission a Registration Statement under the Securities Act relating to the Exchange Securities and the related Exchange Offer, Offer for the Transfer Restricted Securities and (ii) use commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective, (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 registered pursuant to such Exchange Offer Registration Statement to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the such Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence the Exchange OfferOffer with respect to the Securities registered pursuant to such Exchange Offer Registration Statement. Each of the The Company and the Guarantors shall use their commercially reasonable best efforts to Consummate the such Exchange Offer with respect to the Securities registered pursuant to such Exchange Offer Registration Statement not later than 365 270 days following the Closing Date (or if such 365th 270th day is not a Business Day, the next succeeding Business Day) (the “Exchange Date”). The Such Exchange Offer, if required pursuant to this Section 2(a) 3(a), shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Registrable Transfer Restricted Securities and to permit resales of Registrable such Transfer Restricted Securities held by Participating Broker-Dealers as contemplated by Section 4 3(c) hereof. If an Exchange Offer Registration Statement is required to be filed and declared effective pursuant to the paragraph above, the Company and the Guarantors shall cause the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days after the date notice of the Exchange Offer is mailed to the Holders (the “Exchange Period”). The Company and the Guarantors shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Securities shall be included in the Exchange Offer Registration Statement. The Company and the Guarantors shall use their reasonable best efforts to cause the Exchange Offer to be Consummated on or before the Exchange Date. The Company and the Guarantors shall commence the Exchange Offer by mailing the related Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law, substantially the following:.

Registered Exchange Offer. To (a) Unless the extent Exchange Offer shall not prohibited by any be permissible under applicable law or applicable interpretations Commission policy (after the procedures set forth in Section 6(a) below have been complied with) or one of the Staff, events set forth in Section 4(a)(ii) has occurred the Company and the Guarantors shall use their reasonable best efforts to (i) cause to be filed with the SEC, Commission on or prior to 90 days after the Closing Date a Registration Statement under the Securities Act relating to the Exchange Securities Notes and the Exchange Offer, (ii) use all commercially reasonable efforts to cause such Registration Statement to become effectiveeffective no later than on or prior to 180 days after the Closing 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 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 all commercially reasonable efforts to issue on or prior to 30 business days, or longer if required by the federal securities laws, after the date on which such Registration StatementStatement was declared effective by the Commission, commence Exchange Notes in exchange for all Transfer Restricted Securities tendered prior thereto in the Exchange Offer. Each of the Company and the Guarantors shall use their reasonable best efforts to Consummate the 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, if required pursuant to this Section 2(a) shall be on the appropriate form permitting registration of the Exchange Securities Notes to be offered in exchange for the Registrable Transfer Restricted Securities and to permit resales of Registrable Securities Exchange Notes held by Participating Broker-Dealers as contemplated by Section 4 hereof3(c) below. If an Exchange Offer Registration Statement The 90, 180 and 30 business day periods referred to in (i), (ii) and (iii) of this Section 3(a) shall not include any period during which the Company is required to be filed and declared effective pursuing a Commission ruling pursuant to the paragraph above, the Company and the Guarantors shall cause the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days after the date notice of the Exchange Offer is mailed to the Holders (the “Exchange Period”). The Company and the Guarantors shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Securities shall be included in the Exchange Offer Registration Statement. The Company and the Guarantors shall use their reasonable best efforts to cause the Exchange Offer to be Consummated on or before the Exchange Date. The Company and the Guarantors shall commence the Exchange Offer by mailing the related Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law, substantially the following:Section 6(a)(i) below.

Registered Exchange Offer. To (a) Unless the extent Exchange Offer shall not prohibited by any be permissible under applicable law or applicable interpretations of Commission policy (after the Staffprocedures set forth in Section 6(a) hereof have been complied with), or there are no Transfer Restricted Securities outstanding, the Company and the Guarantors Issuer shall use their reasonable best efforts to (i) cause to be filed with the SECCommission as soon as practicable after the Closing Date, but in no event later than 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 Securities and the Exchange Offer, (ii) use its reasonable best efforts to cause such Registration Statement to become effectivebe declared effective at the earliest possible time, (iii) in connection with the foregoing, (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) use its reasonable best 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; provided, however, that neither the Issuer nor the Guarantors shall be required to (x) qualify as a foreign corporation or as a dealer in securities in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(a) or (y) take any action which would subject it to general service of process or taxation in any such jurisdiction where it is not then so subject and (iv) upon as promptly as practicable after the effectiveness of such Registration Statement, commence the Exchange Offer. Each The Issuer and each of the Company and the Guarantors shall use their reasonable best efforts to Consummate the Exchange Offer not later than 365 270 days following the Closing Date (or if such 365th 270th day is not a Business Day, the next succeeding Business Day) (the “Exchange Date”). The Exchange Offer, if required pursuant to this Section 2(a) Offer shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Registrable Transfer Restricted Securities and to permit resales of Registrable Transfer Restricted Securities held by Participating Broker-Dealers as contemplated by Section 4 3(c) hereof. If an Exchange Offer Registration Statement is required to be filed and declared effective pursuant to the paragraph above, the Company and the Guarantors shall cause the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days after the date notice of the Exchange Offer is mailed to the Holders (the “Exchange Period”). The Company and the Guarantors shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Securities shall be included in the Exchange Offer Registration Statement. The Company and the Guarantors shall use their reasonable best efforts to cause the Exchange Offer to be Consummated on or before the Exchange Date. The Company and the Guarantors shall commence the Exchange Offer by mailing the related Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law, substantially the following:.

Registered Exchange Offer. To (a) Unless the extent Exchange Offer shall not prohibited by any be permissible under applicable law or applicable interpretations of Commission policy (after the Staffprocedures set forth in Section 6(a) hereof have been complied with), the Company and the Guarantors shall use their reasonable best efforts to (i) cause to be filed with the SEC, a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer, (ii) cause such Registration Statement to become effective, (iii) in connection with the foregoing, 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 each of the Company and the Guarantors shall use their its commercially reasonable best efforts to Consummate the Exchange Offer not later than to, within 365 days following the Closing Date (or if such 365th day is not a Business Day, the next succeeding Business Day) (such day, the “Exchange DateDeadline”), (i) file with the Commission a Registration Statement relating to an offer to exchange (such Registration Statement, the “Exchange Offer Registration Statement,” and such offer, the “Exchange Offer”) any and all of the Securities for a like aggregate principal amount of debt securities issued by the Company and guaranteed by the Guarantors under the Indenture, which debt securities and related Guarantees are substantially identical to the Securities and the related Guarantees, respectively (and are entitled to the benefits of the Indenture), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for Additional Interest as contemplated in Section 5 below (such new debt securities and the related Guarantees, the “Exchange Securities”), (ii) have the Exchange Offer Registration Statement declared effective by the Commission, and (iii) unless the Exchange Offer would not be permitted by applicable law or Commission policy, (A) commence the Exchange Offer and (B) issue Exchange Securities in exchange for all Registrable Securities validly tendered prior thereto and accepted for exchange pursuant to the Exchange Offer. The Exchange Offer, if required pursuant to this Section 2(a) Offer shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Registrable Securities and to permit resales of Registrable Securities held by Participating Broker-Dealers as contemplated by Section 4 3(c) hereof. If an Exchange Offer Registration Statement is required to be filed and declared effective pursuant to the paragraph above, the Company and the Guarantors shall cause the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days after the date notice of the Exchange Offer is mailed to the Holders (the “Exchange Period”). The Company and the Guarantors shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Securities shall be included in the Exchange Offer Registration Statement. The Company and the Guarantors shall use their reasonable best efforts to cause the Exchange Offer to be Consummated on or before the Exchange Date. The Company and the Guarantors shall commence the Exchange Offer by mailing the related Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law, substantially the following:.

Registered Exchange Offer. To (a) Unless the extent Exchange Offer shall not prohibited by any be permissible under applicable law or applicable interpretations Commission policy (in the reasonable advice of counsel to the StaffCompany), or there are no Transfer Restricted Securities outstanding, each of the Company and the Guarantors shall use their reasonable best efforts to (i) cause to be filed with the SECCommission, 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, (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 reasonably necessary to permit Consummation of the Exchange Offer; provided, however, that none of the Company or the Guarantors shall be required to register or qualify as a foreign corporation where it is not then so qualified or to take any action that would subject it to the service of process in suits or to taxation in any jurisdiction where it is not then so subject, and (iv) upon the effectiveness of such Registration Statement, commence the Exchange Offer. Each of the Company and the Guarantors shall use their its commercially reasonable best efforts to Consummate the Exchange Offer not later than 365 366 days following the Closing Date (or if such 365th 366th 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, if required pursuant to this Section 2(a) 3(a), shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Registrable Transfer Restricted Securities and to permit resales of Registrable Transfer Restricted Securities held by Participating Broker-Dealers as contemplated by Section 4 3(c) hereof. If an Exchange Offer Registration Statement is required to be filed and declared effective pursuant to the paragraph above, the Company and the Guarantors shall cause the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days after the date notice of the Exchange Offer is mailed to the Holders (the “Exchange Period”). The Company and the Guarantors shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Securities shall be included in the Exchange Offer Registration Statement. The Company and the Guarantors shall use their reasonable best efforts to cause the Exchange Offer to be Consummated on or before the Exchange Date. The Company and the Guarantors shall commence the Exchange Offer by mailing the related Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law, substantially the following:.

Registered Exchange Offer. To (a) Unless the extent Exchange Offer shall not prohibited by any be permissible under applicable law or applicable interpretations Commission policy (after the procedures set forth in Section 6(a) hereof have been complied with), each of the Staff, the Company and the Guarantors shall use their reasonable best efforts to (i) use its commercially reasonable efforts to cause to be filed with the SECCommission as soon as practicable after the Closing Date, but in no event later than 270 days after the Closing Date (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 OfferOffer (the “Filing Date”), (ii) use its commercially reasonable efforts to cause such Registration Statement to become effectiveeffective at the 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; provided, however, that neither the Company nor the Guarantors shall be required to register or qualify as a foreign corporation where it is not then so qualified, or to take any action that would subject it to service of process in suits or to taxation, other than as to matters and transactions relating to the Registration Statement, in any jurisdiction where it is not then so subject and (iv) upon the effectiveness of such Registration Statement, commence the Exchange Offer. Each of the Company and the Guarantors shall use their reasonable best efforts to Consummate the 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, if required pursuant to this Section 2(a) shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Registrable Transfer Restricted Securities and to permit resales of Registrable Initial Securities held by Participating Broker-Dealers as contemplated by Section 4 3(c) hereof. If an Exchange Offer Registration Statement is required to be filed and declared effective pursuant to the paragraph above, the Company and the Guarantors shall cause the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days after the date notice of the Exchange Offer is mailed to the Holders (the “Exchange Period”). The Company and the Guarantors shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Securities shall be included in the Exchange Offer Registration Statement. The Company and the Guarantors shall use their reasonable best efforts to cause the Exchange Offer to be Consummated on or before the Exchange Date. The Company and the Guarantors shall commence the Exchange Offer by mailing the related Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law, substantially the following:.

Registered Exchange Offer. To (a) Unless the extent Exchange Offer shall not prohibited by any be permissible under applicable law or applicable interpretations of Commission policy (after the Staffprocedures set forth in Section 6(a)(i) hereof have been complied with), the Company and the Guarantors Issuers shall use their reasonable best efforts to (i) cause to be filed with the SECCommission on or prior to the 120th day after the Initial Placement, a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer, (ii) use their commercially reasonable efforts to cause such Registration Statement to become effectiveeffective on or prior to the 210th day after the Initial Placement, (iii) in connection with the foregoing, (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) use their 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 any Holder shall reasonably request in writing by the time the Exchange Offer Registration Statement is declared effective by the Commission, it being agreed that no such registration or qualification will be made unless so requested, to permit Consummation of the Exchange Offer; provided, however, that none of the Issuers or any of the Guarantors shall be required to (x) qualify as a foreign corporation or as a dealer in securities in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(a), or (y) take any action which would subject it to general service of process or taxation in any such jurisdiction where it is not then so subject and (iv) upon as promptly as practicable after the effectiveness of such Registration Statement, commence the Exchange Offer. Each of the Company and the Guarantors shall use their reasonable best efforts to Consummate the 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, if required pursuant to this Section 2(a) shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Registrable Transfer Restricted Securities and to permit resales of Registrable Initial Securities held by Participating Broker-Dealers as contemplated by Section 4 3(c) hereof. If an Exchange Offer Registration Statement is required to be filed and declared effective pursuant to the paragraph above, the Company and the Guarantors shall cause the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days after the date notice of the Exchange Offer is mailed to the Holders (the “Exchange Period”). The Company and the Guarantors shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Securities shall be included in the Exchange Offer Registration Statement. The Company and the Guarantors shall use their reasonable best efforts to cause the Exchange Offer to be Consummated on or before the Exchange Date. The Company Issuers and the Guarantors shall commence the Exchange Offer by mailing or otherwise furnishing the related Prospectus, appropriate letters letter of transmittal and other accompanying documents to each Holder of record stating, in addition to such other disclosures as are required by applicable law, substantially the following:

Registered Exchange Offer. To (a) Unless the extent Company has reasonably determined that the Exchange Offer shall not prohibited by any be permissible under applicable law or applicable interpretations of Commission policy (after the Staffprocedures set forth in Section 6(a) hereof have been complied with), the Company and the Guarantors shall (i) use their its reasonable best efforts to (i) cause to be filed file with the SECCommission on or prior to the earlier of (x) 360 days from the Closing Date (or if such 360th day is not a Business Day, the next succeeding Business Day) and (y) the date on which an exchange offer for the 2017 Exchange Notes similar to the Exchange Offer is consummated, a Registration Statement under the Securities Act relating to the Exchange Securities Notes and the Exchange Offer, (ii) use its reasonable best efforts to cause such Registration Statement to become effectiveeffective on or prior to the 360th day after the Closing Date (or if such 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 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, however, that the Company shall not be required to (x) qualify as a foreign corporation or as a dealer in securities in any jurisdiction where it would not be otherwise required to qualify but for this Section 3(a) or (y) take any action which would subject it to general service of process or taxation in any such jurisdiction where it is not then so subject, and (iv) upon the effectiveness of such Registration Statement, commence the Exchange Offer. Each of the Company and the Guarantors shall use their reasonable best efforts to Consummate the 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, if required pursuant to this Section 2(a) shall be on the appropriate form permitting registration of the Exchange Securities Notes to be offered in exchange for the Registrable Transfer Restricted Securities and to permit resales of Registrable Securities Initial Notes held by Participating Broker-Dealers as contemplated by Section 4 3(c) hereof. If an Exchange Offer Registration Statement is required to be filed and declared effective pursuant to the paragraph above, the Company and the Guarantors shall cause the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days after the date notice of the Exchange Offer is mailed to the Holders (the “Exchange Period”). The Company and the Guarantors shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Securities shall be included in the Exchange Offer Registration Statement. The Company and the Guarantors shall use their reasonable best efforts to cause the Exchange Offer to be Consummated on or before the Exchange Date. The Company and the Guarantors shall commence the Exchange Offer by mailing the related Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law, substantially the following:.

Registered Exchange Offer. To (a) Unless the extent Exchange Offer shall not prohibited by any be permissible under applicable law or applicable interpretations of Commission policy (so long as the Staffprocedures set forth in Section 6(a) below are being or have been complied with), the Company and the Guarantors shall (i) use their its reasonable best efforts to (i) cause to be filed with the SECCommission, a Registration Statement under on or prior to 60 days after the Securities Act relating to Closing Date, the Exchange Securities and the Exchange OfferOffer Registration Statement, (ii) use its reasonable best efforts to cause such Exchange Offer Registration Statement to become effectivebe declared effective by the Commission on or prior to 180 days after the Closing Date, (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 Act, (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 Offer, except as would subject the Company to service of process or general taxation where it is not currently subject, and (D) obtain all necessary approvals of the Nevada Gaming Commission in connection with the issuance of the Exchange Notes, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and Consummate the Exchange Offer. Each of the Company and the Guarantors shall use their reasonable best efforts to Consummate the 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, if required pursuant to this Section 2(a) shall be on the an appropriate form permitting registration of the Exchange Securities Notes to be offered in exchange for the Registrable Securities Notes and to permit resales of Registrable Securities held by Participating Broker-Dealers as contemplated by Section 4 hereof3(c) below. If an If, after such Exchange Offer Registration Statement initially is required to be filed and declared effective pursuant to by the paragraph aboveCommission, the Company and Exchange Offer or the Guarantors shall cause issuance of Exchange Notes thereunder or the sale of Transfer Restricted Securities pursuant thereto as contemplated by Section 3(c) below is interfered with by any stop order, injunction or other order or requirement of the Commission or any other governmental agency or court, such Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days after the date notice of the Exchange Offer is mailed to the Holders (the “Exchange Period”). The Company and the Guarantors shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Securities shall be included deemed not to have become effective for purposes of this Agreement during the period that such stop order, injunction or other similar order or requirement shall remain in the Exchange Offer Registration Statement. The Company and the Guarantors shall use their reasonable best efforts to cause the Exchange Offer to be Consummated on or before the Exchange Date. The Company and the Guarantors shall commence the Exchange Offer by mailing the related Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law, substantially the following:effect.

Registered Exchange Offer. To the extent not prohibited by any applicable (a) Unless, due to a change in federal law or Commission policy after the date hereof, the Exchange Offer shall not be permitted by applicable interpretations of the Stafffederal law or Commission policy, the Company shall (and the Guarantors shall use their reasonable best efforts to cause each Subsidiary Guarantor to) (i) cause to be filed (including by way of a "confidential" filing) with the SECCommission on or prior to 90 days after the Original Issue Date, a an Exchange Offer Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange OfferStatement, (ii) use its best efforts to cause such Exchange Offer Registration Statement to be declared effective by the Commission on or prior to 150 days after the Original Issue Date and (iii) use its best efforts to consummate the Exchange Offer within 180 days after the Original Issue Date. In connection with the foregoing, the Company shall (and shall cause each Subsidiary Guarantor to) (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary to cause such Exchange Offer Registration Statement to become effective, (iiiB) in connection with if applicable, file a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the foregoingAct, (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities New 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 (ivD) upon the effectiveness of such Registration Statement, commence the Exchange Offer. Each of the Company Offer and the Guarantors shall use their reasonable its best efforts to Consummate issue New Notes in exchange for all Existing Notes tendered and not withdrawn prior to the expiration of 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”)Offer. The Exchange Offer, if required pursuant to this Section 2(a) Offer shall be on the appropriate form permitting registration of the Exchange Securities New Notes to be offered in exchange for the Registrable Existing Notes that are Transfer Restricted Securities and to permit permitting resales of Registrable Securities New Notes held by Participating Broker-Dealers as contemplated by Section 4 hereof3(c) below. If an If, after such Exchange Offer Registration Statement initially is required to be filed and declared effective pursuant to by the paragraph aboveCommission, the Company and Exchange Offer or the Guarantors shall cause issuance of New Notes under the Exchange Offer or the resale of New Notes received by Broker-Dealers in the Exchange Offer as contemplated by Section 3(c) below is interrupted by any stop order, injunction or other order or requirement of the Commission or any other governmental agency or court, such Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days after the date notice of the Exchange Offer is mailed to the Holders (the “Exchange Period”). The Company and the Guarantors shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Securities shall be included in deemed not to have become effective for purposes of this Agreement during the Exchange Offer Registration Statement. The Company and the Guarantors period that such interruption shall use their reasonable best efforts to cause the Exchange Offer to be Consummated on or before the Exchange Date. The Company and the Guarantors shall commence the Exchange Offer by mailing the related Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law, substantially the following:continue.

Registered Exchange Offer. To (a) If, in the extent not prohibited by any reasonable opinion of the Company after consultation with counsel, (i) the Registered Exchange Offer shall then be permissible under applicable law and (ii) a Registration Statement (the "EXCHANGE OFFER REGISTRATION Statement") with respect to the Series B Senior Notes, Series H Preferred Stock or applicable interpretations Class H Subordinated Debentures, as applicable, and the Registered Exchange Offer reasonably can be filed after the initial sale of the StaffSenior Notes and Preferred Stock pursuant hereto, the Company and the Guarantors shall use their reasonable best efforts to (ia) cause to be filed with the SEC, Commission after the Closing Date a Registration Statement under the Securities Act relating to the Exchange Securities Series B Senior Notes, Series H Preferred Stock or Class H Subordinated Debentures, as applicable, and the Registered Exchange Offer, (iib) use its reasonable best efforts to cause such Exchange Offer Registration Statement to become effective at the earliest possible time thereafter, (c) in connection with the foregoing, (1) 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, (iii2) in connection with if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the foregoingAct, and (3) use its reasonable best efforts to cause all necessary filings in connection with the registration and qualification of the Exchange Securities Series B Senior Notes, Series H Preferred Stock or Class H Subordinated Debentures, as applicable, to be made registered under the state securities or blue sky Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Registered Exchange Offer, and (ivd) upon the effectiveness of such Exchange Offer Registration Statement, commence the Registered Exchange Offer. Each of the Company and the Guarantors shall use their reasonable best efforts to Consummate the The Registered 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, if required pursuant to this Section 2(a) shall be on the appropriate form permitting registration of the Exchange Securities Series B Senior Notes, Series H Preferred Stock or Class H Subordinated Debentures, as applicable, to be offered in exchange for the Registrable Securities and to permit resales of Registrable Securities held by Participating Broker-Dealers as contemplated by Section 4 hereof. If an Exchange Offer Registration Statement is required to be filed and declared effective pursuant to the paragraph above, the Company and the Guarantors shall cause the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days after the date notice of the Exchange Offer is mailed to the Holders (the “Exchange Period”). The Company and the Guarantors shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Securities shall be included in the Exchange Offer Registration Statement. The Company and the Guarantors shall use their reasonable best efforts to cause the Exchange Offer to be Consummated on or before the Exchange Date. The Company and the Guarantors shall commence the Exchange Offer by mailing the related Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law, substantially the following:Transfer Restricted Securities.

Registered Exchange Offer. To (a) Unless the extent Exchange Offer shall not prohibited by any be permissible under applicable law or applicable interpretations of Commission policy (so long as the Staffprocedures set forth in Section 6(a) below are being or have been complied with), the Company Cinemark and the Guarantors shall (i) use their commercially reasonable best efforts to (i) cause to be filed with the SECCommission, a not later than 30 days after the Closing Date, the Exchange Offer Registration Statement under the Securities Act relating to the Exchange Securities Notes and the Exchange Offer, (ii) use their commercially reasonable best efforts to cause such Exchange Offer Registration Statement to become effectivebe declared effective by the Commission at the earliest practicable time, but not later than 90 days after the Closing Date, (iii) in connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause 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 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 Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence the Exchange Offer. Each of the Company and the Guarantors shall use their commercially 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”)Offer. The Exchange Offer, if required pursuant to this Section 2(a) Offer shall be on the an appropriate form permitting registration of the Exchange Securities Notes to be offered in exchange for the Registrable Applicable Securities and to permit resales of Registrable Securities held by Participating Broker-Dealers as contemplated by Section 4 hereof3(c) below. If an If, after such Exchange Offer Registration Statement initially is required to be filed and declared effective pursuant to by the paragraph aboveCommission, the Company and Exchange Offer or the Guarantors shall cause issuance of Exchange Notes thereunder or the sale of Applicable Securities pursuant thereto as contemplated by Section 3(c) below is interfered with by any stop order, injunction or other order or requirement of the Commission or any other governmental agency or court, such Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days after the date notice of the Exchange Offer is mailed to the Holders (the “Exchange Period”). The Company and the Guarantors shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Securities shall be included deemed not to have become effective for purposes of this Agreement during the period that such stop order, injunction or other similar order or requirement shall remain in the Exchange Offer Registration Statement. The Company and the Guarantors shall use their reasonable best efforts to cause the Exchange Offer to be Consummated on or before the Exchange Date. The Company and the Guarantors shall commence the Exchange Offer by mailing the related Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law, substantially the following:effect.

Registered Exchange Offer. To (a) Unless the extent Exchange Offer shall not prohibited by any be permissible under applicable law or applicable interpretations of Commission policy (after the Staffprocedures set forth in Section 6(a)(i) hereof have been complied with), or there are no Transfer Restricted Securities outstanding, the Company and the Guarantors shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission, (ii) use their reasonable best efforts to (i) cause to be filed with the SEC, a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer, (ii) cause such Exchange Offer Registration Statement to become effective, (iii) in connection with the foregoing, use reasonable best efforts to (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it 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 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, however, that neither the Company nor any Guarantor shall be required to take any action that would subject them to general service of process or taxation in any jurisdiction where they are not already subject, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence the Exchange Offer. Each of the Company and the Guarantors shall file the Exchange Offer Registration Statement with the Commission as soon as practicable after the Closing Date and use their reasonable best efforts to have the Exchange Offer Registration Statement declared effective as soon as practicable thereafter and in no event Consummate the Exchange Offer not later than 365 days following the 180th day after the Closing Date (or if such 365th 180th day is not a Business Day, the next succeeding Business Day) (being the “Exchange Date”). The Exchange Offer, if required pursuant to this Section 2(a) 3(a), shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Registrable Transfer Restricted Securities and to permit resales of Registrable Initial Securities held by Participating Broker-Dealers as contemplated by Section 4 3(c) hereof. If an Exchange Offer Registration Statement is required to be filed and declared effective pursuant to the paragraph above, the Company and the Guarantors shall cause the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days after the date notice of the Exchange Offer is mailed to the Holders (the “Exchange Period”). The Company and the Guarantors shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Securities shall be included in the Exchange Offer Registration Statement. The Company and the Guarantors shall use their reasonable best efforts to cause the Exchange Offer to be Consummated on or before the Exchange Date. The Company and the Guarantors shall commence the Exchange Offer by mailing the related Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law, substantially the following:.

Registered Exchange Offer. To (a) Unless the extent Exchange Offer shall not prohibited by any be permissible under applicable law or applicable interpretations of Commission policy (after the Staffprocedures set forth in Section 6(a) hereof have been complied with), or there are no Transfer Restricted Securities outstanding, the Company and the Guarantors shall use their reasonable best efforts to (i) cause to be filed with the SECCommission, 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, (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 under the Securities Act, (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 The Company and the Guarantors shall use their its commercially 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”); provided, however, that the Company shall not be required to Consummate such Exchange Offer if all of the Initial Securities have ceased to be Transfer Restricted Securities on or before the Exchange Date. The Exchange Offer, if required pursuant to this Section 2(a) 3(a), shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Registrable Transfer Restricted Securities and to permit resales of Registrable Transfer Restricted Securities held by Participating Broker-Dealers as contemplated by Section 4 3(c) hereof. If an Exchange Offer Registration Statement is required to be filed and declared effective pursuant to the paragraph above, the Company and the Guarantors shall cause the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days after the date notice of the Exchange Offer is mailed to the Holders (the “Exchange Period”). The Company and the Guarantors shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Securities shall be included in the Exchange Offer Registration Statement. The Company and the Guarantors shall use their reasonable best efforts to cause the Exchange Offer to be Consummated on or before the Exchange Date. The Company and the Guarantors shall commence the Exchange Offer by mailing the related Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law, substantially the following:.

Registered Exchange Offer. To (a) Unless the extent Exchange Offer shall not prohibited by any be permissible under applicable law or applicable interpretations of Commission policy (after the Staffprocedures set forth in Section 6(a) hereof have been complied with), or there are no Transfer Restricted Securities outstanding, the Company and the Guarantors shall use their reasonable best efforts to (i) use its commercially reasonable efforts to cause to be filed with the SEC, Commission a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer, Offer and (ii) use commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective, (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 registered pursuant to such Exchange Offer Registration Statement 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. Each of the The Company and the Guarantors shall use their commercially reasonable best efforts to Consummate the Exchange Offer not later than 365 366 days following the Closing Date (or if such 365th 366th 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 (other than such Securities held by affiliates of the Company) on or before the Exchange Date. The Exchange Offer, if required pursuant to this Section 2(a) 3(a), shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Registrable Transfer Restricted Securities and to permit resales of Registrable Transfer Restricted Securities held by Participating Broker-Dealers as contemplated by Section 4 3(c) hereof. If an Exchange Offer Registration Statement is required to be filed and declared effective pursuant to the paragraph above, the Company and the Guarantors shall cause the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days after the date notice of the Exchange Offer is mailed to the Holders (the “Exchange Period”). The Company and the Guarantors shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Securities shall be included in the Exchange Offer Registration Statement. The Company and the Guarantors shall use their reasonable best efforts to cause the Exchange Offer to be Consummated on or before the Exchange Date. The Company and the Guarantors shall commence the Exchange Offer by mailing the related Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law, substantially the following:.

Registered Exchange Offer. To (a) Unless the extent Exchange Offer shall not prohibited by any be permissible under applicable law or applicable interpretations Commission policy (after the procedures set forth in Section 6(a) hereof have been complied with), each of the Staff, the Company Issuers and the Guarantors shall use their reasonable best efforts to (i) cause to be filed with the SECCommission as soon as practicable after the Closing Date, but in no event later than 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 Securities and the Exchange Offer, (ii) use its reasonable best efforts to cause such Registration Statement to become effectiveeffective at the earliest possible time, but in no event later than 270 days after the Closing Date (or if such 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) use their reasonable best 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, provided, however, that the no Issuer or Guarantor shall be required to (1) qualify as a foreign corporation or as a dealer in securities in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(a), or (2) take any action which would subject it to general service of process or taxation in any such jurisdiction where it is not then so subject, and (iv) upon as promptly as practicable after the effectiveness of such Registration Statement, commence the Exchange Offer. Each of the Company and the Guarantors shall use their reasonable best efforts to Consummate the 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, if required pursuant to this Section 2(a) shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Registrable Transfer Restricted Securities and to permit resales of Registrable Initial Securities held by Participating Broker-Dealers as contemplated by Section 4 3(c) hereof. If an Exchange Offer Registration Statement is required to be filed and declared effective pursuant to the paragraph above, the Company and the Guarantors shall cause the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days after the date notice of the Exchange Offer is mailed to the Holders (the “Exchange Period”). The Company and the Guarantors shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Securities shall be included in the Exchange Offer Registration Statement. The Company and the Guarantors shall use their reasonable best efforts to cause the Exchange Offer to be Consummated on or before the Exchange Date. The Company and the Guarantors shall commence the Exchange Offer by mailing the related Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law, substantially the following:.

Registered Exchange Offer. To (a) Unless the extent Exchange Offer shall not prohibited by any be permissible under applicable law or applicable interpretations Commission policy (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 Staff, the Company and the Guarantors shall use their reasonable best efforts to (i) cause to be filed with the SEC, Commission 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 effectivebe declared effective by the Commission not later than 270 days after the Closing Date (or if such 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 to be Consummated. Each of the Company and the Guarantors shall use their its commercially reasonable best efforts to Consummate issue on or prior to 30 Business Days, or longer if required by the federal securities laws, after the date on which the Exchange Offer Registration Statement is declared effective by the Commission, Exchange Securities in exchange for all Transfer Restricted Securities validly tendered and not later than 365 days following validly withdrawn in the Closing Date (or if such 365th day is not a Business Day, the next succeeding Business Day) Exchange Offer (the “Exchange Date”); provided, however, that the Company shall not be required to Consummate such Exchange Offer if all of the Securities have been distributed to the public pursuant to Rule 144 under the Securities Act on or before the Exchange Date. The Exchange Offer, if required pursuant to this Section 2(a) 3(a), shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Registrable Transfer Restricted Securities and to permit resales of Registrable Transfer Restricted Securities held by Participating Broker-Dealers as contemplated by Section 4 3(c) hereof. If an Exchange Offer Registration Statement is required to be filed and declared effective pursuant to the paragraph above, the Company and the Guarantors shall cause the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days after the date notice of the Exchange Offer is mailed to the Holders (the “Exchange Period”). The Company and the Guarantors shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Securities shall be included in the Exchange Offer Registration Statement. The Company and the Guarantors shall use their reasonable best efforts to cause the Exchange Offer to be Consummated on or before the Exchange Date. The Company and the Guarantors shall commence the Exchange Offer by mailing the related Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law, substantially the following:.

Registered Exchange Offer. To (a) Unless the extent Company has reasonably determined that the Exchange Offer shall not prohibited by any be permissible under applicable law or applicable interpretations Commission policy (after the procedures set forth in Section 6(a) hereof have been complied with), each of the Staff, the Company and the Guarantors shall use their reasonable best efforts to (i) cause use their commercially reasonable efforts to be filed file with the SEC, Commission a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer, (ii) use their commercially reasonable efforts to cause such Registration Statement to become effectiveeffective on or prior to the 390th day after the Closing Date (or if such 390th day is not a Business Day, the next succeeding Business Day) (the “Exchange 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) 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; provided, however, that the Company and the Guarantors shall not be required to (x) qualify as a foreign corporation or as a dealer in securities in any jurisdiction where it would not be otherwise required to qualify but for this Section 3(a) or (y) take any action that would subject it to general service of process or taxation in any such jurisdiction where it is not then so subject, and (iv) upon as promptly as practicable following the effectiveness of such Registration Statement, commence the Exchange Offer. Each of the Company and the Guarantors shall use their reasonable best efforts to Consummate the 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, if required pursuant to this Section 2(a) Registration Statement shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Registrable Transfer Restricted Securities and to permit resales of Registrable Initial Securities held by Participating Broker-Dealers as contemplated by Section 4 3(c) hereof. If an Exchange Offer Registration Statement is required to be filed and declared effective pursuant to the paragraph above, the Company and the Guarantors shall cause the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days after the date notice of the Exchange Offer is mailed to the Holders (the “Exchange Period”). The Company and the Guarantors shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Securities shall be included in the Exchange Offer Registration Statement. The Company and the Guarantors shall use their reasonable best efforts to cause the Exchange Offer to be Consummated on or before the Exchange Date. The Company and the Guarantors shall commence the Exchange Offer by mailing the related Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law, substantially the following:.

Registered Exchange Offer. To (a) Unless the extent Exchange Offer shall not prohibited be permitted by any applicable federal law or applicable interpretations of the StaffCommission policy, the Company and the Guarantors shall use their reasonable best efforts to (i) cause to be filed with the SECCommission on or prior to 45 days after the Issue Date, a an Exchange Offer Registration Statement under the Securities Act relating to the Exchange Securities New Notes and the Exchange Offer, Offer and (ii) use its best efforts to cause such Exchange Offer Registration Statement to be declared effective by the Commission on or prior to 90 days after the Issue Date. In connection with the foregoing, the Company shall (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary to cause such Exchange Offer Registration Statement to become effective, (iiiB) in connection with if applicable, file a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the foregoingAct, (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities New 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; provided, however, that the Company shall not be obligated to qualify as a foreign corporation in any jurisdiction in which it is not so qualified or to take any action which would subject it to general service of process or taxation in any jurisdiction where it is not so subject and (ivD) upon the effectiveness of such Registration Statement, commence the Exchange Offer. Each of the Company Offer and the Guarantors shall use their reasonable its best efforts to Consummate issue on or prior to 45 days after the date on which such Exchange Offer Registration Statement is declared effective by the Commission, New Notes in exchange for all Old Notes tendered prior thereto in 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”)Offer. The Exchange Offer, if required pursuant to this Section 2(a) Offer shall be on the appropriate form permitting registration of the Exchange Securities New Notes to be offered in exchange for the Registrable Old Notes that are Transfer Restricted Securities and to permit permitting resales of Registrable Securities New Notes held by Participating Broker-Dealers as contemplated by Section 4 hereof3(c) below. If an If, after such Exchange Offer Registration Statement initially is required to be filed and declared effective pursuant to by the paragraph aboveCommission, the Company and Exchange Offer or the Guarantors shall cause issuance of New Notes under the Exchange Offer or the resale of New Notes received by Broker-Dealers in the Exchange Offer as contemplated by Section 3(c) below is interfered with by any stop order, injunction or other order or requirement of the Commission or any other governmental agency or court, such Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days after the date notice of the Exchange Offer is mailed to the Holders (the “Exchange Period”). The Company and the Guarantors shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Securities shall be included deemed not to have become effective for purposes of this Agreement during the period that such stop order, injunction or other similar order or requirement shall remain in the Exchange Offer Registration Statement. The Company and the Guarantors shall use their reasonable best efforts to cause the Exchange Offer to be Consummated on or before the Exchange Date. The Company and the Guarantors shall commence the Exchange Offer by mailing the related Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law, substantially the following:effect.

Registered Exchange Offer. To (a) Unless the extent Exchange Offer shall not prohibited by any be permissible under applicable law or applicable interpretations Commission policy (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 Staff, the Company and the Guarantors shall use their reasonable best efforts to (i) cause to be filed with the SEC, Commission 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 effectivebe declared effective by the Commission not later than 240 days after the Closing Date (or if such 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. Each of the Company and the Guarantors shall use their its commercially reasonable best efforts to Consummate issue on or prior to 30 Business Days, or longer if required by the federal securities laws, after the date on which the Exchange Offer Registration Statement is declared effective by the Commission, Exchange Securities in exchange for all Transfer Restricted Securities validly tendered and not later than 365 days following validly withdrawn in the Closing Date (or if such 365th day is not a Business Day, the next succeeding Business Day) Exchange Offer (the “Exchange Date”); provided, however, that the Company shall not be required to Consummate such Exchange Offer if all of the Securities have been distributed to the public pursuant to Rule 144 under the Securities Act on or before the Exchange Date. The Exchange Offer, if required pursuant to this Section 2(a) 3(a), shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Registrable Transfer Restricted Securities and to permit resales of Registrable Transfer Restricted Securities held by Participating Broker-Dealers as contemplated by Section 4 3(c) hereof. If an Exchange Offer Registration Statement is required to be filed and declared effective pursuant to the paragraph above, the Company and the Guarantors shall cause the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days after the date notice of the Exchange Offer is mailed to the Holders (the “Exchange Period”). The Company and the Guarantors shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Securities shall be included in the Exchange Offer Registration Statement. The Company and the Guarantors shall use their reasonable best efforts to cause the Exchange Offer to be Consummated on or before the Exchange Date. The Company and the Guarantors shall commence the Exchange Offer by mailing the related Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law, substantially the following:.

Registered Exchange Offer. To (a) Unless the extent Exchange Offer shall not prohibited by any be permissible under applicable law or applicable interpretations of Commission policy (so long as the Staffprocedures set forth in Section 6(a) below are being or have been complied with), the Company Cinemark and the Guarantors shall (i) use their commercially reasonable best efforts to (i) cause to be filed with the SECCommission, a not later than 120 days after the Closing Date, the Exchange Offer Registration Statement under the Securities Act relating to the Exchange Securities Notes and the Exchange Offer, (ii) use their commercially reasonable best efforts to cause such Exchange Offer Registration Statement to become effectivebe declared effective by the Commission at the earliest practicable time, but not later than 210 days after the Closing Date, (iii) in connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause 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 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 Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence the Exchange Offer. Each of the Company and the Guarantors shall use their commercially 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”)Offer. The Exchange Offer, if required pursuant to this Section 2(a) Offer shall be on the an appropriate form permitting registration of the Exchange Securities Notes to be offered in exchange for the Registrable Applicable Securities and to permit resales of Registrable Securities held by Participating Broker-Dealers as contemplated by Section 4 hereof3(c) below. If an If, after such Exchange Offer Registration Statement initially is required to be filed and declared effective pursuant to by the paragraph aboveCommission, the Company and Exchange Offer or the Guarantors shall cause issuance of Exchange Notes thereunder or the sale of Applicable Securities pursuant thereto as contemplated by Section 3(c) below is interfered with by any stop order, injunction or other order or requirement of the Commission or any other governmental agency or court, such Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days after the date notice of the Exchange Offer is mailed to the Holders (the “Exchange Period”). The Company and the Guarantors shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Securities shall be included deemed not to have become effective for purposes of this Agreement during the period that such stop order, injunction or other similar order or requirement shall remain in the Exchange Offer Registration Statement. The Company and the Guarantors shall use their reasonable best efforts to cause the Exchange Offer to be Consummated on or before the Exchange Date. The Company and the Guarantors shall commence the Exchange Offer by mailing the related Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law, substantially the following:effect.

Registered Exchange Offer. To (a) Unless the extent Exchange Offer shall not prohibited by any be permissible under applicable law or applicable interpretations of Commission policy (after the Staffprocedures set forth in Section 6(a) below have been complied with), the Company and the Guarantors shall (i) use their its reasonable best efforts to (i) cause to be filed with the SECCommission as soon as practicable after the Closing Date, a but in no event later than 150 days after the Closing Date, an Exchange Offer Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer, (ii) use its reasonable best efforts to cause such Exchange Offer Registration Statement to become effectiveeffective at the earliest possible time, but in no event later than 180 days after the Closing Date, (iii) in connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause 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 Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon after the effectiveness of Exchange Offer Registration Statement has been declared effective, immediately commence the Exchange Offer and promptly, but in no event later than 30 business days after the date on which such Exchange Offer Registration StatementStatement was declared effective by the Commission, commence issue Exchange Securities in exchange for all Securities tendered prior thereto in the Exchange Offer. Each of the Company and the Guarantors shall use their reasonable best efforts to Consummate the 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, if required pursuant to this Section 2(a) Registration Statement shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Registrable Transfer Restricted Securities and to permit resales of Registrable Exchange Securities held by Participating Broker-Dealers as contemplated by Section 4 hereof. If an Exchange Offer Registration Statement is required to be filed and declared effective pursuant to the paragraph above, the Company and the Guarantors shall cause the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days after the date notice of the Exchange Offer is mailed to the Holders (the “Exchange Period”). The Company and the Guarantors shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Securities shall be included in the Exchange Offer Registration Statement. The Company and the Guarantors shall use their reasonable best efforts to cause the Exchange Offer to be Consummated on or before the Exchange Date. The Company and the Guarantors shall commence the Exchange Offer by mailing the related Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law, substantially the following:3(c) below.

Registered Exchange Offer. To (a) Unless the extent Exchange Offer shall not prohibited by any be permissible under applicable law or applicable interpretations of Commission policy (after the Staffprocedures set forth in Section 6(a) hereof have been complied with), or there are no Transfer Restricted Securities outstanding, the Company Issuers and the Initial Guarantors shall use their reasonable best efforts to (i) cause to be filed with the SECCommission, a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer, (ii) use their commercially reasonable efforts to cause such Registration Statement to become effectiveeffective under the 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 promptly after the effectiveness of such Registration Statement, commence the Exchange Offer. Each of the Company The Issuers and the Initial Guarantors shall use their commercially reasonable best efforts to Consummate the Exchange Offer not later than 365 366 days following the Closing Date (or if such 365th 366th day is not a Business Day, the next succeeding Business Day) (the “Exchange Date”); provided, however, that the Issuers 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, if required pursuant to this Section 2(a) 3(a), shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Registrable Transfer Restricted Securities and to permit resales of Registrable Transfer Restricted Securities held by Participating Broker-Dealers as contemplated by Section 4 3(c) hereof. If an Exchange Offer Registration Statement is required to be filed and declared effective pursuant to the paragraph above, the Company and the Guarantors shall cause the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days after the date notice of the Exchange Offer is mailed to the Holders (the “Exchange Period”). The Company and the Guarantors shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Securities shall be included in the Exchange Offer Registration Statement. The Company and the Guarantors shall use their reasonable best efforts to cause the Exchange Offer to be Consummated on or before the Exchange Date. The Company and the Guarantors shall commence the Exchange Offer by mailing the related Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law, substantially the following:.

Registered Exchange Offer. To (a) Unless the extent Exchange Offer shall not prohibited by any be permissible under applicable law or applicable interpretations of Commission policy (so long as the Staffprocedures set forth in Section 6(a) below are being or have been complied with), the Company Cinemark and the Guarantors shall (i) use their commercially reasonable best efforts to (i) cause to be filed with the SECCommission, a not later than 90 days after the Closing Date, the Exchange Offer Registration Statement under the Securities Act relating to the Exchange Securities Notes and the Exchange Offer, (ii) use their commercially reasonable best efforts to cause such Exchange Offer Registration Statement to become effectivebe declared effective by the Commission at the earliest practicable time, but not later than 180 days after the Closing Date, (iii) in connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause 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 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 Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence the Exchange Offer. Each of the Company and the Guarantors shall use their commercially 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”)Offer. The Exchange Offer, if required pursuant to this Section 2(a) Offer shall be on the an appropriate form permitting registration of the Exchange Securities Notes to be offered in exchange for the Registrable Applicable Securities and to permit resales of Registrable Securities held by Participating Broker-Dealers as contemplated by Section 4 hereof3(c) below. If an If, after such Exchange Offer Registration Statement initially is required to be filed and declared effective pursuant to by the paragraph aboveCommission, the Company and Exchange Offer or the Guarantors shall cause issuance of Exchange Notes thereunder or the sale of Applicable Securities pursuant thereto as contemplated by Section 3(c) below is interfered with by any stop order, injunction or other order or requirement of the Commission or any other governmental agency or court, such Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days after the date notice of the Exchange Offer is mailed to the Holders (the “Exchange Period”). The Company and the Guarantors shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Securities shall be included deemed not to have become effective for purposes of this Agreement during the period that such stop order, injunction or other similar order or requirement shall remain in the Exchange Offer Registration Statement. The Company and the Guarantors shall use their reasonable best efforts to cause the Exchange Offer to be Consummated on or before the Exchange Date. The Company and the Guarantors shall commence the Exchange Offer by mailing the related Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law, substantially the following:effect.

Registered Exchange Offer. To (a) Unless the extent Exchange Offer shall not prohibited by any be permissible under applicable law or applicable interpretations Commission policy (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 Staff, the Company and the Guarantors shall use their reasonable best efforts to (i) cause to be filed with the SEC, Commission 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 effectivebe declared effective by the Commission not later than 270 days after February 19, 2020 (or if such 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 to be Consummated. Each of the Company and the Guarantors shall use their its commercially reasonable best efforts to Consummate issue on or prior to 30 Business Days, or longer if required by the federal securities laws, after the date on which the Exchange Offer Registration Statement is declared effective by the Commission, Exchange Securities in exchange for all Transfer Restricted Securities validly tendered and not later than 365 days following validly withdrawn in the Closing Date (or if such 365th day is not a Business Day, the next succeeding Business Day) Exchange Offer (the “Exchange Date”); provided, however, that the Company shall not be required to Consummate such Exchange Offer if all of the Securities have been distributed to the public pursuant to Rule 144 under the Securities Act on or before the Exchange Date. The Exchange Offer, if required pursuant to this Section 2(a) 3(a), shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Registrable Transfer Restricted Securities and to permit resales of Registrable Transfer Restricted Securities held by Participating Broker-Dealers as contemplated by Section 4 3(c) hereof. If an Exchange Offer Registration Statement is required to be filed and declared effective pursuant to the paragraph above, the Company and the Guarantors shall cause the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days after the date notice of the Exchange Offer is mailed to the Holders (the “Exchange Period”). The Company and the Guarantors shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Securities shall be included in the Exchange Offer Registration Statement. The Company and the Guarantors shall use their reasonable best efforts to cause the Exchange Offer to be Consummated on or before the Exchange Date. The Company and the Guarantors shall commence the Exchange Offer by mailing the related Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law, substantially the following:.

Registered Exchange Offer. To (a) Unless the extent Exchange Offer shall not prohibited by any be permissible under applicable law or applicable interpretations Commission policy (after the procedures set forth in Section 6(a) below have been complied with) or one of the Staff, events set forth in Section 4(a)(ii) has occurred the Company and the Guarantors Issuing Parties shall use their reasonable best efforts to (i) cause to be filed with the SECCommission promptly after the Closing Date, but in no event later than 150 days after the Closing Date, a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer, (ii) use their best efforts to cause such Registration Statement to become effectiveeffective no later than 210 days after the Closing 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 unless the effectiveness of Exchange Offer would not be permitted by applicable law or Commission policy, the Issuing Parties will commence the Exchange Offer and use their 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 Exchange Securities in exchange for all Transfer Restricted Securities tendered prior thereto in the Exchange Offer. Each of the Company and the Guarantors shall use their reasonable best efforts to Consummate the 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, if required pursuant to this Section 2(a) shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Registrable Transfer Restricted Securities and to permit resales of Registrable Exchange Securities held by Participating Broker-Dealers as contemplated by Section 4 hereof3(c) below. If an Exchange Offer Registration Statement is required The 90, 150 and 30 business day periods referred to be filed in (i), (ii) and declared effective (iii) of this Section 3(a) shall not include any period during which the Issuing Parties are pursuing a Commission ruling pursuant to the paragraph above, the Company and the Guarantors shall cause the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days after the date notice of the Exchange Offer is mailed to the Holders (the “Exchange Period”). The Company and the Guarantors shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Securities shall be included in the Exchange Offer Registration Statement. The Company and the Guarantors shall use their reasonable best efforts to cause the Exchange Offer to be Consummated on or before the Exchange Date. The Company and the Guarantors shall commence the Exchange Offer by mailing the related Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law, substantially the following:Section 6(a)(i) below.

Registered Exchange Offer. To (a) Unless the extent Exchange Offer shall not prohibited be permitted by any applicable federal law or applicable interpretations of Commission policy (after the Staffprocedures set forth in Section 6(a)(i) below have been complied with), the Company and the Guarantors shall use their reasonable best efforts to (i) cause the Exchange Offer Registration Statement to be filed with the SEC, a Registration Statement under Commission on or prior to 90 days after the Securities Act relating to Closing Date (such 90th day being the Exchange Securities and the Exchange Offer"Filing Deadline"), (ii) use commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effectiveeffective on or prior to 180 days after the Closing Date (such 180th day being the "Effectiveness Deadline"), (iii) in connection with the foregoing, (A) use commercially reasonable efforts to file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it to become effective, (B) use commercially reasonable efforts to file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Act and (C) use commercially reasonable efforts to cause all necessary filings filings, if any, in connection with the registration and qualification of the Exchange Securities Series B 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; provided, however, that neither the Company nor any Guarantor shall be required in connection therewith to register or qualify as a foreign corporation where it is not now so qualified or to take any action that would subject it to taxation or require it to file a general consent to service of process in any jurisdiction where it is not now so subject, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence the Exchange Offer. Each of the Company and the Guarantors shall will use their commercially 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”)Offer. The Exchange Offer, if required pursuant to this Section 2(a) Offer shall be on the appropriate form permitting (i) registration of the Exchange Securities Series B Notes to be offered in exchange for the Registrable Series A Notes that are Transfer Restricted Securities and to permit (ii) resales of Registrable Securities held Series B Notes by Participating Broker-Dealers that tendered into the Exchange Offer Series A Notes that such Broker-Dealer acquired for its own account as a result of market making activities or other trading activities (other than Series A Notes acquired directly from the Company or any Affiliates of the Company) as contemplated by Section 4 hereof. If an Exchange Offer Registration Statement is required to be filed and declared effective pursuant to the paragraph above, the Company and the Guarantors shall cause the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days after the date notice of the Exchange Offer is mailed to the Holders (the “Exchange Period”). The Company and the Guarantors shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Securities shall be included in the Exchange Offer Registration Statement. The Company and the Guarantors shall use their reasonable best efforts to cause the Exchange Offer to be Consummated on or before the Exchange Date. The Company and the Guarantors shall commence the Exchange Offer by mailing the related Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law, substantially the following:3(c) below.

Registered Exchange Offer. To (a) Unless the extent Exchange Offer shall not prohibited by any be permissible under applicable law or applicable interpretations Commission policy (after the procedures set forth in Section 6(a) hereof have been complied with), each of the Staff, the Company Issuer and the Guarantors shall use their reasonable best efforts to (i) cause to be filed prepare and file with the SECCommission as soon as practicable after the Closing Date, a but in no event later than 90 days after the Closing Date, an Exchange Offer Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer, (ii) use their reasonable best efforts to cause such Exchange Offer Registration Statement to become effectiveeffective under the Securities Act at the earliest possible time, but in no event later than 150 days after the Closing 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) 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 Issuer and the Guarantors shall use their its reasonable best efforts to Consummate the Exchange Offer not later than 365 days following 30 Business Days after the Closing Date (or if such 365th day is not a Business Day, date the next succeeding Business Day) Exchange Offer Registration Statement was declared effective (the “Exchange Date”); provided, however, that the Issuer 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, if required pursuant to this Section 2(a) 3(a), shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Registrable Transfer Restricted Securities and to permit resales of Registrable Transfer Restricted Securities held by Participating Broker-Dealers as contemplated by Section 4 3(c) hereof. If an Exchange Offer Registration Statement is required to be filed and declared effective pursuant to the paragraph above, the Company and the Guarantors shall cause the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days after the date notice of the Exchange Offer is mailed to the Holders (the “Exchange Period”). The Company and the Guarantors shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Securities shall be included in the Exchange Offer Registration Statement. The Company and the Guarantors shall use their reasonable best efforts to cause the Exchange Offer to be Consummated on or before the Exchange Date. The Company and the Guarantors shall commence the Exchange Offer by mailing the related Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law, substantially the following:.

Registered Exchange Offer. To (a) Unless the extent Exchange Offer shall not prohibited by any be permissible under applicable law or applicable interpretations of Commission policy (after the Staffprocedures set forth in Section 6(a) below have been complied with), the Company Company, the Capital Trust and the Guarantors Asset Trust shall (i) use their reasonable best efforts to (i) cause to be filed with the SECCommission as soon as practicable after the Closing Date, but in no event later than 90 days after the date of this Agreement, a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer, (ii) use their reasonable best efforts to cause such Registration Statement to become effectiveeffective at the earliest possible time, but in no event later than 180 days after the date of this Agreement, (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 unless the effectiveness of such Registration StatementExchange Offer would not be permitted by applicable law or Commission policy, the Company will commence the Exchange Offer. Each of the Company Offer and the Guarantors shall use their reasonable best efforts to Consummate issue, on or prior to 30 days after the date on which such Registration Statement was declared effective by the Commission, Exchange Securities in exchange for all Securities tendered and not withdrawn in 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”)Offer. The Exchange Offer, if required pursuant to this Section 2(a) Offer shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Registrable Transfer Restricted Securities and to permit resales of Registrable Exchange Securities held by Participating Broker-Dealers as contemplated by Section 4 hereof. If an Exchange Offer Registration Statement is required to be filed and declared effective pursuant to the paragraph above, the Company and the Guarantors shall cause the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days after the date notice of the Exchange Offer is mailed to the Holders (the “Exchange Period”). The Company and the Guarantors shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Securities shall be included in the Exchange Offer Registration Statement. The Company and the Guarantors shall use their reasonable best efforts to cause the Exchange Offer to be Consummated on or before the Exchange Date. The Company and the Guarantors shall commence the Exchange Offer by mailing the related Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law, substantially the following:3(c) below.

Registered Exchange Offer. To (a) Unless the extent Exchange Offer shall not prohibited by any be permissible under applicable law or applicable interpretations of Commission policy (after the Staffprocedures set forth in Section 6(a) hereof have been complied with), or there are no Transfer Restricted Securities outstanding, the Company and the Guarantors Stage II Issuer shall use their reasonable best efforts to (i) cause to be filed with the SECCommission after the Stage II Issue Date, 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, (iii) in connection with the foregoing, (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) use its commercially reasonable best 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; provided, however, that neither the Stage II Issuer nor the Guarantors shall be required to (x) qualify as a foreign corporation or as a dealer in securities in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(a) or (y) take any action which would subject it to general service of process or taxation in any such jurisdiction where it is not then so subject and (iv) upon the effectiveness of such Registration Statement, commence the Exchange Offer. Each The Stage II Issuer and each of the Company and the Guarantors shall use their commercially 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 DayJune 18, the next succeeding Business Day) 2014 (the “Exchange Date”). The Exchange Offer, if required pursuant to this Section 2(a) Offer shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Registrable Transfer Restricted Securities and to permit resales of Registrable Transfer Restricted Securities held by Participating Broker-Dealers as contemplated by Section 4 3(c) hereof. If an Exchange Offer Registration Statement is required to be filed and declared effective pursuant to the paragraph above, the Company and the Guarantors shall cause the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days after the date notice of the Exchange Offer is mailed to the Holders (the “Exchange Period”). The Company and the Guarantors shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Securities shall be included in the Exchange Offer Registration Statement. The Company and the Guarantors shall use their reasonable best efforts to cause the Exchange Offer to be Consummated on or before the Exchange Date. The Company and the Guarantors shall commence the Exchange Offer by mailing the related Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law, substantially the following:.

Registered Exchange Offer. To the extent not prohibited by any applicable (a) Unless, due to a change in law or Commission policy after the date hereof, the Exchange Offer shall not be permissible under applicable interpretations of the Stafffederal law or Commission policy, the Company and the Guarantors shall use their reasonable best efforts to (i) cause to be filed with the SECCommission as soon as practicable on or prior to 60 days after the Closing Date, a Registration Statement under the Securities Act relating to the Exchange Securities New Notes and the Exchange Offer, Offer and (ii) use its best efforts to cause such Registration Statement to be declared effective by the Commission as soon as practicable on or prior to 120 days after the Closing Date. In connection with the foregoing, the Company shall (A) file all pre-effective amendments to such Registration Statement as may be necessary to cause such Registration Statement to become effective, (iiiB) in connection with if applicable, file a post-effective amendment to such Registration Statement pursuant to Rule 430A under the foregoingAct, (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities New 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 obligated to qualify as a foreign corporation in any jurisdiction in which it is not so qualified or to take any action that would subject it to general service of process or taxation in any jurisdiction where it is not so subject, except service of process with respect to the offering and sale of the Notes) and (ivD) upon the effectiveness of such Registration Statement, commence the Exchange Offer. Each of the Company Offer and the Guarantors shall use their reasonable its best efforts to Consummate issue on or prior to 45 days after the Exchange Offer not later than 365 days following Effective Date, New Notes in exchange for all Old Notes tendered in the Closing Date (or if such 365th day is not a Business Day, the next succeeding Business Day) (the “Exchange Date”)Offer. The Exchange Offer, if required pursuant to this Section 2(a) Offer Registration Statement shall be on the appropriate form permitting registration of the Exchange Securities New Notes to be offered in exchange for the Registrable Transfer Restricted Securities and to permit resales of Registrable Securities New Notes held by Participating Broker-Dealers as contemplated by Section 4 hereof3(c) below. If an If, after such Exchange Offer Registration Statement initially is required to be filed and declared effective pursuant to by the paragraph aboveCommission, the Company and the Guarantors shall cause the Exchange Offer Registration Statement to be effective continuously and shall keep or the issuance of New Notes under the Exchange Offer open for a period or the resale of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days after the date notice of the Exchange Offer is mailed to the Holders (the “Exchange Period”). The Company and the Guarantors shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Securities shall be included New Notes received by Broker-Dealers in the Exchange Offer as contemplated by Section 3(c) below is interfered with by any stop order, injunction or other order or requirement of the Commission or any other governmental agency or court, such Registration Statement. The Company and Statement shall be deemed not to have become effective for purposes of this Agreement during the Guarantors period that such stop order, injunction or other similar order or requirement shall use their reasonable best efforts to cause the Exchange Offer to be Consummated on or before the Exchange Date. The Company and the Guarantors shall commence the Exchange Offer by mailing the related Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder stating, remain in addition to such other disclosures as are required by applicable law, substantially the following:effect.

Registered Exchange Offer. To (a) At any time on or after the extent not prohibited by any applicable law or applicable interpretations Trigger Date, the Holders of at least a majority in principal amount of the StaffTransfer Restricted Securities may, by written notice (a “Registration Demand”), request that the Company and the Guarantors shall use their reasonable best efforts to (i) cause to be filed with the SEC, effect a Registration Statement registration under the Securities Act relating to the Exchange Securities and Notes pursuant to the Exchange Offer. Thereupon the Company shall use its commercially reasonable efforts to file with the Commission as soon as possible, but in any event no later than one hundred twenty (ii120) days (excluding any days that occur during a permitted Suspension Period under Section 7(d) hereof) after receipt of such Registration Demand, and thereafter use its reasonable best efforts to cause to be declared effective, a registration statement (an “Exchange Offer Registration Statement”) relating to all Transfer Restricted Securities. The Company shall use its commercially reasonable best efforts to cause such Exchange Offer Registration Statement to become effective at the earliest possible time, but in no event later than 240 days after the Registration Demand is received, and in connection with the foregoing, shall (A) file all pre-effective amendments to such Registration Statement to cause such Registration Statement to become effective, (iiiB) in connection with if applicable, file a post effective amendment to such Registration Statement pursuant to Rule 430A under the foregoingSecurities 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 Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence the Exchange Offer. Each of the Company and the Guarantors shall use their reasonable best efforts to Consummate Offer (unless the Exchange Offer would not later than 365 days following the Closing Date (be permitted by applicable law or if such 365th day is not a Business Day, the next succeeding Business Day) (the “Exchange Date”Commission policy). The Exchange Offer, if required pursuant to this Section 2(a) Offer Registration Statement shall be on the appropriate form permitting registration of the Exchange Securities Notes to be offered in exchange for the Registrable Transfer Restricted Securities and to permit resales of Registrable Securities Notes held by Participating Broker-Dealers as contemplated by Section 4 hereof. If an Exchange Offer Registration Statement is required to be filed and declared effective pursuant to the paragraph above, the Company and the Guarantors shall cause the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days after the date notice of the Exchange Offer is mailed to the Holders (the “Exchange Period”). The Company and the Guarantors shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Securities shall be included in the Exchange Offer Registration Statement. The Company and the Guarantors shall use their reasonable best efforts to cause the Exchange Offer to be Consummated on or before the Exchange Date. The Company and the Guarantors shall commence the Exchange Offer by mailing the related Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law, substantially the following:3(e) below.

Registered Exchange Offer. To (a) Unless the extent Exchange Offer shall not prohibited by any be permissible under applicable law or applicable interpretations of Commission policy (after the Staffprocedures set forth in Section 6(a) hereof have been complied with), the Company Issuer shall (and the Guarantors shall use their reasonable best efforts to cause each Subsidiary Guarantor to), at its cost, (i) cause to be filed with the SECCommission sufficiently promptly so as to avoid a Registration Default with respect to the Exchange Offer, a Registration Statement under the Securities Act relating to the Exchange Securities (other than Transfer Restricted Securities acquired by any Broker-Dealer directly from the Issuer) and the Exchange OfferOffer (the “Exchange Offer Registration Statement”), (ii) use its commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effectiveeffective under the Securities Act sufficiently promptly so as to avoid a Registration Default with respect to the Exchange Offer, (iii) in connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause 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, promptly commence the Exchange Offer. Each of the Company and the Guarantors shall use their reasonable best efforts to Consummate the 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, if required pursuant to this Section 2(a) shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Registrable Transfer Restricted Securities (other than Transfer Restricted Securities acquired by any Broker-Dealer directly from the Issuer) and to permit resales of Registrable Transfer Restricted Securities held by Participating Broker-Dealers as contemplated by Section 4 3(c) hereof. If an Exchange Offer Registration Statement is required to be filed and declared effective pursuant to the paragraph above, the Company and the Guarantors shall cause the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days after the date notice of the Exchange Offer is mailed to the Holders (the “Exchange Period”). The Company and the Guarantors shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Securities shall be included in the Exchange Offer Registration Statement. The Company and the Guarantors shall use their reasonable best efforts to cause the Exchange Offer to be Consummated on or before the Exchange Date. The Company and the Guarantors shall commence the Exchange Offer by mailing the related Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law, substantially the following:.

Registered Exchange Offer. To (a) Unless the extent Exchange Offer shall not prohibited by any be permissible under applicable law or applicable interpretations Commission policy (after the procedures set forth in Section 6(a) hereof have been complied with), each of the StaffCompany, the Company Co-Issuer and the Guarantors shall use their reasonable best efforts to (i) cause use its commercially reasonable efforts to be filed prepare and file with the SEC, a Commission the Exchange Offer Registration Statement on an appropriate form under the Securities Act relating to the Exchange Securities and the Exchange OfferAct, (ii) use its commercially reasonable efforts to cause such the Exchange Offer Registration Statement to become effectiveeffective as promptly as possible (unless it becomes effective automatically upon filing), but in no event later than 365 days after the earlier of (A) the closing of the Merger and (B) August 1, 2014 (or if such 365th day is not a Business Day, the next succeeding Business Day), (iii) in connection with the foregoing, (A) file all pre-effective amendments to the Exchange Offer Registration Statement as may be necessary in order to cause the Exchange Offer Registration Statement to become effective, (B) if applicable, file a post-effective amendment to the 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 Second Lien Exchange Securities and the Subordinated 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 the Exchange Offer Registration Statement, commence the Exchange Offer. Each of the Company and the Guarantors shall use their reasonable best efforts to Consummate the 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, if required pursuant to this Section 2(a) Registration Statement shall be on the appropriate form permitting registration of the Second Lien Exchange Securities and the Subordinated Exchange Securities to be offered in exchange for the Registrable Transfer Restricted Second Lien Securities and the Transfer Restricted Subordinated Securities, respectively, and to permit resales of Registrable Second Lien Exchange Securities held and Subordinated Exchange Securities acquired by Participating Broker-Dealers in exchange for Initial Second Lien Securities and Initial Subordinated Securities, respectively, as contemplated by Section 4 3(c) hereof. If an Exchange Offer Registration Statement is required to be filed and declared effective pursuant to the paragraph above, the Company and the Guarantors shall cause the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days after the date notice of the Exchange Offer is mailed to the Holders (the “Exchange Period”). The Company and the Guarantors shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Securities shall be included in the Exchange Offer Registration Statement. The Company and the Guarantors shall use their reasonable best efforts to cause the Exchange Offer to be Consummated on or before the Exchange Date. The Company and the Guarantors shall commence the Exchange Offer by mailing the related Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law, substantially the following:.

Registered Exchange Offer. To (a) Unless the extent Exchange Offer shall not prohibited by any be permissible under applicable law or applicable interpretations of Commission policy (after the Staffprocedures set forth in Section 6(a) hereof have been complied with), or there are no Transfer Restricted Securities outstanding, the Company and the Guarantors Issuer shall use their reasonable best efforts to (i) cause to be filed with the SECCommission as soon as practicable after the Closing Date, but in no event later than 270 days after the Closing Date (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 reasonable best efforts to cause such Registration Statement to become effectivebe declared effective at the earliest possible time, (iii) in connection with the foregoing, (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) use its reasonable best 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; provided, however, that neither the Issuer nor the Guarantors shall be required to (x) qualify as a foreign corporation or as a dealer in securities in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(a) or (y) take any action which would subject it to general service of process or taxation in any such jurisdiction where it is not then so subject and (iv) upon as promptly as practicable after the effectiveness of such Registration Statement, commence the Exchange Offer. Each The Issuer and each of the Company and the Guarantors shall use their reasonable best efforts to Consummate the Exchange Offer not later than 365 360 days following the Closing Date (or if such 365th 360th day is not a Business Day, the next succeeding Business Day) (the “Exchange Date”). The Exchange Offer, if required pursuant to this Section 2(a) Offer shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Registrable Transfer Restricted Securities and to permit resales of Registrable Transfer Restricted Securities held by Participating Broker-Dealers as contemplated by Section 4 3(c) hereof. If an Exchange Offer Registration Statement is required to be filed and declared effective pursuant to the paragraph above, the Company and the Guarantors shall cause the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days after the date notice of the Exchange Offer is mailed to the Holders (the “Exchange Period”). The Company and the Guarantors shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Securities shall be included in the Exchange Offer Registration Statement. The Company and the Guarantors shall use their reasonable best efforts to cause the Exchange Offer to be Consummated on or before the Exchange Date. The Company and the Guarantors shall commence the Exchange Offer by mailing the related Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law, substantially the following:.

Registered Exchange Offer. To (a) Unless the extent Company shall reasonably determine that it is not prohibited permitted to file the Exchange Offer Registration Statement or to Consummate the Exchange Offer because the Exchange Offer is not permitted by any applicable law or applicable interpretations of Commission policy (after the Staffprocedures set forth in Section 6(a) hereof have been complied with), or there are no Transfer Restricted Securities outstanding, the Parent, the Company and the other Guarantors shall use their commercially reasonable best efforts to (i) cause to be filed with the SECCommission, a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer, (ii) cause such Registration Statement to become 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 under the Securities Act, (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 Parent, the Company and the other Guarantors shall use their commercially 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”); provided, however, that the Parent, the Company and the other Guarantors shall not be required to Consummate such Exchange Offer if all of the Initial Securities have ceased to be Transfer Restricted Securities on or before the Exchange Date. The Exchange Offer, if required pursuant to this Section 2(a) 3(a), shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Registrable Transfer Restricted Securities and to permit resales of Registrable Transfer Restricted Securities held by Participating Broker-Dealers as contemplated by Section 4 3(c) hereof. If an Exchange Offer Registration Statement is required to be filed and declared effective pursuant to the paragraph above, the Company and the Guarantors shall cause the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days after the date notice of the Exchange Offer is mailed to the Holders (the “Exchange Period”). The Company and the Guarantors shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Securities shall be included in the Exchange Offer Registration Statement. The Company and the Guarantors shall use their reasonable best efforts to cause the Exchange Offer to be Consummated on or before the Exchange Date. The Company and the Guarantors shall commence the Exchange Offer by mailing the related Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law, substantially the following:.

Registered Exchange Offer. To (a) Unless the extent Exchange Offer shall not prohibited by any be permissible under applicable law or applicable interpretations Commission policy (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 Staff, the Company and the Guarantors shall use their reasonable best efforts to (i) cause to be filed with the SECCommission as soon as practicable after the Closing Date, but in no event later than 90 days after the Closing Date (or if such 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 reasonable best efforts to cause such Registration Statement to become effectiveeffective at the earliest possible time, but in no event later than 210 days after the Closing Date (or if such 210th 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. Each of the Company and the Guarantors shall use their reasonable best efforts to Consummate the 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, if required pursuant to this Section 2(a) shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Registrable Transfer Restricted Securities and to permit resales of Registrable Transfer Restricted Securities held by Participating Broker-Dealers as contemplated by Section 4 3(c) hereof. If an Exchange Offer Registration Statement is required to be filed and declared effective pursuant to the paragraph above, the Company and the Guarantors shall cause the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days after the date notice of the Exchange Offer is mailed to the Holders (the “Exchange Period”). The Company and the Guarantors shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Securities shall be included in the Exchange Offer Registration Statement. The Company and the Guarantors shall use their reasonable best efforts to cause the Exchange Offer to be Consummated on or before the Exchange Date. The Company and the Guarantors shall commence the Exchange Offer by mailing the related Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law, substantially the following:.

Registered Exchange Offer. To (a) Unless the extent Exchange Offer shall not prohibited by any be permissible under applicable law or applicable interpretations Commission policy (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 Staff, the Company and the Guarantors shall use their reasonable best efforts to (i) cause to be filed with the SECCommission, a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer, (ii) use its reasonable best efforts to cause such Registration Statement to become 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. Each of the Company and the Guarantors shall use their 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”); provided, however, that (x) the Company and the Guarantors shall not be required to Consummate such Exchange Offer if all of the Securities are Freely Tradable on or before the Exchange Date and (y) if the Company believes in good faith that the Securities will be Freely Tradable by the Exchange Date, then it shall not be obligated to file the Registration Statement referred to in clause (i) above prior to the Exchange Date. The Exchange Offer, if required pursuant to this Section 2(a) 3(a), shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Registrable Transfer Restricted Securities and to permit resales of Registrable Transfer Restricted Securities held by Participating Broker-Dealers as contemplated by Section 4 3(c) hereof. If an Exchange Offer Registration Statement is required to be filed and declared effective pursuant to the paragraph above, the Company and the Guarantors shall cause the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days after the date notice of the Exchange Offer is mailed to the Holders (the “Exchange Period”). The Company and the Guarantors shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Securities shall be included in the Exchange Offer Registration Statement. The Company and the Guarantors shall use their reasonable best efforts to cause the Exchange Offer to be Consummated on or before the Exchange Date. The Company and the Guarantors shall commence the Exchange Offer by mailing the related Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law, substantially the following:.

Registered Exchange Offer. To (a) Unless the extent Exchange Offer shall not prohibited by any be permissible under applicable law or applicable interpretations Commission policy (after the procedures set forth in Section 6(a) hereof have been complied with), all of the StaffSecurities are Freely Tradable on or before the 395th day following the Closing Date (or if such 395th day is not a Business Day, the next succeeding Business Day) (the “Registration Trigger Date”) or there are no Transfer Restricted Securities outstanding, each of the Company and the Guarantors shall use their reasonable best efforts to (i) cause to be filed with the SECCommission, a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer, (ii) use commercially reasonable efforts to cause such Registration Statement to become 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. Each of the Company , and the Guarantors shall (v) use their its commercially reasonable best efforts to Consummate the Exchange Offer not later than 365 515 days following the Closing Date (or if such 365th 515th day is not a Business Day, the next succeeding Business Day) (the “Exchange Date”). The Exchange Offer, if required pursuant to this Section 2(a) 3(a), shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Registrable Transfer Restricted Securities and to permit resales of Registrable Initial Securities held by Participating Broker-Dealers as contemplated by Section 4 3(c) hereof. If an Exchange Offer Registration Statement is required to be filed and declared effective pursuant to the paragraph above, the Company and the Guarantors shall cause the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days after the date notice of the Exchange Offer is mailed to the Holders (the “Exchange Period”). The Company and the Guarantors shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Securities shall be included in the Exchange Offer Registration Statement. The Company and the Guarantors shall use their reasonable best efforts to cause the Exchange Offer to be Consummated on or before the Exchange Date. The Company and the Guarantors shall commence the Exchange Offer by mailing the related Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law, substantially the following:.

Registered Exchange Offer. To the extent not prohibited by any applicable law or applicable interpretations of the Staff, the (a) The Company and the Guarantors shall use their reasonable best efforts to (i) cause the Exchange Offer Registration Statement to be filed with the SEC, a Registration Statement under Commission on or prior to 180 days after the Securities Act relating to Closing Date (such 180th day being the “Exchange Securities and the Exchange OfferOffer Filing Deadline”), (ii) use its commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effectiveeffective on or prior to 240 days after the Closing Date (such 240th day being the “Exchange Offer Effectiveness Deadline”), (iii) in connection with the foregoingforegoing use its commercially reasonable efforts to, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Act and (C) cause all necessary filings filings, if any, in connection with the registration and qualification of the Exchange Securities Preference Shares 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 take any action that would subject it to general service of process or taxation in any jurisdiction where it is not already subject and (iv) upon as promptly as practicable after the effectiveness of such Exchange Offer Registration Statement, unless the Exchange Offer shall not be permitted by applicable law or Commission policy, commence the Exchange Offer. Each of the Company Offer and the Guarantors shall use their its commercially reasonable best efforts to Consummate the Exchange Offer not later than 365 days following on or prior to 30 days, or longer, if required by federal securities laws after the Closing Date (or if such 365th day is not a Business Day, date on which the next succeeding Business Day) (Exchange Offer Registration Statement was declared effective by the “Exchange Date”)Commission. The Exchange Offer, if required pursuant to this Section 2(a) Offer shall be on the appropriate form permitting (I) registration of the Exchange Securities Preference Shares to be offered in exchange for the Registrable Transfer Restricted Securities and to permit (II) resales of Registrable Securities held Exchange Preference Shares by Participating Broker-Dealers that tendered into the Exchange Offer Preference Shares that such Broker-Dealers acquired for their own account as a result of market-making activities or other trading activities (other than Preference Shares acquired directly from the Company or any of its Affiliates) as contemplated by Section 4 hereof. If an Exchange Offer Registration Statement is required to be filed and declared effective pursuant to the paragraph above, the Company and the Guarantors shall cause the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days after the date notice of the Exchange Offer is mailed to the Holders (the “Exchange Period”). The Company and the Guarantors shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Securities shall be included in the Exchange Offer Registration Statement. The Company and the Guarantors shall use their reasonable best efforts to cause the Exchange Offer to be Consummated on or before the Exchange Date. The Company and the Guarantors shall commence the Exchange Offer by mailing the related Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law, substantially the following:3(c) below.

Registered Exchange Offer. To (a) Unless the extent Exchange Offer shall not prohibited by any be permissible under applicable law or applicable interpretations Commission policy (after the procedures set forth in Section 6(a) below have been complied with) or one of the Staffevents set forth in Section 4(a)(ii) has occurred, the Company Issuers and the Guarantors Parent shall use their reasonable best efforts to (i) cause the Exchange Offer Registration Statement to be filed with the SECCommission promptly after the Closing Date, a Registration Statement under but in no event later than 90 days after the Securities Act relating to the Exchange Securities and the Exchange OfferClosing Date, (ii) use their respective reasonable best efforts to cause such Registration Statement to become effectiveeffective no later than 180 days after the Closing Date, (iii) in connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it 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 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 Issuers will commence the Exchange Offer and use their respective reasonable 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. Each of the Company and the Guarantors shall use their reasonable best efforts to Consummate the 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, if required pursuant to this Section 2(a) shall be on the appropriate form permitting registration of the Exchange New Securities to be offered in exchange for the Registrable Transfer Restricted Securities and to permit resales of Registrable New Securities held by Participating Broker-Dealers as contemplated by Section 4 hereof3(c) below. If an Exchange Offer Registration Statement is required The 90, 180 and 30 business day periods referred to be filed in (i), (ii) and declared effective (iv) of this Section 3(a) shall not include any period during which the Issuers are pursuing a Commission ruling pursuant to the paragraph above, the Company and the Guarantors shall cause the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days after the date notice of the Exchange Offer is mailed to the Holders (the “Exchange Period”). The Company and the Guarantors shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Securities shall be included in the Exchange Offer Registration Statement. The Company and the Guarantors shall use their reasonable best efforts to cause the Exchange Offer to be Consummated on or before the Exchange Date. The Company and the Guarantors shall commence the Exchange Offer by mailing the related Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law, substantially the following:Section 6(a)(i) below.

Registered Exchange Offer. To the extent not prohibited by any applicable (a) Unless, due to a change in law or Commission policy after the date hereof, the Exchange Offer shall not be permissible under applicable interpretations of the Stafffederal law or Commission policy, the Company and the Subsidiary Guarantors shall use their reasonable best efforts to (i) cause to be filed with the SECCommission as soon as practicable on or prior to 135 days after the Closing Date, a an Exchange Offer Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange OfferStatement, (ii) use their best efforts to cause such Exchange Offer Registration Statement to be declared effective by the Commission on or prior to 225 days after the Closing Date, (iii) unless the Exchange Offer would not be permitted by a policy of the Commission, commence the Exchange Offer and use their best efforts to issue on or prior to 45 days after the date on which the Exchange Offer Registration Statement is declared effective by the Commission (the “Exchange Offer Effective Date”) New Notes in exchange for all Old Notes tendered prior thereto in the Exchange Offer and (iv) if obligated to file the Shelf Registration Statement as provided in Section 4, use their best efforts to file the Shelf Registration Statement in accordance with the provisions of Section 4. In connection with the foregoing, the Company and the Subsidiary Guarantors shall (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary to cause such Exchange Offer Registration Statement to become effective, (iiiB) in connection with if applicable, file a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the foregoingAct, (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities New 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 and the Subsidiary Guarantors shall not be obligated to qualify as foreign corporations in any jurisdiction in which they are not so qualified or to take any action that would subject them to general service of process or taxation in any jurisdiction where they are not so subject) and (ivD) upon the effectiveness of such Exchange Offer Registration Statement, commence the Exchange Offer. Each of the Company Offer and the Guarantors shall use their reasonable best efforts to Consummate issue on or prior to 45 days after the date on which such Exchange Offer Registration Statement is declared effective by the Commission, New Notes in exchange for all Old Notes tendered in 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”)Offer. The Exchange Offer, if required pursuant to this Section 2(a) Offer Registration Statement shall be on the appropriate form permitting registration of the Exchange Securities New Notes to be offered in exchange for the Registrable Transfer Restricted Securities and to permit resales of Registrable Securities New Notes held by Participating Broker-Dealers as contemplated by Section 4 hereof3(c) below. If an If, after such Exchange Offer Registration Statement initially is required to be filed and declared effective pursuant to by the paragraph aboveCommission, the Company and Exchange Offer or the Guarantors shall cause issuance of New Notes under the Exchange Offer or the resale of New Notes received by Broker-Dealers in the Exchange Offer as contemplated by Section 3(c) below is interfered with by any stop order, injunction or other order or requirement of the Commission or any other governmental agency or court, such Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days after the date notice of the Exchange Offer is mailed to the Holders (the “Exchange Period”). The Company and the Guarantors shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Securities shall be included deemed not to have become effective for purposes of this Agreement during the period that such stop order, injunction or other similar order or requirement shall remain in the Exchange Offer Registration Statement. The Company and the Guarantors shall use their reasonable best efforts to cause the Exchange Offer to be Consummated on or before the Exchange Date. The Company and the Guarantors shall commence the Exchange Offer by mailing the related Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law, substantially the following:effect.

Registered Exchange Offer. To (a) Unless the extent Exchange Offer shall not prohibited by any be permissible under applicable law or applicable interpretations of Commission policy (after the Staffprocedures set forth in Section 6(a)(i) hereof have been complied with), the Company and the Guarantors Issuers shall use their reasonable best efforts to (i) cause to be filed with the SECCommission on or prior to the 5th day after the first interest payment date of August 1, 2014, a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer, (ii) use their commercially reasonable efforts to cause such Registration Statement to become effectiveeffective on or prior to the 240th day after the Closing Date, (iii) in connection with the foregoing, (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) use their 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 any Holder shall reasonably request in writing by the time the Exchange Offer Registration Statement is declared effective by the Commission, it being agreed that no such registration or qualification will be made unless so requested, to permit Consummation of the Exchange Offer; provided, however, that none of the Issuers or any of the Guarantors shall be required to (x) qualify as a foreign corporation or as a dealer in securities in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(a), or (y) take any action which would subject it to general service of process or taxation in any such jurisdiction where it is not then so subject and (iv) upon as promptly as practicable after the effectiveness of such Registration Statement, commence the Exchange Offer. Each of the Company and the Guarantors shall use their reasonable best efforts to Consummate the 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, if required pursuant to this Section 2(a) shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Registrable Transfer Restricted Securities and to permit resales of Registrable Initial Securities held by Participating Broker-Dealers as contemplated by Section 4 3(c) hereof. If an Exchange Offer Registration Statement is required to be filed and declared effective pursuant to the paragraph above, the Company and the Guarantors shall cause the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days after the date notice of the Exchange Offer is mailed to the Holders (the “Exchange Period”). The Company and the Guarantors shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Securities shall be included in the Exchange Offer Registration Statement. The Company and the Guarantors shall use their reasonable best efforts to cause the Exchange Offer to be Consummated on or before the Exchange Date. The Company Issuers and the Guarantors shall commence the Exchange Offer by mailing or otherwise furnishing the related Prospectus, appropriate letters letter of transmittal and other accompanying documents to each Holder of record stating, in addition to such other disclosures as are required by applicable law, substantially the following:

Registered Exchange Offer. To (a) Unless the extent Exchange Offer shall not prohibited by any be permissible under applicable law or applicable interpretations of the StaffCommission policy, the Company and the Guarantors shall use their reasonable best efforts to (i) use its commercially reasonable efforts to cause the Exchange Offer to be filed with Consummated on the SEC, a earliest practicable date after the Exchange Offer Registration Statement under the Securities Act relating to the Exchange Securities has become or been declared effective, but in no event later than May 6, 2025 and the Exchange Offer, (ii) cause such Registration Statement to become effective, (iii) in connection with the foregoing, (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. Each of the Company 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, if required pursuant to this Section 2(a) Offer Registration Statement shall be on the appropriate form permitting registration of the Exchange Securities Notes to be offered in exchange for the Registrable Securities Notes and to permit resales of Registrable Securities Notes held by Participating Broker-Dealers as contemplated by Section 4 3(c) hereof. If an The Company shall use its commercially reasonable efforts to cause all Exchange Offer Registration Statement is required Notes to be filed and declared effective pursuant have the same CUSIP number. (b) The Company shall use its commercially reasonable efforts to the paragraph above, the Company and the Guarantors shall cause the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days after the date notice commencement of the Exchange Offer is mailed to the Holders (the “Exchange Period”)Offer. The Company and the Guarantors shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Securities Notes shall be included in the Exchange Offer Registration Statement. (c) The Company shall indicate in a “Plan of Distribution” section contained in the Prospectus forming a part of the Exchange Offer Registration Statement that any Broker-Dealer who holds Notes that are Registrable Notes and that were acquired for its own account as a result of market-making activities or other trading activities (other than Registrable Notes acquired directly from the Company) may exchange such Notes pursuant to the Exchange Offer; however, such Broker-Dealer may be deemed to be an “underwriter” within the meaning of the Securities Act and must, therefore, deliver a prospectus meeting the requirements of the Securities Act in connection with any resales of the Exchange Notes received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement. Such “Plan of Distribution” section shall also contain all other information with respect to such resales by Broker-Dealers that the Commission may require in order to permit such resales pursuant thereto, but such “Plan of Distribution” shall not name any such Broker-Dealer or disclose the amount of Notes held by any such Broker-Dealer except to the extent required by the Commission. The Company and the Guarantors shall use their its commercially reasonable best efforts to cause keep the Exchange Offer Registration Statement continuously effective, supplemented and amended as required by the provisions of Section 6(c) hereof to be Consummated the extent necessary to ensure that it is available for resales of Notes acquired by Broker-Dealers for their own accounts as a result of market-making activities or other trading activities, and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period ending on or before the earlier of (i) 180 days from the date on which the Exchange DateOffer Registration Statement becomes or is declared effective and (ii) the date on which a Broker-Dealer is no longer required to deliver a prospectus in connection with market-making or other trading activities. The Company and shall provide sufficient copies of the Guarantors shall commence latest version of such Prospectus to Broker-Dealers promptly upon request at any time during such 180-day (or shorter as provided in the Exchange Offer by mailing the related Prospectus, appropriate letters of transmittal and other accompanying documents foregoing paragraph) period in order to each Holder stating, in addition to facilitate such other disclosures as are required by applicable law, substantially the following:resales.

Registered Exchange Offer. To (a) Unless the extent Exchange Offer shall not prohibited by any be permissible under applicable law or applicable interpretations Commission policy (after the procedures set forth in Section 6(a) hereof have been complied with), each of the Staff, the Company Issuers and the Guarantors shall use their reasonable best efforts to (i) cause to be filed with the SECCommission as soon as practicable after the Closing Date, but in no event later than 30 days after the Closing Date (or if such 30th 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 reasonable best efforts to cause such Registration Statement to become effectiveeffective at the earliest possible time, but in no event later than 90 days after the Closing Date (or if such 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) use their reasonable best 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, provided, however, that the no Issuer or Guarantor shall be required to (1) qualify as a foreign corporation or as a dealer in securities in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(a), or (2) take any action which would subject it to general service of process or taxation in any such jurisdiction where it is not then so subject, and (iv) upon as promptly as practicable after the effectiveness of such Registration Statement, commence the Exchange Offer. Each of the Company and the Guarantors shall use their reasonable best efforts to Consummate the 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, if required pursuant to this Section 2(a) shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Registrable Transfer Restricted Securities and to permit resales of Registrable Initial Securities held by Participating Broker-Dealers as contemplated by Section 4 3(c) hereof. If an Exchange Offer Registration Statement is required to be filed and declared effective pursuant to the paragraph above, the Company and the Guarantors shall cause the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days after the date notice of the Exchange Offer is mailed to the Holders (the “Exchange Period”). The Company and the Guarantors shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Securities shall be included in the Exchange Offer Registration Statement. The Company and the Guarantors shall use their reasonable best efforts to cause the Exchange Offer to be Consummated on or before the Exchange Date. The Company and the Guarantors shall commence the Exchange Offer by mailing the related Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law, substantially the following:.

Registered Exchange Offer. To (a) Unless the extent Company determines in good faith after consultation with counsel that the Exchange Offer shall not prohibited by any be permissible under applicable law or applicable interpretations Commission policy (after the procedures set forth in Section 6(a) hereof have been complied with), each of the Staff, the Company and the Guarantors shall use their its commercially reasonable best efforts to (i) cause to be filed file with the SEC, Commission a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer, (ii) cause such Registration Statement to become effective, be declared effective by the Commission under the Securities Act and (iii) in cause the Exchange Offer to be Consummated no later than the 720th day after the Closing Date (or if such 720th day is not a Business Day, the next succeeding Business Day). In connection with the foregoing, the Company and the Guarantors will (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; provided, and (iv) upon the effectiveness of such Registration Statementhowever, commence the Exchange Offer. Each of that neither the Company and nor the Guarantors shall use their reasonable best efforts be required to Consummate the Exchange Offer (x) qualify as a foreign corporation or as a dealer in securities in any jurisdiction where it would not later than 365 days following the Closing Date be otherwise required to qualify but for this Section 3(a) or (y) take any action that would subject it to general service of process or if taxation in any such 365th day jurisdiction where it is not a Business Day, the next succeeding Business Day) (the “Exchange Date”)then so subject. The Exchange Offer, if required pursuant to this Section 2(a) Offer Registration Statement shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Registrable Transfer Restricted Securities and to permit resales of Registrable Initial Securities held by Participating Broker-Dealers as contemplated by Section 4 3(c) hereof. If an Exchange Offer Registration Statement is required to be filed and declared effective pursuant to the paragraph above, the Company and the Guarantors shall cause the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days after the date notice of the Exchange Offer is mailed to the Holders (the “Exchange Period”). The Company and the Guarantors shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Securities shall be included in the Exchange Offer Registration Statement. The Company and the Guarantors shall use their reasonable best efforts to cause the Exchange Offer to be Consummated on or before the Exchange Date. The Company and the Guarantors shall commence the Exchange Offer by mailing the related Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law, substantially the following:.

Registered Exchange Offer. To (a) Unless the extent Exchange Offer shall not prohibited by any be permissible under applicable law or applicable interpretations Commission policy (after the procedures set forth in Section 6(a) below have been complied with) or one of the Staff, events set forth in Section 4(a)(ii) has occurred the Company and the Guarantors Trust shall use their reasonable best efforts to (i) cause to be filed with the SECCommission promptly after the Closing Date, but in no event later than 150 days after the Closing Date, a Registration Statement under the Securities Act relating to the Exchange New Securities and the Exchange Offer, (ii) use their respective best efforts to cause such Registration Statement to become effectiveeffective no later than 180 days after the Closing 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. Each of the Company and the Guarantors shall use their reasonable best efforts to Consummate the 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, if required pursuant to this Section 2(a) shall be on the appropriate form permitting registration of the Exchange New Securities to be offered in exchange for the Registrable Transfer Restricted Securities and to permit resales of Registrable New Securities held by Participating Broker-Dealers as contemplated by Section 4 hereof3(c) below. If an Exchange Offer Registration Statement The 150, 180 and 30 business day periods referred to in (i), (ii) and (iii) of the Section 3(a) shall not include any period during which the Company is required to be filed and declared effective pursuing a Commission ruling pursuant to the paragraph above, the Company and the Guarantors shall cause the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days after the date notice of the Exchange Offer is mailed to the Holders (the “Exchange Period”). The Company and the Guarantors shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Securities shall be included in the Exchange Offer Registration Statement. The Company and the Guarantors shall use their reasonable best efforts to cause the Exchange Offer to be Consummated on or before the Exchange Date. The Company and the Guarantors shall commence the Exchange Offer by mailing the related Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law, substantially the following:Section 6(a)(i) below.

Registered Exchange Offer. To (a) Unless the extent Exchange Offer shall not prohibited by any be permissible under applicable law or applicable interpretations Commission policy (after the procedures set forth in Section 6(a)(i) hereof have been complied with), each of the Staff, the Company and the Guarantors shall use their its commercially reasonable best efforts to (i) cause to be filed with the SEC, a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange OfferOffer to become effective in accordance with the requirements of Section 3(b) hereof, (ii) in connection with the foregoing, (A) file all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (iiiB) in connection with file, if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the foregoing, 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, provided, however, that neither the Company nor the Guarantors shall be required to (i) qualify generally to do business in any jurisdiction where it is not then so qualified, other than as to matters and transactions relating to the Registration Statement, (ii) take any action that would subject it to general service of process in any jurisdiction where it is not then so subject, other than as to matters and transactions relating to the Registration Statement, or (iii) subject itself to taxation in excess of a nominal dollar amount in any jurisdiction where it is not then so subject, other than as to matters and transactions relating to the Registration Statement, and (iv) upon the effectiveness of such Registration Statement, commence the Exchange Offer. Each of the Company and the Guarantors shall use their reasonable best efforts to Consummate the 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, if required pursuant to this Section 2(a) Registration Statement shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Registrable Transfer Restricted Securities and to permit resales of Registrable Initial Securities held by Participating Broker-Dealers as contemplated by Section 4 3(c) hereof. If an Exchange Offer Registration Statement is required to be filed and declared effective pursuant to the paragraph above, the Company and the Guarantors shall cause the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days after the date notice of the Exchange Offer is mailed to the Holders (the “Exchange Period”). The Company and the Guarantors shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Securities shall be included in the Exchange Offer Registration Statement. The Company and the Guarantors shall use their reasonable best efforts to cause the Exchange Offer to be Consummated on or before the Exchange Date. The Company and the Guarantors shall commence the Exchange Offer by mailing the related Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law, substantially the following:.

Registered Exchange Offer. To (a) Unless the extent Exchange Offer shall not prohibited be permitted by any applicable law or applicable interpretations of Commission policy (after the Staffprocedures set forth in Section 6(a)(i) below have been complied with), the Company and the Guarantors shall use their reasonable best efforts to (i) use their commercially reasonable efforts to cause the Exchange Offer Registration Statement to be filed with the SEC, a Registration Statement under Commission as soon as practicable after the Securities Act relating to the Exchange Securities and the Exchange OfferClosing Date, (ii) use commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effectivebe declared effective by the Commission on or prior to 365 days after the Issue Date (such 365th day being the "Effectiveness Deadline"), (iii) in connection with the foregoing, use their respective commercially reasonable best efforts to (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause the Exchange Offer Registration Statement to be declared 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; provided, however that neither the Company nor the Guarantors shall be required to take any action that would subject them to general service of process or taxation in any jurisdiction where they are not already so subject, and (iv) upon as promptly as practicable following the effectiveness of such Exchange Offer Registration Statement, commence and Consummate the Exchange Offer. Each of the Company and the Guarantors shall use their reasonable best efforts to Consummate the 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, if required pursuant to this Section 2(a) shall be on the appropriate form permitting (i) registration of the Exchange Securities Notes to be offered in exchange for the Registrable Senior Subordinated Notes that are Transfer Restricted Securities and to permit (ii) resales of Registrable Securities held Exchange Notes by Participating Broker-Dealers that tendered into the Exchange Offer Senior Subordinated Notes that such Broker-Dealer acquired for its own account as a result of market making activities or other trading activities (other than Senior Subordinated Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 4 hereof. If an Exchange Offer Registration Statement is required to be filed and declared effective pursuant to the paragraph above, the Company and the Guarantors shall cause the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days after the date notice of the Exchange Offer is mailed to the Holders (the “Exchange Period”). The Company and the Guarantors shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Securities shall be included in the Exchange Offer Registration Statement. The Company and the Guarantors shall use their reasonable best efforts to cause the Exchange Offer to be Consummated on or before the Exchange Date. The Company and the Guarantors shall commence the Exchange Offer by mailing the related Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law, substantially the following:3(c) below.

Registered Exchange Offer. To (a) Unless the extent Exchange Offer shall not prohibited by any be permissible under applicable law or applicable interpretations of Commission policy (after the Staffprocedures set forth in Section 6(a) hereof have been complied with), or there are no Transfer Restricted Securities outstanding, the Company and the Guarantors Issuer shall use their reasonable best efforts to (i) cause to be filed with the SECCommission after the Closing Date, 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, (iii) in connection with the foregoing, (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) use its commercially reasonable best 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; provided, however, that neither the Issuer nor the Guarantors shall be required to (x) qualify as a foreign corporation or as a dealer in securities in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(a) or (y) take any action which would subject it to general service of process or taxation in any such jurisdiction where it is not then so subject and (iv) upon the effectiveness of such Registration Statement, commence the Exchange Offer. Each The Issuer and each of the Company and the Guarantors shall use their commercially 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, if required pursuant to this Section 2(a) Offer shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Registrable Transfer Restricted Securities and to permit resales of Registrable Transfer Restricted Securities held by Participating Broker-Dealers as contemplated by Section 4 3(c) hereof. If an Exchange Offer Registration Statement is required to be filed and declared effective pursuant to the paragraph above, the Company and the Guarantors shall cause the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days after the date notice of the Exchange Offer is mailed to the Holders (the “Exchange Period”). The Company and the Guarantors shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Securities shall be included in the Exchange Offer Registration Statement. The Company and the Guarantors shall use their reasonable best efforts to cause the Exchange Offer to be Consummated on or before the Exchange Date. The Company and the Guarantors shall commence the Exchange Offer by mailing the related Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law, substantially the following:.

Registered Exchange Offer. To (a) Unless the extent Exchange Offer shall not prohibited by any be permissible under applicable law or applicable interpretations Commission policy (after the procedures set forth in Section 6(a) hereof have been complied with), after the Registration Trigger Date each of the StaffCompany, the Company Co-Issuer and the Guarantors shall use their reasonable best efforts to (i) use its commercially reasonable efforts to cause to be filed with the SECCommission as soon as practicable after the Registration Trigger Date, 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 effectiveeffective as promptly as possible thereafter (unless it becomes effective automatically upon filing), (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 issue Exchange Securities in exchange for all Initial Securities validly tendered in the Exchange Offer. Each of ; provided, however, that the Company Company, the Co-Issuer and the Guarantors shall use their reasonable best efforts not be required to Consummate the file an Exchange Offer not later than 365 days following Registration Statement or Consummate an Exchange Offer if all of the Closing Date (or if such 365th day is not a Business Day, the next succeeding Business Day) (the “Exchange Date”)Initial Securities are Freely Tradable Securities. The Exchange Offer, if required pursuant to this Section 2(a) Offer shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Registrable Transfer Restricted Securities and to permit resales of Registrable Initial Securities held by Participating Broker-Dealers as contemplated by Section 4 3(c) hereof. If an Exchange Offer Registration Statement is required to be filed and declared effective pursuant to the paragraph above, the Company and the Guarantors shall cause the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days after the date notice of the Exchange Offer is mailed to the Holders (the “Exchange Period”). The Company and the Guarantors shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Securities shall be included in the Exchange Offer Registration Statement. The Company and the Guarantors shall use their reasonable best efforts to cause the Exchange Offer to be Consummated on or before the Exchange Date. The Company and the Guarantors shall commence the Exchange Offer by mailing the related Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law, substantially the following:.

Registered Exchange Offer. To the extent (a) Unless an Exchange Offer shall not prohibited by any be permissible under applicable law or applicable interpretations Commission policy (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 Staff, the Company and the Guarantors shall use their reasonable best efforts to (i) use its commercially reasonable efforts to cause to be filed with the SEC, Commission a Registration Statement under the Securities Act relating to the Exchange Securities of each applicable Series and the related Exchange Offer, Offer for the Transfer Restricted Securities of such Series and (ii) use commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective, (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 registered pursuant to such Exchange Offer Registration Statement to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the such Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence the Exchange OfferOffer with respect to each Series of Securities registered pursuant to such Exchange Offer Registration Statement. Each of the The Company and the Guarantors shall use their commercially reasonable best efforts to Consummate the such Exchange Offer with respect to each Series of Securities registered pursuant to such Exchange Offer Registration Statement not later than 365 366 days following the Closing Date (or if such 365th 366th day is not a Business Day, the next succeeding Business Day) (the “Exchange Date”); provided, however, that the Company and the Guarantors shall not be required to Consummate such Exchange Offer if all of the Securities of each applicable Series are Freely Tradable (other than such Securities held by affiliates of the Company) on or before the Exchange Date. The Such Exchange Offer, if required pursuant to this Section 2(a) 3(a), shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Registrable each applicable Series of Transfer Restricted Securities and to permit resales of Registrable such Transfer Restricted Securities held by Participating Broker-Dealers as contemplated by Section 4 3(c) hereof. If an Exchange Offer Registration Statement is required to be filed and declared effective pursuant to the paragraph above, the Company and the Guarantors shall cause the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days after the date notice of the Exchange Offer is mailed to the Holders (the “Exchange Period”). The Company and the Guarantors shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Securities shall be included in the Exchange Offer Registration Statement. The Company and the Guarantors shall use their reasonable best efforts to cause the Exchange Offer to be Consummated on or before the Exchange Date. The Company and the Guarantors shall commence the Exchange Offer by mailing the related Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law, substantially the following:.

Registered Exchange Offer. To (a) Unless the extent Exchange Offer shall not prohibited by any be permissible under applicable law or applicable interpretations Commission policy (after the procedures set forth in Section 6(a) below have been complied with) or one of the Staff, events set forth in Section 4(a)(ii) has occurred the Company and the Guarantors Issuing Parties shall use their reasonable best efforts to (i) cause to be filed with the SECCommission promptly after the Closing Date, but in no event later than 150 days after the Closing Date, a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer, (ii) use their best efforts to cause such Registration Statement to become effectiveeffective no later than 210 days after the Closing 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 unless the effectiveness of Exchange Offer would not be permitted by applicable law or Commission policy, the Issuing Parties will commence the Exchange Offer and use their 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 Exchange Securities in exchange for all Transfer Restricted Securities tendered prior thereto in the Exchange Offer. Each of the Company and the Guarantors shall use their reasonable best efforts to Consummate the 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, if required pursuant to this Section 2(a) shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Registrable Transfer Restricted Securities and to permit resales of Registrable Exchange Securities held by Participating Broker-Dealers as contemplated by Section 4 hereof3(c) below. If an Exchange Offer Registration Statement is required The 150, 210 and 30 business day periods referred to be filed in (i), (ii) and declared effective (iv) of this Section 3(a) shall not include any period during which the Issuing Parties are pursuing a Commission ruling pursuant to the paragraph above, the Company and the Guarantors shall cause the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days after the date notice of the Exchange Offer is mailed to the Holders (the “Exchange Period”). The Company and the Guarantors shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Securities shall be included in the Exchange Offer Registration Statement. The Company and the Guarantors shall use their reasonable best efforts to cause the Exchange Offer to be Consummated on or before the Exchange Date. The Company and the Guarantors shall commence the Exchange Offer by mailing the related Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law, substantially the following:Section 6(a)(i) below.

Registered Exchange Offer. To (a) Unless the extent Exchange Offer shall not prohibited by any be permissible under applicable law or applicable interpretations of Commission policy (after the Staffprocedures set forth in Section 6(a) hereof have been complied with), the Company and the Guarantors shall use their reasonable best efforts to (x) (i) cause use its commercially reasonable efforts to be filed file with the SECCommission, a Registration Statement under the Securities Act relating to the Exchange Securities Notes and the Exchange OfferOffer on or prior to 120 days after the Closing Date, (ii) use its commercially reasonable efforts to cause such Registration Statement to become effectivebe declared effective on or prior to 210 days after the Closing Date, (iii) in connection with the foregoing, (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 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, and that the Company 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, (iv) unless there are no Transfer Restricted Notes outstanding (A) upon the effectiveness of such Registration Statement, commence the Exchange Offer and (B) issue the Exchange Notes in exchange for all Transfer Restricted Notes tendered prior thereto in the Exchange Offer. Each of the The Company and the Guarantors shall use their its commercially reasonable best efforts to Consummate the Exchange Offer not later than 365 days following within 30 Business Days of the Closing Effectiveness Target Date (or if such 365th day is not a Business Day, with respect to the next succeeding Business Day) Exchange Offer Registration Statement (the “Exchange Date”). The Exchange Offer, if required pursuant to this Section 2(a) Offer shall be on the appropriate form permitting registration of the Exchange Securities Notes to be offered in exchange for the Registrable Securities Transfer Restricted Notes and to permit resales of Registrable Securities Transfer Restricted Notes held by Participating Broker-Dealers as contemplated by Section 4 3(c) hereof. If an Exchange Offer Registration Statement is required to be filed and declared effective pursuant to the paragraph above, the Company and the Guarantors shall cause the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days after the date notice of the Exchange Offer is mailed to the Holders (the “Exchange Period”). The Company and the Guarantors shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Securities shall be included in the Exchange Offer Registration Statement. The Company and the Guarantors shall use their reasonable best efforts to cause the Exchange Offer to be Consummated on or before the Exchange Date. The Company and the Guarantors shall commence the Exchange Offer by mailing the related Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law, substantially the following:.

Registered Exchange Offer. To (a) Unless the extent Exchange Offer shall not prohibited by any be permissible under applicable law or applicable interpretations of Commission policy (after the Staffprocedures set forth in Section 6(a) hereof have been complied with), the Company Issuer and the Guarantors Guarantors, shall use their reasonable best efforts to (i) cause to be filed with the SECCommission as soon as practicable after the Closing Date, 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, (ii) use its commercially reasonable efforts to cause such Registration Statement to become effectiveeffective at the earliest possible time, but in no event later than 405 days after the Closing Date (or if such 405th 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) use its commercially reasonably 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, provided, however, that neither the Issuer nor the Guarantors shall be required to (1) qualify as a foreign corporation or as a dealer in securities in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(a), or (2) take any action which would subject it to general service of process or taxation in any such jurisdiction where it is not then so subject, and (iv) upon as promptly as practicable after the effectiveness of such Registration Statement, commence the Exchange Offer. Each of the Company and the Guarantors shall use their reasonable best efforts to Consummate the 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, if required pursuant to this Section 2(a) shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Registrable Transfer Restricted Securities and to permit resales of Registrable Initial Securities held by Participating Broker-Dealers as contemplated by Section 4 3(c) hereof. If an Exchange Offer Registration Statement is required to be filed and declared effective pursuant to the paragraph above, the Company and the Guarantors shall cause the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days after the date notice of the Exchange Offer is mailed to the Holders (the “Exchange Period”). The Company and the Guarantors shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Securities shall be included in the Exchange Offer Registration Statement. The Company and the Guarantors shall use their reasonable best efforts to cause the Exchange Offer to be Consummated on or before the Exchange Date. The Company and the Guarantors shall commence the Exchange Offer by mailing the related Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law, substantially the following:.

Registered Exchange Offer. To (a) Unless the extent Exchange Offer shall not prohibited by any be permissible under applicable law or applicable interpretations of Commission policy (after the Staffprocedures set forth in Section 6(a) below have been complied with) or there are no Transfer Restricted Securities outstanding on the Expected Freely Tradable Date, the Company and the Guarantors shall use their reasonable best efforts to (i) cause to be filed with the SEC, Commission a Registration Statement under the Securities Act relating to the Exchange Securities Notes and the Exchange Offer, (ii) use its reasonable best efforts to cause such Registration Statement to become effectiveeffective as promptly as possible, (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 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. Each of the The Company and the Guarantors shall use their reasonable best efforts to Consummate the Exchange Offer not later than 365 90 days following the Closing Expected Freely Tradable Date (or if such 365th 90th 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 Expected Freely Tradable Date. The Exchange Offer, if required pursuant to this Section 2(a) 3(a), shall be on the appropriate form permitting registration of the Exchange Securities Notes to be offered in exchange for the Registrable Transfer Restricted Securities and to permit resales of Registrable Transfer Restricted Securities held by Participating Broker-Dealers as contemplated by Section 4 3(c) hereof. If an Exchange Offer Registration Statement is required to be filed and declared effective pursuant to the paragraph above, the Company and the Guarantors shall cause the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days after the date notice of the Exchange Offer is mailed to the Holders (the “Exchange Period”). The Company and the Guarantors shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Securities shall be included in the Exchange Offer Registration Statement. The Company and the Guarantors shall use their reasonable best efforts to cause the Exchange Offer to be Consummated on or before the Exchange Date. The Company and the Guarantors shall commence the Exchange Offer by mailing the related Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law, substantially the following:.

Registered Exchange Offer. To (a) Unless the extent Exchange Offer shall not prohibited by any be permissible under applicable law or applicable interpretations Commission policy (after the procedures set forth in Section 6(a) hereof have been complied with), each of the Staff, the Company and the Guarantors shall use their reasonable best efforts to (i) cause to be filed with the SECCommission no later than 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 Securities and the Exchange Offer, (ii) use its commercially reasonable efforts to cause such Registration Statement to become effectiveeffective at the earliest possible time, but no later than 240 days after the Closing Date (or if such 240th day is not a Business Day, the next succeeding Business Day), (iii) in connection with the foregoing, (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; provided, that the Company and the Guarantors shall not be required to qualify generally to do business in any jurisdiction where it is not then so qualified or to take any action which would subject it to general service of process or taxation in any jurisdiction where it is not then so subject; and (iv) upon promptly after the effectiveness of such Registration Statement, commence the Exchange Offer. Each of the Company and the Guarantors shall use their reasonable best efforts to Consummate the 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, if required pursuant to this Section 2(a) shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Registrable Transfer Restricted Securities and to permit resales of Registrable Initial Securities held by Participating Broker-Dealers as contemplated by Section 4 3(c) hereof. If an Exchange Offer Registration Statement is required to be filed and declared effective pursuant to the paragraph above, the Company and the Guarantors shall cause the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days after the date notice of the Exchange Offer is mailed to the Holders (the “Exchange Period”). The Company and the Guarantors shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Securities shall be included in the Exchange Offer Registration Statement. The Company and the Guarantors shall use their reasonable best efforts to cause the Exchange Offer to be Consummated on or before the Exchange Date. The Company and the Guarantors shall commence the Exchange Offer by mailing the related Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law, substantially the following:.

Registered Exchange Offer. To the extent (a) Unless an Exchange Offer shall not prohibited by any be permissible under applicable law or applicable interpretations of Commission policy (after the Staffprocedures set forth in Section 6(a) hereof have been complied with), or there are no Transfer Restricted Securities outstanding, the Company and the Guarantors shall use their reasonable best efforts to (i) cause use its commercially reasonable efforts to be filed file with the SEC, Commission a Registration Statement under the Securities Act relating to the Exchange Securities and the related Exchange OfferOffer for the Transfer Restricted Securities, (ii) use commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective, (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 cause all necessary filings in connection with the registration and qualification of the Exchange Securities registered pursuant to such Exchange Offer Registration Statement to be made under the state securities or blue sky Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the such Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence the Exchange OfferOffer with respect to the Exchange Securities registered pursuant to such Exchange Offer Registration Statement. Each of the The Company and the Guarantors shall use their commercially reasonable best efforts to Consummate such Exchange Offer with respect to the Exchange Securities registered pursuant to such Exchange Offer Registration Statement not later than 365 360 days following the Closing Date (or if such 365th 360th day is not a Business Day, the next succeeding Business Day) (the “Exchange Date”). The Such Exchange Offer, if required pursuant to this Section 2(a) 3(a), shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Registrable Transfer Restricted Securities and to permit resales of Registrable such Exchange Securities held by Participating Broker-Dealers as contemplated by Section 4 3(c) hereof. If an Exchange Offer Registration Statement is required to be filed and declared effective pursuant to the paragraph above, the Company and the Guarantors shall cause the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days after the date notice of the Exchange Offer is mailed to the Holders (the “Exchange Period”). The Company and the Guarantors shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Securities shall be included in the Exchange Offer Registration Statement. The Company and the Guarantors shall use their reasonable best efforts to cause the Exchange Offer to be Consummated on or before the Exchange Date. The Company and the Guarantors shall commence the Exchange Offer by mailing the related Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law, substantially the following:.

Registered Exchange Offer. To (a) Unless the extent Exchange Offer shall not prohibited by any be permissible under applicable law or applicable interpretations Commission or OTS policy (after the procedures set forth in Section 6(a) below have been complied with) or one of the Staffevents set forth in Section 4(a)(ii) has occurred, the Company and the Guarantors shall use their reasonable best efforts to (i) cause to be filed the Company shall file with the SEC, a Commission the Exchange Offer Registration Statement under the Securities Act relating to and the Bank shall file with the OTS the Exchange Securities Offer Offering Circular under the rules and regulations of the Exchange OfferOTS, in each case on or prior to April 30, 2001, (ii) the Company shall use its reasoxxxxx xxxx xxxxxxx xo cause such the Exchange Offer Registration Statement to become effectiveeffective on or prior to August 31, 2001 and the Bank shall use its reasonable best efforts to cause the Exchange Offer Offering Circular to become effective on or prior to the date on which the Exchange Offer Registration Statement is declared effective by the Commission or, in the event of an Automatic Exchange, on or prior to August 31, 2001, (iii) in connection with the foregoingforegoxxx, (x) xxx Xxxxxxx xhall file (A) all pre- effective amendments to the Exchange Offer Registration Statement as may be necessary in order to cause the Exchange Offer Registration Statement to become effective, (B) if applicable, a post-effective amendment to the Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) all necessary filings in connection with the registration and qualification of the Exchange Securities New Shares 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 (y) the Bank shall file (A) all pre-effective amendments to the Exchange Offer Offering Circular as may be necessary in order to cause the Exchange Offer Offering Circular to become effective, (B) if applicable, a post-effective amendment to the Exchange Offer Offering Circular pursuant to the rules and regulations of the OTS and (C) all necessary filings in connection with the registration and qualification of the New Bank Shares to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon unless the effectiveness Exchange Offer would not be permitted by applicable law or Commission or OTS policy, (A) the Company will commence the Exchange Offer and use its best efforts to issue on or prior to 30 business days after the later of such the date on which the Exchange Offer Registration StatementStatement was declared effective by the Commission or the Exchange Offer Offering Circular was declared effective by the OTS, New Shares in exchange for all Preferred Shares tendered prior thereto in the Exchange Offer, or (B) in the event of an Automatic Exchange, the Bank will commence the Exchange Offer and use its best efforts to issue on or prior to 30 business days after the date on which the Exchange Offer Offering Circular was declared effective by the OTS, New Bank Shares in exchange for all shares of Preferred Bank Stock tendered prior thereto in the Exchange Offer. Each of the Company and the Guarantors shall use their reasonable best efforts to Consummate the 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 “Registration Statement and Exchange Date”). The Exchange Offer, if required pursuant to this Section 2(a) Offer Offering Circular shall each be on the appropriate form permitting to permit registration of the Exchange Securities New Shares or New Bank Shares, as the case may be, to be offered in exchange for the Registrable Transfer Restricted Securities and to permit resales of Registrable Securities New Shares or New Bank Shares, as the case may be, held by Participating Broker-Dealers as contemplated by Section 4 hereof3(c) below. If The 30 business day period referred to in clause (iv) of this Section 3(a) shall not include any period during which the Company is pursuing a Commission ruling or the Bank is pursuing an Exchange Offer Registration Statement is required to be filed and declared effective OTS ruling pursuant to the paragraph above, the Company and the Guarantors shall cause the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days after the date notice of the Exchange Offer is mailed to the Holders (the “Exchange Period”). The Company and the Guarantors shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Securities shall be included in the Exchange Offer Registration Statement. The Company and the Guarantors shall use their reasonable best efforts to cause the Exchange Offer to be Consummated on or before the Exchange Date. The Company and the Guarantors shall commence the Exchange Offer by mailing the related Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law, substantially the following:Section 6(a)(i) below.

Registered Exchange Offer. To (a) Unless the extent Exchange Offer shall not prohibited by any be permissible under applicable law or applicable interpretations Commission policy (after the procedures set forth in Section 6(a) below have been complied with) or one of the Staffevents set forth in Section 4(a)(ii) has occurred, the Company and the Guarantors shall use their reasonable best efforts to (i) cause to be filed with the SECCommission promptly after the Closing Date, but in no event later than 90 days after the Closing Date, a Registration Statement under the Securities Act relating to the Exchange New Securities and the Exchange Offer, (ii) use their respective best efforts to cause such Registration Statement to become effectiveeffective no later than 150 days after the Closing 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 their 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. Each of the Company and the Guarantors shall use their reasonable best efforts to Consummate the 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, if required pursuant to this Section 2(a) shall be on the appropriate form permitting registration of the Exchange New Securities to be offered in exchange for the Registrable Transfer Restricted Securities and to permit resales of Registrable New Securities held by Participating Broker-Dealers as contemplated by Section 4 hereof3(c) below. If an Exchange Offer Registration Statement The 90, 150 and 30 business day periods referred to in (i), (ii) and (iv) of this Section 3(a) shall not include any period during which the Company is required to be filed and declared effective pursuing a Commission ruling pursuant to the paragraph above, the Company and the Guarantors shall cause the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days after the date notice of the Exchange Offer is mailed to the Holders (the “Exchange Period”). The Company and the Guarantors shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Securities shall be included in the Exchange Offer Registration Statement. The Company and the Guarantors shall use their reasonable best efforts to cause the Exchange Offer to be Consummated on or before the Exchange Date. The Company and the Guarantors shall commence the Exchange Offer by mailing the related Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law, substantially the following:Section 6(a)(i) below.

Registered Exchange Offer. To (a) Unless the extent Exchange Offer shall not prohibited by any be permissible under applicable law or applicable interpretations Commission policy (after the procedures set forth in Section 6(a) hereof have been complied with), each of the Staff, the Company and the Guarantors shall use their reasonable best efforts to (i) use its commercially reasonable efforts to cause a Registration Statement to be filed with the SEC, a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange OfferOffer to become effective not later than the 366th day following the Closing Date (or if such 366th day is not a Business Day, the next succeeding Business Day) (the “Exchange Date”) and (ii) in connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (iiiB) in connection with file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the foregoing, 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 Exchange Offer Registration Statement, commence the Exchange Offer. Each of ; provided, however, that the Company and the Guarantors shall use their reasonable best efforts not be required to Consummate take any of the aforementioned actions if there are no Transfer Restricted Securities outstanding (other than Transfer Restricted Securities held, or beneficially held, by affiliates of the Company) on 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, if required pursuant to this Section 2(a) 3(a), shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Registrable Transfer Restricted Securities and to permit resales of Registrable Exchange Securities held by Participating Broker-Dealers as contemplated by Section 4 3(c) hereof. If an Exchange Offer Registration Statement is required to be filed and declared effective pursuant to the paragraph above, the Company and the Guarantors shall cause the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days after the date notice of the Exchange Offer is mailed to the Holders (the “Exchange Period”). The Company and the Guarantors shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Securities shall be included in the Exchange Offer Registration Statement. The Company and the Guarantors shall use their reasonable best efforts to cause the Exchange Offer to be Consummated on or before the Exchange Date. The Company and the Guarantors shall commence the Exchange Offer by mailing the related Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law, substantially the following:.

Registered Exchange Offer. To (a) Unless the extent Exchange Offer shall not prohibited be permitted by any applicable federal law or applicable interpretations interpretation of the StaffStaff and the Commission (after the procedures set forth in Section 6(a)(i) below have been complied with), the Company and the Guarantors shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission on or prior to 90 days after the Closing Date (such 90th day being the "FILING DEADLINE"), (ii) use their reasonable best efforts to (i) cause to be filed with the SEC, a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer, (ii) cause such Exchange Offer Registration Statement to become effectiveeffective on or prior to 180 days after the Closing Date (such 180th day being the "EFFECTIVENESS DEADLINE"), (iii) in connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it to become effective, (B) file, if applicable or necessary, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Act and (C) cause all necessary filings filings, if any, in connection with the registration and qualification of the Exchange Securities Series B 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; provided that neither the Company nor any Guarantor shall be required to register or qualify as a foreign corporation where it is not now so qualified or to take any action that would subject it to the service of process in suits or to taxation, other than as to matters and transactions relating to the Registration Statement, in any jurisdiction where it is not now so subject, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and Consummate the Exchange Offer. Each of the Company and the Guarantors shall use their reasonable best efforts to Consummate the 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, if required pursuant to this Section 2(a) shall be on the appropriate form permitting (i) registration of the Exchange Securities Series B Notes to be offered in exchange for the Registrable Series A Notes that are Transfer Restricted Securities and to permit (ii) resales of Registrable Securities held Series B Notes by Participating Broker-Dealers that tendered into the Exchange Offer Series A Notes that such Broker-Dealer acquired for its own account as a result of market making activities or other trading activities (other than Series A Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 4 hereof. If an Exchange Offer Registration Statement is required to be filed and declared effective pursuant to the paragraph above, the Company and the Guarantors shall cause the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days after the date notice of the Exchange Offer is mailed to the Holders (the “Exchange Period”). The Company and the Guarantors shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Securities shall be included in the Exchange Offer Registration Statement. The Company and the Guarantors shall use their reasonable best efforts to cause the Exchange Offer to be Consummated on or before the Exchange Date. The Company and the Guarantors shall commence the Exchange Offer by mailing the related Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law, substantially the following:3(c) below.

Registered Exchange Offer. To (a) Unless the extent Exchange Offer shall not prohibited by any be permissible under applicable law or applicable interpretations of Commission policy (after the Staffprocedures set forth in Section 6(a)(i) hereof have been complied with), or there are no Transfer Restricted Securities outstanding, the Company and the Guarantors shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission, (ii) use their reasonable best efforts to (i) cause to be filed with the SEC, a such Exchange Offer Registration Statement to (x) include the Exchange Offer (as required under the Securities Act relating Existing Registration Rights Agreement) with respect to the Existing Securities (the “Existing Exchange Offer”) or to include the Transfer Restricted Securities and in any Exchange Offer Registration Statement (as defined in the Existing Registration Rights Agreement) with respect to the Existing Exchange Offer, as provided in Section 6(c)(xxi) and (iiy) cause such Registration Statement to become effective, (iii) in connection with the foregoing, use reasonable best efforts to (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it 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 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, however, that neither the Company nor any Guarantor shall be required to take any action that would subject them to general service of process or taxation in any jurisdiction where they are not already subject, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence the Exchange Offer. Each of the Company 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 DayOctober 15, the next succeeding Business Day) 2012 (the “Exchange Date”). The Exchange Offer, if required pursuant to this Section 2(a) 3(a), shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Registrable Transfer Restricted Securities and to permit resales of Registrable Initial Securities held by Participating Broker-Dealers as contemplated by Section 4 3(c) hereof. If For the avoidance of doubt, the Exchange Offer may be registered pursuant to an Exchange Offer Registration Statement is required to be filed and declared effective pursuant (as defined in the Existing Registration Rights Agreement) with respect to the paragraph aboveExisting Exchange Offer, the Company and the Guarantors shall cause the such Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days after the date notice of the Exchange Offer is mailed to the Holders (the “Exchange Period”). The Company and the Guarantors shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Securities shall be included in the treated as an Exchange Offer Registration Statement. The Company and the Guarantors shall use their reasonable best efforts to cause the Exchange Offer to be Consummated on or before the Exchange Date. The Company and the Guarantors shall commence the Exchange Offer by mailing the related Prospectus, appropriate letters Statement for purposes of transmittal and other accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law, substantially the following:this Agreement.

Registered Exchange Offer. To (a) Unless the extent Exchange Offer shall not prohibited by any be permissible under applicable law or applicable interpretations of Commission policy (after the Staffprocedures set forth in Section 6(a) hereof have been complied with), or there are no Transfer Restricted Securities outstanding, the Company Issuers and the Guarantors shall use their reasonable best efforts to (i) cause to be filed with the SECCommission no later than 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 Securities and the Exchange Offer, (ii) use their commercially reasonable efforts to cause such Registration Statement to become effectivebe declared effective no later than 240 days after the Closing Date (or if such 240th day is not a Business Day, the next succeeding Business Day), (iii) in connection with the foregoing, (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) use their 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; provided, however, that none of the Issuers or the Guarantors shall be required to (x) qualify as a foreign corporation or as a dealer in securities in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(a) or (y) take any action which would subject it to general service of process or taxation in any such jurisdiction where it is not then so subject and (iv) upon the effectiveness of such Registration Statement, commence the Exchange Offer. Each of the Company Issuers and the Guarantors shall use their commercially reasonable best efforts to Consummate the Exchange Offer not later than 365 270 days following the Closing Date (or if such 365th 270th day is not a Business Day, the next succeeding Business Day) (the “Exchange Date”). The Exchange Offer, if required pursuant to this Section 2(a) Offer shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Registrable Transfer Restricted Securities and to permit resales of Registrable Transfer Restricted Securities held by Participating Broker-Dealers as contemplated by Section 4 3(c) hereof. If an Exchange Offer Registration Statement is required to be filed and declared effective pursuant to the paragraph above, the Company and the Guarantors shall cause the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days after the date notice of the Exchange Offer is mailed to the Holders (the “Exchange Period”). The Company and the Guarantors shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Securities shall be included in the Exchange Offer Registration Statement. The Company and the Guarantors shall use their reasonable best efforts to cause the Exchange Offer to be Consummated on or before the Exchange Date. The Company and the Guarantors shall commence the Exchange Offer by mailing the related Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law, substantially the following:.

Registered Exchange Offer. To Upon consummation of an initial offer and sale of equity of the extent MLP (as defined in the Indenture) or other direct or indirect parent of Refining LLC in an underwritten public offering for cash pursuant to a registration statement that has been declared effective by the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”) (other than a registration statement on Form S-4 or Form S-8 or otherwise relating to equity interests of the MLP or such other parent issuable under any employee benefit plan); provided, however, that immediately after such offering, the MLP or such other parent is treated as a partnership for U.S. federal income tax purposes (the date of such consummation, the “Trigger Date”), the Company shall, at its own cost, prepare and file with the Commission a registration statement (the “Exchange Offer Registration Statement”) on an appropriate form under the Securities Act with respect to a proposed offer (the “Registered Exchange Offer”) to the Holders of Transfer Restricted Securities (as defined in Section 6 hereof), who are not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Initial Securities, a like aggregate principal amount of debt securities (the “Exchange Securities”) of the Company issued under the Indenture and identical in all material respects to the Initial Securities (except for the transfer restrictions relating to the Initial Securities and the provisions relating to the matters described in Section 6 hereof) that would be registered under the Securities Act. Following the declaration of the effectiveness of the Exchange Offer Registration Statement, unless not permitted by applicable law or applicable interpretations of the StaffCommission policy, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities (as defined in Section 6 hereof) electing to exchange the Initial Securities for Exchange Securities (assuming that such Holder is not an affiliate of the Company within the meaning of the Securities Act, acquires the Exchange Securities in the ordinary course of such Holder’s business, has no arrangements with any person to participate in the distribution of the Exchange Securities, and is not prohibited by any law or policy of the Guarantors shall use Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their reasonable best efforts to (i) cause to be filed with the SEC, a Registration Statement receipt without any limitations or restrictions under the Securities Act relating and without material restrictions under the securities laws of the several states of the United States. The Company will be entitled to close the Registered Exchange Offer on or prior to 20 business days (or longer, if required by applicable securities laws) after the date on which the Exchange Securities and the Exchange Offer, (ii) cause such Offer Registration Statement to become effectivewas declared effective by the Commission, (iii) provided that the Company has accepted all the Initial Securities theretofore validly tendered in connection accordance with the foregoing, cause all necessary filings in connection with the registration and qualification terms of the Registered 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 OfferOffer provided, and (iv) upon the effectiveness of such Registration Statement, commence the Exchange Offer. Each of the Company and the Guarantors shall use their commercially reasonable best efforts to Consummate the consummate such Registered Exchange Offer not later than 365 days following the Closing 240th day after the Trigger Date (or if such 365th the 240th day is not a Business Daybusiness day, the next succeeding Business Dayfirst business day thereafter). The Company acknowledges that, pursuant to current interpretations by the Commission’s staff of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom, (i) each Holder which is a broker-dealer electing to exchange Initial Securities, acquired for its own account as a result of market making activities or other trading activities, for Exchange Securities (a “Participating Broker-Dealer”), is required to deliver a prospectus containing substantially the information set forth in (a) Annex A hereto on the cover, (b) Annex B hereto in the “Exchange Date”). The Exchange Offer, if required pursuant to this Section 2(a) shall be on Offer Procedures” section and the appropriate form permitting registration “Purpose of the Exchange Offer” section, and (c) Annex C hereto in the “Plan of Distribution” section of such prospectus in connection with a sale of any such Exchange Securities received by such Participating Broker-Dealer pursuant to be offered the Registered Exchange Offer and (ii) an Initial Purchaser that elects to sell Exchange Securities acquired in exchange for the Registrable Initial Securities and to permit resales constituting any portion of Registrable Securities held by Participating Broker-Dealers as contemplated by Section 4 hereof. If an Exchange Offer Registration Statement unsold allotment is required to be filed and declared effective pursuant deliver a prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale. The Company shall use commercially reasonable efforts to the paragraph above, the Company and the Guarantors shall cause keep the Exchange Offer Registration Statement effective and to amend and supplement the prospectus contained therein, in order to permit such prospectus to be effective continuously and shall keep lawfully delivered by all persons subject to the prospectus delivery requirements of the Securities Act for such period of time as such persons must comply with such requirements in order to resell the Exchange Offer open Securities; provided, however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Participating Broker-Dealer or an Initial Purchaser, such period shall be the lesser of 180 days and the date on which all Participating Broker-Dealers and the Initial Purchasers have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Company shall, upon request, make such prospectus and any amendment or supplement thereto, available to any broker-dealer for use in connection with any resale of any Exchange Securities for a period of not less than 90 days after the minimum period required under applicable federal and state securities laws to Consummate consummation of the Registered Exchange Offer; provided. If, howeverupon consummation of the Registered Exchange Offer, that in no event shall such period be less than 20 Business Days after any Initial Purchaser holds Initial Securities acquired by it as part of its initial distribution, the date notice Company, simultaneously with the delivery of the Exchange Offer is mailed Securities pursuant to the Holders Registered Exchange Offer, shall issue and deliver to such Initial Purchaser upon the written request of such Initial Purchaser, in exchange (the “Private Exchange”) for any Initial Securities held by such Initial Purchaser in certificated form, a like principal amount of debt securities of the Company issued under the Indenture and identical in all material respects to the Initial Securities (including the existence of restrictions on transfer under the Securities Act and the securities laws of the several states of the United States, but excluding provisions relating to the matters described in Section 6 hereof) (the “Private Exchange PeriodSecurities”). The Company and the Guarantors shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than Initial Securities, the Exchange Securities shall be included in the Exchange Offer Registration Statement. The Company and the Guarantors shall use their reasonable best efforts to cause Private Exchange Securities are herein collectively called the “Securities.” In connection with the Registered Exchange Offer to be Consummated on or before Offer, the Exchange Date. The Company and the Guarantors shall commence the Exchange Offer by mailing the related Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law, substantially the followingshall:

Registered Exchange Offer. To the extent not prohibited by any applicable law or applicable interpretations of the Staff, the Company and the Guarantors shall use their reasonable best efforts to (i) cause to be filed with the SEC, a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer, (ii) cause such Registration Statement to become effective, (iii) in connection with the foregoing, 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 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, if required pursuant to this Section 2(a) shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Registrable Securities and to permit resales of Registrable Securities held by Participating Broker-Dealers as contemplated by Section 4 hereof. If an Exchange Offer Registration Statement is required to be filed and declared effective pursuant to the paragraph above, the Company and the Guarantors shall cause the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days after the date notice of the Exchange Offer is mailed to the Holders (the “Exchange Period”). The Company and the Guarantors shall cause shall, at their own cost, after the date of original issue of the Initial Securities (the “Issue Date”) use commercially reasonable efforts to prepare and file with the Securities and Exchange Offer to comply with all applicable federal and state securities laws. No securities other than Commission (the Exchange Securities shall be included in “Commission”) a registration statement (the “Exchange Offer Registration Statement”) on an appropriate form under the Securities Act of 1933, as amended (the “Securities Act”), with respect to a proposed offer (the “Registered Exchange Offer”) to the Holders of Transfer Restricted Securities (as defined in Section 6(d) hereof), who are not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Initial Securities, a like aggregate principal amount of debt securities (the “Exchange Securities”) of the Company issued under the Indenture and identical in all material respects to the Initial Securities (except for the transfer restrictions relating to the Initial Securities and the provisions relating to the matters described in Section 6 hereof) that would be registered under the Securities Act. The Company and the Guarantors shall use their commercially reasonable best efforts to cause such Exchange Offer Registration Statement to be declared effective under the Securities Act and shall use their commercially reasonable efforts to keep the Exchange Offer Registration Statement effective for not less than 20 business days (or longer, if required by applicable law) after the date notice of the Registered Exchange Offer is mailed or otherwise delivered to the Holders (such period being called the “Exchange Offer Registration Period”). If the Company and the Guarantors commence the Registered Exchange Offer, the Company and the Guarantors will be Consummated on or before entitled to close the Registered Exchange Offer 20 business days after such commencement provided that the Company and the Guarantors have accepted all the Initial Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer. Following the declaration of the effectiveness of the Exchange DateOffer Registration Statement, the Company and the Guarantors shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities electing to exchange the Initial Securities for Exchange Securities (assuming that such Holder is not an affiliate of the Company within the meaning of the Securities Act, acquires the Exchange Securities in the ordinary course of such Holder’s business, is not a broker-dealer tendering Initial Securities acquired directly from the Company for its own account and is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person to participate in the distribution of the Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States. The Company and the Guarantors shall commence use their commercially reasonable efforts to consummate the Registered Exchange Offer no later than the 366th day after the Issue Date (such 366th day, the “Consummation Deadline”). The Company and the Guarantors acknowledge that, pursuant to current interpretations by the Commission’s staff of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom, (i) each Holder which is a broker-dealer electing to exchange Initial Securities, acquired for its own account as a result of market making activities or other trading activities, for Exchange Securities (an “Exchanging Dealer”), is required to deliver a prospectus containing the information set forth in (a) Annex A hereto on the cover, (b) Annex B hereto in the “Exchange Offer Procedures” section and the “Purpose of the Exchange Offer” section, and (c) Annex C hereto in the “Plan of Distribution” section of such prospectus in connection with a sale of any such Exchange Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) an Initial Purchaser that elects to sell Exchange Securities acquired in exchange for Initial Securities constituting any portion of an unsold allotment is required to deliver a prospectus containing the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale. The Company and the Guarantors shall use their commercially reasonable efforts to keep the Exchange Offer by mailing Registration Statement effective and to amend and supplement the related Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder statingprospectus contained therein, in addition order to permit such prospectus to be lawfully delivered by all persons subject to the prospectus delivery requirements of the Securities Act for such period of time as such persons must comply with such requirements in order to resell the Exchange Securities; provided, however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or an Initial Purchaser, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers and the Initial Purchasers have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Company and the Guarantors shall make such prospectus and any amendment or supplement thereto, available to any broker-dealer for use in connection with any resale of any Exchange Securities for a period of not less than 90 days after the consummation of the Registered Exchange Offer. If, upon consummation of the Registered Exchange Offer, any Initial Purchaser holds Initial Securities acquired by it as part of its initial distribution, the Company and the Guarantors, simultaneously with the delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and deliver to such other disclosures as Initial Purchaser upon the written request of such Initial Purchaser, in exchange (the “Private Exchange”) for the Initial Securities held by such Initial Purchaser, a like principal amount of debt securities issued under the Indenture and identical in all material respects (including the existence of restrictions on transfer under the Securities Act and the securities laws of the several states of the United States, but excluding provisions relating to the matters described in Section 6 hereof) to the Initial Securities (the “Private Exchange Securities”). The Initial Securities, the Exchange Securities and the Private Exchange Securities are required by applicable lawherein collectively called the “Securities.” In connection with the Registered Exchange Offer, substantially the followingCompany and the Guarantors shall:

Registered Exchange Offer. To (a) Unless the extent Exchange Offer shall not prohibited by any be permissible under applicable law or applicable interpretations of Commission policy (after the Staffprocedures set forth in Section 6(a)(i) hereof have been complied with), or there are no Transfer Restricted Securities outstanding, the Company and the Guarantors shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission, (ii) use their reasonable best efforts to (i) cause to be filed with the SEC, a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer, (ii) cause such Exchange Offer Registration Statement to become effective, (iii) in connection with the foregoing, use reasonable best efforts to (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it 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 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, however, that neither the Company nor any Guarantor shall be required to take any action that would subject them to general service of process or taxation in any jurisdiction where they are not already subject, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence the Exchange Offer. Each of the Company and the Guarantors shall use their reasonable best efforts to Consummate the Exchange Offer not later than 365 366 days following the Closing Date (or if such 365th 366th day is not a Business Day, the next succeeding Business Day) (being the “Exchange Date”). The Exchange Offer, if required pursuant to this Section 2(a) 3(a), shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Registrable Transfer Restricted Securities and to permit resales of Registrable Initial Securities held by Participating Broker-Dealers as contemplated by Section 4 3(c) hereof. If an Exchange Offer Registration Statement is required to be filed and declared effective pursuant to the paragraph above, the Company and the Guarantors shall cause the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days after the date notice of the Exchange Offer is mailed to the Holders (the “Exchange Period”). The Company and the Guarantors shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Securities shall be included in the Exchange Offer Registration Statement. The Company and the Guarantors shall use their reasonable best efforts to cause the Exchange Offer to be Consummated on or before the Exchange Date. The Company and the Guarantors shall commence the Exchange Offer by mailing the related Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law, substantially the following:.

Registered Exchange Offer. To (a) Unless the extent Exchange Offer shall not prohibited by any be permissible under applicable law or applicable interpretations Commission policy (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 Staff, the Company and the Guarantors shall use their reasonable best efforts to (i) cause to be filed with the SECCommission on or prior to 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 Securities and the Exchange Offer, (ii) use its commercially reasonable efforts to cause such Registration Statement to become effectivebe declared effective by the Commission not later than 240 days after the Closing Date (or if such 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. Each of the Company and the Guarantors shall use their its commercially reasonable best efforts to Consummate issue on or prior to 30 Business Days, or longer if required by the federal securities laws, after the date on which the Exchange Offer Registration Statement is declared effective by the Commission, Exchange Securities in exchange for all Transfer Restricted Securities validly tendered and not later than 365 days following validly withdrawn in the Closing Date (or if such 365th day is not a Business Day, the next succeeding Business Day) Exchange Offer (the “Exchange Date”); provided, however, that the Company shall not be required to Consummate such Exchange Offer if all of the Securities have been distributed to the public pursuant to Rule 144 under the Securities Act on or before the Exchange Date. The Exchange Offer, if required pursuant to this Section 2(a) 3(a), shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Registrable Transfer Restricted Securities and to permit resales of Registrable Transfer Restricted Securities held by Participating Broker-Dealers as contemplated by Section 4 3(c) hereof. If an Exchange Offer Registration Statement is required to be filed and declared effective pursuant to the paragraph above, the Company and the Guarantors shall cause the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days after the date notice of the Exchange Offer is mailed to the Holders (the “Exchange Period”). The Company and the Guarantors shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Securities shall be included in the Exchange Offer Registration Statement. The Company and the Guarantors shall use their reasonable best efforts to cause the Exchange Offer to be Consummated on or before the Exchange Date. The Company and the Guarantors shall commence the Exchange Offer by mailing the related Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law, substantially the following:.

Registered Exchange Offer. To (a) Unless the extent Exchange Offer shall not prohibited be permitted by any applicable law or applicable interpretations of Commission policy (after the Staffprocedures set forth in Section 6(a)(i) below have been complied with), the Company and the Guarantors shall use their reasonable best efforts to (i) use all commercially reasonable efforts to cause the Exchange Offer Registration Statement to be filed with the SECCommission, a Registration Statement under as soon as practicable after the Securities Act relating to Closing Date, but in no event later than 90 days after the Exchange Securities and Closing Date (such 90th day being the Exchange Offer“Filing Deadline”), (ii) use all commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effectiveeffective at the earliest possible time, but in no event later than the day that is the 180th day after such Exchange Offer Registration Statement was filed with the Commission (such day being the “Exchange Offer Effectiveness Deadline”), (iii) in connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Act and (C) cause all necessary filings 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 laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, use all commercially reasonable efforts to commence and Consummate the Exchange Offer. Each of the Company and the Guarantors shall use their reasonable best efforts to Consummate the 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, if required pursuant to this Section 2(a) shall be on the appropriate form permitting (i) registration of the Exchange Securities Notes to be offered in exchange for the Registrable Initial Notes that are Transfer Restricted Securities and to permit (ii) resales of Registrable Securities held Exchange Notes by Participating Broker-Dealers that tendered into the Exchange Offer Initial Notes that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Initial Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 4 hereof3(c) below. If an The Exchange Offer Registration Statement is required shall not be subject to be filed any conditions, other than that (i) the Exchange Offer does not violate applicable law or any applicable interpretation of the staff of the SEC and declared effective pursuant to (ii) no action or proceeding shall have been instituted or threatened in any court or by any governmental agency which might materially impair the paragraph above, ability of the Company and the Guarantors shall cause the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate proceed with the Exchange Offer; provided, however, that and no material adverse development shall have occurred in no event shall such period be less than 20 Business Days after the date notice of the Exchange Offer is mailed any existing action or proceeding with respect to the Holders (the “Exchange Period”). The Company and the Guarantors shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Securities shall be included in the Exchange Offer Registration Statement. The Company and the Guarantors shall use their reasonable best efforts to cause the Exchange Offer to be Consummated on or before the Exchange Date. The Company and the Guarantors shall commence the Exchange Offer by mailing the related Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law, substantially the following:Guarantors.

Registered Exchange Offer. To (a) Unless the extent Exchange Offer shall not prohibited by any be permissible under applicable law or applicable interpretations of Commission policy (after the Staffprocedures set forth in Section 6(a) hereof have been complied with), the Company Issuer and the Guarantors shall use their reasonable best efforts to (i) cause to be filed with the SECCommission sufficiently promptly so as to avoid a Registration Default with respect to the Exchange Offer, a Registration Statement under the Securities Act relating to the Exchange Securities (other than Transfer Restricted Securities acquired by any Broker-Dealer directly from the Issuer) and the Exchange OfferOffer (the “Exchange Offer Registration Statement”), (ii) use their commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effectiveeffective under the Securities Act sufficiently promptly so as to avoid a Registration Default with respect to the Exchange Offer, (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, as promptly as practicable, commence the Exchange Offer. Each of the Company and the Guarantors shall use their reasonable best efforts to Consummate the 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, if required pursuant to this Section 2(a) shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Registrable Transfer Restricted Securities (other than Transfer Restricted Securities acquired by any Broker-Dealer directly from the Issuer) and to permit resales of Registrable Transfer Restricted Securities held by Participating Broker-Dealers as contemplated by Section 4 3(c) hereof. If an Exchange Offer Registration Statement is required to be filed and declared effective pursuant to the paragraph above, the Company and the Guarantors shall cause the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days after the date notice of the Exchange Offer is mailed to the Holders (the “Exchange Period”). The Company and the Guarantors shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Securities shall be included in the Exchange Offer Registration Statement. The Company and the Guarantors shall use their reasonable best efforts to cause the Exchange Offer to be Consummated on or before the Exchange Date. The Company and the Guarantors shall commence the Exchange Offer by mailing the related Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law, substantially the following:.

Registered Exchange Offer. To the extent not prohibited by any applicable (a) Unless, due to a change in federal law or Commission policy after the date hereof, the Exchange Offer shall not be permitted by applicable interpretations of the Stafffederal law or Commission policy, the Company and the Guarantors Guarantor shall use their reasonable best efforts to (i) cause to be filed with the SECCommission on or prior to 90 days after the Closing Date, a an Exchange Offer Registration Statement under the Securities Act relating to the Exchange Securities New Notes and the Exchange Offer, Offer and (ii) use their best efforts to cause such Exchange Offer Registration Statement to be declared effective by the Commission on or prior to 120 days after the Closing Date. In connection with the foregoing, the Company and the Guarantor shall (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary to cause such Exchange Offer Registration Statement to become effective, (iiiB) in connection with if applicable, file a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the foregoingAct, (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities New 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, Offer and (ivD) upon the effectiveness of such Registration Statement, commence the Exchange Offer. Each of the Company Offer and the Guarantors shall use their reasonable best efforts to Consummate issue on or prior to 30 days after the date on which such Exchange Offer Registration Statement is declared effective by the Commission, New Notes in exchange for all Old Notes tendered prior thereto in 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”)Offer. The Exchange Offer, if required pursuant to this Section 2(a) Offer shall be on the appropriate form permitting registration of the Exchange Securities New Notes to be offered in exchange for the Registrable Old Notes that are Transfer Restricted Securities and to permit resales of Registrable Securities New Notes held by Participating Broker-Dealers as contemplated by Section 4 hereof3(c) below. If an If, after such Exchange Offer Registration Statement initially is required to be filed and declared effective pursuant to by the paragraph aboveCommission, the Company and Exchange Offer or the Guarantors shall cause issuance of New Notes under the Exchange Offer or the resale of New Notes received by Broker- Dealers in the Exchange Offer as contemplated by Section 3(c) below is interfered with by any stop order, injunction or other order or requirement of the Commission or any other governmental agency or court, such Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days after the date notice of the Exchange Offer is mailed to the Holders (the “Exchange Period”). The Company and the Guarantors shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Securities shall be included deemed not to have become effective for purposes of this Agreement during the period that such stop order, injunction or other similar order or requirement shall remain in the Exchange Offer Registration Statement. The Company and the Guarantors shall use their reasonable best efforts to cause the Exchange Offer to be Consummated on or before the Exchange Date. The Company and the Guarantors shall commence the Exchange Offer by mailing the related Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law, substantially the following:effect.

Registered Exchange Offer. To (a) If any of the extent Initial Securities are not prohibited Freely Tradable by any the 366th calendar day following the Closing Date, then, unless the Exchange Offer shall not be permissible under applicable law or applicable interpretations of Commission policy (after the Staffprocedures set forth in Section 6(a) below have been complied with), the Company and the Guarantors shall (i) file with the Commission an Exchange Offer Registration Statement with respect to a registered offer to exchange the Initial Securities for Exchange Securities under the Indenture in the same aggregate principal amount as and with terms that shall be identical in all respects to the Initial Securities (except that the Exchange Securities shall not contain terms with respect to the interest rate step-up provision and transfer restrictions), (ii) use their commercially reasonable best efforts to (i) cause to be filed with the SEC, a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer, (ii) cause such Exchange Offer Registration Statement to become effectiveeffective under the Securities Act, (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 Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of promptly after such Exchange Offer Registration StatementStatement is declared effective, commence the Exchange Offer. Each of the Company and the Guarantors shall use their reasonable best efforts to Consummate the 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, if required pursuant to this Section 2(a) Registration Statement shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Registrable Transfer Restricted Securities and to permit resales of Registrable Securities held by Participating Broker-Dealers as contemplated by Section 4 hereof. If an Exchange Offer Registration Statement is required to be filed and declared effective pursuant to the paragraph above, the Company and the Guarantors shall cause the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days after the date notice of the Exchange Offer is mailed to the Holders (the “Exchange Period”). The Company and the Guarantors shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Securities shall be included in the Exchange Offer Registration Statement. The Company and the Guarantors shall use their reasonable best efforts to cause the Exchange Offer to be Consummated on or before the Exchange Date. The Company and the Guarantors shall commence the Exchange Offer by mailing the related Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law, substantially the following:3(c) below.

Registered Exchange Offer. To (a) Unless the extent Exchange Offer shall not prohibited by any be permissible under applicable law or applicable interpretations Commission policy (after the procedures set forth in Section 6(a) below have been complied with) or one of the Staffevents set forth in Section 4(a)(ii) has occurred, the Company Issuers and the Guarantors Parent shall use their reasonable best efforts to (i) cause to be filed with the SECCommission promptly after the Closing Date, but in no event later than 90 days after the Closing Date, a Registration Statement under the Securities Act relating to the Exchange New Securities and the Exchange Offer, (ii) use their respective best efforts to cause such Registration Statement to become effectiveeffective no later than 180 days after the Closing 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 Issuers will commence the Exchange Offer and use their 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. Each of the Company and the Guarantors shall use their reasonable best efforts to Consummate the 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, if required pursuant to this Section 2(a) shall be on the appropriate form permitting registration of the Exchange New Securities to be offered in exchange for the Registrable Transfer Restricted Securities and to permit resales of Registrable New Securities held by Participating Broker-Dealers as contemplated by Section 4 hereof3(c) below. If an Exchange Offer Registration Statement is required The 90, 180 and 30 business day periods referred to be filed in (i), (ii) and declared effective (iv) of this Section 3(a) shall not include any period during which the Issuers are pursuing a Commission ruling pursuant to the paragraph above, the Company and the Guarantors shall cause the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days after the date notice of the Exchange Offer is mailed to the Holders (the “Exchange Period”). The Company and the Guarantors shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Securities shall be included in the Exchange Offer Registration Statement. The Company and the Guarantors shall use their reasonable best efforts to cause the Exchange Offer to be Consummated on or before the Exchange Date. The Company and the Guarantors shall commence the Exchange Offer by mailing the related Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law, substantially the following:Section 6(a)(i) below.

Registered Exchange Offer. To (a) Unless the extent Exchange Offer shall not prohibited by any be permissible under applicable law or applicable interpretations Commission policy (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 Staff, the Company and the Guarantors shall use their reasonable best efforts to (i) cause to be filed with the SECCommission, no 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 (the “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, (iiiB) in connection with if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the foregoing, 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 Statement, commence the Exchange Offer. Each of the Company 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, if required pursuant to this Section 2(a) 3(a), shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Registrable Transfer Restricted Securities and to permit resales of Registrable Initial Securities held by Participating Broker-Dealers as contemplated by Section 4 3(c) hereof. If an Exchange Offer Registration Statement is required to be filed and declared effective pursuant to the paragraph above, the Company and the Guarantors shall cause the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days after the date notice of the Exchange Offer is mailed to the Holders (the “Exchange Period”). The Company and the Guarantors shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Securities shall be included in the Exchange Offer Registration Statement. The Company and the Guarantors shall use their reasonable best efforts to cause the Exchange Offer to be Consummated on or before the Exchange Date. The Company and the Guarantors shall commence the Exchange Offer by mailing the related Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law, substantially the following:.

Registered Exchange Offer. To (a) Unless the extent Exchange Offer shall not prohibited by any be permissible under applicable law or applicable interpretations of Commission policy (after the Staffprocedures set forth in Section 6(a) hereof have been complied with), the Company and the Guarantors shall use their reasonable best efforts to (i) cause to be filed with the SECCommission on or prior to the 120th day after the Acquisition Closing Date (or if such 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 reasonable best efforts to cause such Registration Statement to become effectiveeffective on or prior to the 180th day after the Acquisition Closing Date (or if such 180th day is not a Business Day, the next succeeding Business Day), (iii) in connection with the foregoing, (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) use its reasonable best 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 any Holder shall reasonably request in writing by the time the Exchange Offer Registration Statement is declared effective by the Commission, it being agreed that no such registration or qualification will be made unless so requested, to permit Consummation of the Exchange Offer; provided, however, that the Company shall not be required to (i) qualify as a foreign corporation or as a dealer in securities in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(a), or (ii) take any action which would subject it to general service of process or taxation in any such jurisdiction where it is not then so subject, and (iviii) upon as promptly as practicable after the effectiveness of such Registration Statement, commence the Exchange Offer. Each of the Company and the Guarantors shall use their reasonable best efforts to Consummate the 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, if required pursuant to this Section 2(a) shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Registrable Transfer Restricted Securities and to permit resales of Registrable Initial Securities held by Participating Broker-Dealers as contemplated by Section 4 3(c) hereof. If an Exchange Offer Registration Statement is required to be filed and declared effective pursuant to the paragraph above, the Company and the Guarantors shall cause the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days after the date notice of the Exchange Offer is mailed to the Holders (the “Exchange Period”). The Company and the Guarantors shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Securities shall be included in the Exchange Offer Registration Statement. The Company and the Guarantors shall use their reasonable best efforts to cause the Exchange Offer to be Consummated on or before the Exchange Date. The Company and the Guarantors shall commence the Exchange Offer by mailing the related Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law, substantially the following:.

Registered Exchange Offer. To the extent (a) Unless an Exchange Offer shall not prohibited by any be permissible under applicable law or applicable interpretations Commission policy (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 Staff, the Company and the Guarantors shall use their reasonable best efforts to (i) use its commercially reasonable efforts to cause to be filed with the SEC, Commission a Registration Statement under the Securities Act relating to the Exchange Securities of each applicable Series and the related Exchange OfferOffer for the Transfer Restricted Securities of such Series, (ii) use commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective, (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 cause all necessary filings in connection with the registration and qualification of the Exchange Securities registered pursuant to such Exchange Offer Registration Statement to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the such Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence the Exchange OfferOffer with respect to each applicable Series of Exchange Securities registered pursuant to such Exchange Offer Registration Statement. Each of the The Company and the Guarantors shall use their commercially reasonable best efforts to Consummate the such Exchange Offer with respect to each applicable Series of Exchange Securities registered pursuant to such Exchange Offer Registration Statement not later than 365 366 days following the Closing Date (or if such 365th 366th day is not a Business Day, the next succeeding Business Day) (the “Exchange Date”); provided, however, that the Company and the Guarantors shall not be required to Consummate such Exchange Offer for any Series of Securities if all of the Securities of such Series are Freely Tradable (other than such Securities held by affiliates of the Company) on or before the Exchange Date. The Such Exchange Offer, if required pursuant to this Section 2(a) 3(a), shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Registrable each applicable Series of Transfer Restricted Securities and to permit resales of Registrable such Exchange Securities held by Participating Broker-Dealers as contemplated by Section 4 3(c) hereof. If an Exchange Offer Registration Statement is required to be filed and declared effective pursuant to the paragraph above, the Company and the Guarantors shall cause the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days after the date notice of the Exchange Offer is mailed to the Holders (the “Exchange Period”). The Company and the Guarantors shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Securities shall be included in the Exchange Offer Registration Statement. The Company and the Guarantors shall use their reasonable best efforts to cause the Exchange Offer to be Consummated on or before the Exchange Date. The Company and the Guarantors shall commence the Exchange Offer by mailing the related Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law, substantially the following:.

Registered Exchange Offer. To (a) Unless the extent Exchange Offer shall not prohibited be permitted by any applicable federal law (after the procedures set forth in Section 6(a)(i) below have been complied with) or applicable interpretations the policies, rules or regulations of the StaffCommission, the Company and the Guarantors shall use their reasonable best efforts to (i) cause the Exchange Offer Registration Statement to be filed with the SECCommission within 30 days after the earlier of (a) the date of filing of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, a Registration Statement 2012 and (b) the date on which such report should have been timely filed under the Securities Act relating to (such 30th day being the Exchange Securities and the Exchange Offer“Filing Deadline”), (ii) use its commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effectiveeffective at the earliest possible time, but in no event later than 360 days after the date of the Offering Memorandum (such 360th day being the “Effectiveness Deadline”), (iii) in connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the 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 as soon as practicable following the effectiveness of such Exchange Offer Registration Statement, use its commercially reasonable efforts to commence and Consummate the Exchange Offer. Each of the Company and the Guarantors shall use their reasonable best efforts to Consummate the 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, if required pursuant to this Section 2(a) shall be on the appropriate form permitting (i) registration of the Exchange Securities Notes to be offered in exchange for the Registrable Additional Notes that are Transfer Restricted Securities and to permit (ii) resales of Registrable Securities held Exchange Notes by Participating Broker-Dealers that tendered into the Exchange Offer Additional Notes that such Broker-Dealer acquired for its own account as a result of market making activities or other trading activities (other than Additional Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 4 hereof. If an Exchange Offer Registration Statement is required to be filed and declared effective pursuant to the paragraph above, the Company and the Guarantors shall cause the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days after the date notice of the Exchange Offer is mailed to the Holders (the “Exchange Period”). The Company and the Guarantors shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Securities shall be included in the Exchange Offer Registration Statement. The Company and the Guarantors shall use their reasonable best efforts to cause the Exchange Offer to be Consummated on or before the Exchange Date. The Company and the Guarantors shall commence the Exchange Offer by mailing the related Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law, substantially the following:3(c) below.

Registered Exchange Offer. To (a) Unless the extent Exchange Offer shall not prohibited by any be permissible under applicable law or applicable interpretations of Commission policy (after the Staffprocedures set forth in Section 5(a) below have been complied with), the Company and the Guarantors shall use their its commercially reasonable best efforts to (i) cause to be filed file with the SEC, a Commission no later than 90 days after the Settlement Date an Exchange Offer Registration Statement with respect to a registered offer to exchange the Transfer Restricted Notes for Exchange Notes under the Securities Act relating Indenture in the same aggregate principal amount as and with terms that shall be substantially identical to the Exchange Securities and Transfer Restricted Notes (except that the Exchange OfferNotes shall not contain terms with respect to transfer restrictions under federal or state securities laws), (ii) to cause such Exchange Offer Registration Statement to become effectivebe declared effective by the Commission as soon as reasonably practicable after the filing thereof, (iii) in connection with the foregoing, to file (A) all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it to become effective, (B) if applicable, a Prospectus supplement or 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 promptly after such Exchange Offer Registration StatementStatement is declared effective, to commence the Exchange Offer. Each of the Company Offer and the Guarantors shall use their reasonable best efforts to Consummate (v) no later than 60 days after the Exchange Offer not later than 365 days following the Closing Date (or if such 365th day Registration Statement is not a Business Daydeclared effective, the next succeeding Business Day) (the “Exchange Date”)to Consummate it. The Exchange Offer, if required pursuant to this Section 2(a) Offer Registration Statement shall be on the appropriate form permitting registration of the Exchange Securities Notes to be offered in exchange for the Registrable Securities Transfer Restricted Notes and to permit resales of Registrable Securities Transfer Restricted Notes held by Participating Broker-Dealers as contemplated by Section 4 hereof. If an Exchange Offer Registration Statement is required to be filed and declared effective pursuant to the paragraph above, the Company and the Guarantors shall cause the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days after the date notice of the Exchange Offer is mailed to the Holders (the “Exchange Period”). The Company and the Guarantors shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Securities shall be included in the Exchange Offer Registration Statement. The Company and the Guarantors shall use their reasonable best efforts to cause the Exchange Offer to be Consummated on or before the Exchange Date. The Company and the Guarantors shall commence the Exchange Offer by mailing the related Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law, substantially the following:3(c) below.

Registered Exchange Offer. To (a) If the extent restrictive legend on the Initial Securities is not prohibited by any applicable law or applicable interpretations removed and an unrestricted CUSIP number is not provided with respect to the Initial Securities (in each case, other than with respect to Persons that are Affiliates of the StaffCompany) and the Initial Securities are not freely tradeable pursuant to Rule 144 under the Securities Act (by Persons other than Affiliates of the Issuers) as of the 370th day after the Closing Date, each of the Company Issuers and the Guarantors shall use shall, at their reasonable best efforts to cost, (i) cause to be filed with the SECCommission, a an Exchange Offer Registration Statement under the Securities Act relating to the Exchange Securities (other than Transfer Restricted Securities acquired by any Broker-Dealer directly from the Issuers) and the Exchange Offer, (ii) use their commercially reasonable efforts (which shall include the filing of all necessary amendments to such Registration Statement) to cause such the Exchange Offer Registration Statement to become effective, be declared effective by the Commission and (iii) in connection with the foregoing, 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 the Exchange Offer Registration Statement, promptly commence the Exchange Offer. Each of the Company and the Guarantors shall use their reasonable best efforts to Consummate the 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, if required pursuant to this Section 2(a) shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Registrable Transfer Restricted Securities (other than Transfer Restricted Securities acquired by any Broker-Dealer directly from the Issuers) and to permit resales of Registrable Transfer Restricted Securities held by Participating Broker-Dealers as contemplated by Section 4 3(c) hereof. If an Exchange Offer Registration Statement is required to be filed and declared effective pursuant to the paragraph above, the Company and the Guarantors shall cause the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days after if prior to the date notice of time that the Exchange Offer is mailed Consummated the Initial Securities become freely tradeable pursuant to Rule 144 under the Holders Securities Act (by Persons other than Affiliates of the “Exchange Period”Issuers). The Company , then the obligations of the Issuers and the Guarantors under this Section 3(a) shall cause the Exchange Offer to comply with all applicable federal cease and state securities laws. No securities other than the Exchange Securities shall be included in the Exchange Offer Registration Statement. The Company of no further force and the Guarantors shall use their reasonable best efforts to cause the Exchange Offer to be Consummated on or before the Exchange Date. The Company and the Guarantors shall commence the Exchange Offer by mailing the related Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law, substantially the following:effect.

Registered Exchange Offer. To (a) Unless the extent Exchange Offer shall not prohibited by any be permissible under applicable federal law or applicable interpretations of the StaffCommission policy, the Company and the Guarantors Issuers shall use their reasonable best efforts to (i) cause to be filed with the SECCommission as soon as practicable on or prior to 45 days after the Closing Date, a Registration Statement under the Securities Act relating to the Exchange Securities New Notes and the Exchange Offer, Offer and (ii) use their best efforts to cause such Registration Statement declared effective by the Commission as soon as practicable on or prior to 105 days after the Closing Date. In connection with the foregoing, the Issuers shall (A) file all pre-effective amendments to such Registration Statement as may be necessary to cause such Registration Statement to become effective, (iiiB) in connection with if applicable, file a post-effective amendment to such Registration Statement pursuant to Rule 430A under the foregoingAct, (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities New 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 Issuers shall not be obligated to qualify as foreign corporations in any jurisdiction in which they are not so qualified or to take any action that would subject them to general service of process or taxation in any jurisdiction where they are not so subject) and (ivD) upon the effectiveness of such Registration Statement, commence the Exchange Offer. Each of the Company Offer and the Guarantors shall use their reasonable best efforts to Consummate issue on or prior to 45 days after the date on which such Registration Statement is declared effective by the Commission, New Notes in exchange for all Old Notes tendered prior thereto in 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”)Offer. The Exchange Offer, if required pursuant to this Section 2(a) Offer shall be on the appropriate form permitting registration of the Exchange Securities New Notes to be offered in exchange for the Registrable Transfer Restricted Securities and to permit resales of Registrable Securities New Notes held by Participating Broker-Dealers as contemplated by Section 4 hereof3(c) below. If an If, after such Exchange Offer Registration Statement initially is required to be filed and declared effective pursuant to by the paragraph aboveCommission, the Company and the Guarantors shall cause the Exchange Offer Registration Statement to be effective continuously and shall keep or the issuance of New Notes under the Exchange Offer open for a period or the resale of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days after the date notice of the Exchange Offer is mailed to the Holders (the “Exchange Period”). The Company and the Guarantors shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Securities shall be included New Notes received by Broker-Dealers in the Exchange Offer as contemplated by Section 3(c) below is interfered with by any stop order, injunction or other order or requirement of the Commission or any other governmental agency or court, such Registration Statement. The Company and Statement shall be deemed not to have become effective for purposes of this Agreement during the Guarantors period that such stop order, injunction or other similar order or requirement shall use their reasonable best efforts to cause the Exchange Offer to be Consummated on or before the Exchange Date. The Company and the Guarantors shall commence the Exchange Offer by mailing the related Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder stating, remain in addition to such other disclosures as are required by applicable law, substantially the following:effect.

Registered Exchange Offer. To (a) Unless the extent Exchange Offer shall not prohibited by any be permissible under applicable law or applicable interpretations Commission policy (after the procedures set forth in Section 6(a) hereof have been complied with), each of the Staff, the Company Issuer and the Guarantors shall use their reasonable best efforts to (i) cause to be filed prepare and file with the SECCommission as soon as practicable after the Closing Date, a but in no event later than 180 days after the Closing Date, an Exchange Offer Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer, (ii) use their reasonable best efforts to cause such Exchange Offer Registration Statement to become effectiveeffective under the Securities Act at the earliest possible time, but in no event later than 230 days after the Closing 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) 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 Issuer and the Guarantors shall use their its reasonable best efforts to Consummate the Exchange Offer not later than 365 days following 30 Business Days after the Closing Date (or if such 365th day is not a Business Day, date the next succeeding Business Day) Exchange Offer Registration Statement was declared effective (the “Exchange Date”). The Exchange Offer, if required pursuant to this Section 2(a) 3(a), shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Registrable Transfer Restricted Securities and to permit resales of Registrable Transfer Restricted Securities held by Participating Broker-Dealers as contemplated by Section 4 3(c) hereof. If an Exchange Offer Registration Statement is required to be filed and declared effective pursuant to the paragraph above, the Company and the Guarantors shall cause the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days after the date notice of the Exchange Offer is mailed to the Holders (the “Exchange Period”). The Company and the Guarantors shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Securities shall be included in the Exchange Offer Registration Statement. The Company and the Guarantors shall use their reasonable best efforts to cause the Exchange Offer to be Consummated on or before the Exchange Date. The Company and the Guarantors shall commence the Exchange Offer by mailing the related Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law, substantially the following:.

Registered Exchange Offer. To (a) Unless the extent Exchange Offer shall not prohibited be permitted by any applicable law or applicable interpretations of Commission policy (after the Staffprocedures set forth in Section 6(a)(i) below have been complied with), the Company and the Guarantors shall (i) file the Exchange Offer Registration Statement with the Commission on or prior to the date that is 90 days (unless such date is not a Business Day, in which case the next succeeding Business Day) after the Escrow Release Date (such 90th day being the “Filing Deadline”), (ii) use their all reasonable best efforts to (i) cause to be filed with the SEC, a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer, (ii) cause such Exchange Offer Registration Statement to become effectivebe declared effective no later than the date that is 150 days (unless such date is not a Business Day, in which case the next succeeding Business Day) after the Escrow Release Date (such day being the “Effectiveness Deadline”), (iii) in connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be reasonably necessary in order to cause it to be declared effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Act and (C) cause all necessary filings 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; provided that neither the Company nor any Guarantor shall be required to qualify generally to do business in any jurisdiction where it is not then so qualified or to take any action which would subject it to general service of process or taxation in any jurisdiction where it is not then so subject, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and Consummate the Exchange Offer. Each of the Company and the Guarantors shall use their reasonable best efforts to Consummate the 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, if required pursuant to this Section 2(a) shall be on the appropriate form permitting (i) registration of the Exchange Securities Notes to be offered in exchange for the Registrable Initial Notes that are Transfer Restricted Securities and to permit (ii) resales of Registrable Securities held Exchange Notes by Participating Broker-Dealers that tendered into the Exchange Offer Initial Notes that such Broker-Dealer acquired for its own account as a result of market making activities or other trading activities (other than Initial Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 4 hereof. If an Exchange Offer Registration Statement is required to be filed and declared effective pursuant to the paragraph above, the Company and the Guarantors shall cause the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days after the date notice of the Exchange Offer is mailed to the Holders (the “Exchange Period”). The Company and the Guarantors shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Securities shall be included in the Exchange Offer Registration Statement. The Company and the Guarantors shall use their reasonable best efforts to cause the Exchange Offer to be Consummated on or before the Exchange Date. The Company and the Guarantors shall commence the Exchange Offer by mailing the related Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law, substantially the following:3(c) below.

Registered Exchange Offer. To (a) Unless the extent Exchange Offer shall not prohibited by any be permissible under applicable law or applicable interpretations Commission policy (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 Staff, the Company and the Guarantors shall (i) use their reasonable best efforts to (i) cause to be filed with the SEC, Commission a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer, (ii) use their reasonable best efforts to cause such Registration Statement to become 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, promptly commence the Exchange Offer. Each of the Company and the Guarantors shall use their its reasonable best efforts to Consummate the Exchange Offer not later than 365 366 days following the Closing Date (or if such 365th 366th 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, if required pursuant to this Section 2(a) 3(a), shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Registrable Transfer Restricted Securities and to permit resales of Registrable Transfer Restricted Securities held by Participating Broker-Dealers as contemplated by Section 4 3(c) hereof. If an Exchange Offer Registration Statement is required to be filed and declared effective pursuant to the paragraph above, the Company and the Guarantors shall cause the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days after the date notice of the Exchange Offer is mailed to the Holders (the “Exchange Period”). The Company and the Guarantors shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Securities shall be included in the Exchange Offer Registration Statement. The Company and the Guarantors shall use their reasonable best efforts to cause the Exchange Offer to be Consummated on or before the Exchange Date. The Company and the Guarantors shall commence the Exchange Offer by mailing the related Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law, substantially the following:.

Registered Exchange Offer. To (a) Unless the extent Exchange Offer shall not prohibited by any be permissible under applicable law or applicable interpretations Commission policy (after the procedures set forth in Section 6(a) hereof have been complied with), each of the StaffCompany, the Company Co-Issuer and the Guarantors shall use their reasonable best efforts to (i) cause use its commercially reasonable efforts to be filed prepare and file with the SEC, a Commission an Exchange Offer Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange OfferOffer on an appropriate form under the Securities Act not later than February 11, 2013; provided, however, that if such filing is not made on or prior to February 11, 2013, no Additional Interest (as defined in Section 5 hereof) shall be payable, (ii) use its commercially reasonable efforts to cause such an Exchange Offer Registration Statement to become effectiveeffective as promptly as possible (unless it becomes effective automatically upon filing), but in no event later than 180 days after the Closing Date (or if such 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. Each of the Company and the Guarantors shall use their reasonable best efforts to Consummate the 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, if required pursuant to this Section 2(a) Registration Statement shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Registrable Transfer Restricted Securities and to permit resales of Registrable Exchange Securities held acquired by Participating Broker-Dealers in exchange for Initial Securities as contemplated by Section 4 3(c) hereof. If an Exchange Offer Registration Statement is required to be filed and declared effective pursuant to the paragraph above, the Company and the Guarantors shall cause the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days after the date notice of the Exchange Offer is mailed to the Holders (the “Exchange Period”). The Company and the Guarantors shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Securities shall be included in the Exchange Offer Registration Statement. The Company and the Guarantors shall use their reasonable best efforts to cause the Exchange Offer to be Consummated on or before the Exchange Date. The Company and the Guarantors shall commence the Exchange Offer by mailing the related Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law, substantially the following:.

Registered Exchange Offer. To (a) Unless the extent Exchange Offer shall not prohibited by any be permissible under applicable law or applicable interpretations Commission policy (after the procedures set forth in Section 6(a) hereof have been complied with), each of the Staff, the Company Issuers and the Guarantors shall use their reasonable best efforts to (i) cause to be filed with the SECCommission as soon as practicable after the Closing Date, but in no event later than 270 days after the Closing Date (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 reasonable best efforts to cause such Registration Statement to become effectiveeffective at the earliest possible time, but in no event later than 390 days after the Closing Date (or if such 390th 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) use their reasonable best 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, provided, however, that no Issuer or Guarantor shall be required to (1) qualify as a foreign corporation or as a dealer in securities in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(a), or (2) take any action which would subject it to general service of process or taxation in any such jurisdiction where it is not then so subject, and (iv) upon as promptly as practicable after the effectiveness of such Registration Statement, commence the Exchange Offer. Each of the Company and the Guarantors shall use their reasonable best efforts to Consummate the 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, if required pursuant to this Section 2(a) shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Registrable Transfer Restricted Securities and to permit resales of Registrable Initial Securities held by Participating Broker-Dealers as contemplated by Section 4 3(c) hereof. If an Exchange Offer Registration Statement is required to be filed and declared effective pursuant to the paragraph above, the Company and the Guarantors shall cause the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days after the date notice of the Exchange Offer is mailed to the Holders (the “Exchange Period”). The Company and the Guarantors shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Securities shall be included in the Exchange Offer Registration Statement. The Company and the Guarantors shall use their reasonable best efforts to cause the Exchange Offer to be Consummated on or before the Exchange Date. The Company and the Guarantors shall commence the Exchange Offer by mailing the related Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law, substantially the following:.

Registered Exchange Offer. To (a) If any of the extent Initial Securities are not prohibited Freely Tradable by any the 365th calendar day following the Closing Date, then, unless the Exchange Offer shall not be permissible under applicable law or applicable interpretations of Commission policy (after the Staffprocedures set forth in Section 6(a) below have been complied with), the Company and the Guarantors shall (i) file with the Commission an Exchange Offer Registration Statement with respect to a registered offer to exchange the Initial Securities for Exchange Securities under the Indenture in the same aggregate principal amount as and with terms that shall be identical in all respects to the Initial Securities (except that the Exchange Securities shall not contain terms with respect to the interest rate step-up provision and transfer restrictions), (ii) use their commercially reasonable best efforts to (i) cause to be filed with the SEC, a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer, (ii) cause such Exchange Offer Registration Statement to become effectiveeffective under the Securities Act, (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 Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of promptly after such Exchange Offer Registration StatementStatement is declared effective, commence the Exchange Offer. Each of the Company and the Guarantors shall use their reasonable best efforts to Consummate the 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, if required pursuant to this Section 2(a) Registration Statement shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Registrable Transfer Restricted Securities and to permit resales of Registrable Securities held by Participating Broker-Dealers as contemplated by Section 4 hereof. If an Exchange Offer Registration Statement is required to be filed and declared effective pursuant to the paragraph above, the Company and the Guarantors shall cause the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days after the date notice of the Exchange Offer is mailed to the Holders (the “Exchange Period”). The Company and the Guarantors shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Securities shall be included in the Exchange Offer Registration Statement. The Company and the Guarantors shall use their reasonable best efforts to cause the Exchange Offer to be Consummated on or before the Exchange Date. The Company and the Guarantors shall commence the Exchange Offer by mailing the related Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law, substantially the following:3(c) below.

Registered Exchange Offer. To the extent (a) Unless an Exchange Offer shall not prohibited by any be permissible under applicable law or applicable interpretations Commission policy (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 Staff, the Company and the Guarantors shall use their reasonable best efforts to (i) use its commercially reasonable efforts to cause to be filed with the SEC, Commission a Registration Statement under the Securities Act relating to the Exchange Securities and the related Exchange Offer, Offer for the Transfer Restricted Securities and (ii) use commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective, (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 registered pursuant to such Exchange Offer Registration Statement to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the such Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence the Exchange OfferOffer with respect to the Securities registered pursuant to such Exchange Offer Registration Statement. Each of the The Company and the Guarantors shall use their commercially reasonable best efforts to Consummate the such Exchange Offer with respect to the Securities registered pursuant to such Exchange Offer Registration Statement not later than 365 270 days following the Closing Date March 15,2010 (or if such 365th 270th day is not a Business Day, the next succeeding Business Day) (the “Exchange Date”). The Such Exchange Offer, if required pursuant to this Section 2(a) 3(a), shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Registrable Transfer Restricted Securities and to permit resales of Registrable such Transfer Restricted Securities held by Participating Broker-Dealers as contemplated by Section 4 3(c) hereof. If an Exchange Offer Registration Statement is required to be filed and declared effective pursuant to the paragraph above, Each of the Company and the Guarantors shall cause the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days after the date notice of the Exchange Offer is mailed to the Holders (the “Exchange Period”). The Company and the Guarantors shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Securities shall be included in the Exchange Offer Registration Statement. The Company and the Guarantors shall use their commercially reasonable best efforts to cause all Exchange Securities to have the Exchange Offer to be Consummated on or before the Exchange Date. The Company and the Guarantors shall commence the Exchange Offer by mailing the related Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law, substantially the following:same CUSIP number.

Registered Exchange Offer. To (a) Unless the extent Exchange Offer shall not prohibited by any be permissible under applicable law or applicable interpretations Commission policy (after the procedures set forth in Section 6(a) hereof have been complied with), each of the Staff, the Company Issuer and the Guarantors shall use their reasonable best efforts to (i) cause to be filed prepare and file with the SECCommission as soon as practicable after the Closing Date, a but in no event later than 180 days after the Closing Date, an Exchange Offer Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer, (ii) use their reasonable best efforts to cause such Exchange Offer Registration Statement to become effectiveeffective under the Securities Act at the earliest possible time, but in no event later than 230 days after the Closing 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) 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 Issuer and the Guarantors shall use their its reasonable best efforts to Consummate the Exchange Offer not later than 365 days following 30 Business Days after the Closing Date (or if such 365th day is not a Business Day, date the next succeeding Business Day) Exchange Offer Registration Statement was declared effective (the “Exchange Date”); provided, however, that the Issuer 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, if required pursuant to this Section 2(a) 3(a), shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Registrable Transfer Restricted Securities and to permit resales of Registrable Transfer Restricted Securities held by Participating Broker-Dealers as contemplated by Section 4 3(c) hereof. If an Exchange Offer Registration Statement is required to be filed and declared effective pursuant to the paragraph above, the Company and the Guarantors shall cause the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days after the date notice of the Exchange Offer is mailed to the Holders (the “Exchange Period”). The Company and the Guarantors shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Securities shall be included in the Exchange Offer Registration Statement. The Company and the Guarantors shall use their reasonable best efforts to cause the Exchange Offer to be Consummated on or before the Exchange Date. The Company and the Guarantors shall commence the Exchange Offer by mailing the related Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law, substantially the following:.

Registered Exchange Offer. To (a) Unless the extent Company shall reasonably determine that it is not prohibited permitted to file the Exchange Offer Registration Statement or to Consummate the Exchange Offer because the Exchange Offer is not permitted by any applicable law or applicable interpretations of Commission policy (after the Staffprocedures set forth in Section 6(a) hereof have been complied with), or there are no Transfer Restricted Securities outstanding, the Parent, the Company and the other Guarantors shall use their commercially reasonable best efforts to (i) cause to be filed with the SECCommission, a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer, (ii) cause such Registration Statement to become 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 under the Securities Act, (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 Parent, the Company and the other Guarantors shall use their commercially reasonable best efforts to Consummate the Exchange Offer not later than 365 days following the Closing Original Issue Date (or if such 365th day is not a Business Day, the next succeeding Business Day) (the “Exchange Date”); provided, however, that the Parent, the Company and the other Guarantors shall not be required to Consummate such Exchange Offer if all of the Initial Securities have ceased to be Transfer Restricted Securities on or before the Exchange Date. The Exchange Offer, if required pursuant to this Section 2(a) 3(a), shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Registrable Transfer Restricted Securities and to permit resales of Registrable Transfer Restricted Securities held by Participating Broker-Dealers as contemplated by Section 4 3(c) hereof. If an Exchange Offer Registration Statement is required to be filed and declared effective pursuant to the paragraph above, the Company and the Guarantors shall cause the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days after the date notice of the Exchange Offer is mailed to the Holders (the “Exchange Period”). The Company and the Guarantors shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Securities shall be included in the Exchange Offer Registration Statement. The Company and the Guarantors shall use their reasonable best efforts to cause the Exchange Offer to be Consummated on or before the Exchange Date. The Company and the Guarantors shall commence the Exchange Offer by mailing the related Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law, substantially the following:.

Registered Exchange Offer. To (a) Unless the extent Exchange Offer shall not prohibited by any be permissible under applicable law or applicable interpretations of Commission policy (after the Staffprocedures set forth in Section 6(a) hereof have been complied with), the Company Issuers and the Guarantors Parent shall use their commercially reasonable best efforts to (i) cause to be filed with the SEC, a Commission an Exchange Offer Registration Statement under the Securities Act relating to the Exchange Securities Notes and the Exchange Offer, (ii) cause such Exchange Offer Registration Statement to become effective, (iii) in connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause 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 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, however, that the Issuers and the Guarantors shall not be required to (1) qualify as a foreign corporation or other entity or as a dealer in securities in any jurisdiction where they would not otherwise be required to so qualify, (2) file any general consent to service of process in any such jurisdiction or (3) subject themselves to taxation, other than as to matters and transactions relating to the Shelf Registration Statement, in any jurisdiction where they are not then so subject, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence the Exchange Offer. Each of the Company and the Guarantors shall use their reasonable best efforts to Consummate the 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, if required pursuant to this Section 2(a) Registration Statement shall be on the appropriate form permitting registration of the Exchange Securities Notes to be offered in exchange for the Registrable Securities Transfer Restricted Notes and to permit resales of Registrable Securities Exchange Notes received in exchange for Initial Notes held by Participating Broker-Dealers as contemplated by Section 4 3(c) hereof. If an Exchange Offer Registration Statement is required to , which form shall be filed and declared effective pursuant to selected by the paragraph above, the Company Issuers and the Guarantors shall cause the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days after the date notice of the Exchange Offer is mailed to the Holders (the “Exchange Period”). The Company and the Guarantors shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Securities shall be included in the Exchange Offer Registration Statement. The Company and the Guarantors shall use their reasonable best efforts to cause the Exchange Offer to be Consummated on or before the Exchange Date. The Company and the Guarantors shall commence the Exchange Offer by mailing the related Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law, substantially the following:Parent.

Registered Exchange Offer. To (a) Unless the extent Exchange Offer shall not prohibited by any be permissible under applicable law or applicable interpretations Commission policy (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 Staff, the Company and the Guarantors shall use their reasonable best efforts to (i) cause to be filed with the SECCommission on or prior to 120 days after the Closing Date (or, if such 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 efforts to cause such Registration Statement to become effectivebe declared effective by the Commission not later than 180 days after the Closing Date (or if such 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. Each of the Company and the Guarantors shall use their its commercially reasonable best efforts to Consummate issue on or prior to 30 Business Days, or longer if required by the federal securities laws, after the date on which the Exchange Offer Registration Statement is declared effective by the Commission, Exchange Securities in exchange for all Transfer Restricted Securities validly tendered and not later than 365 days following validly withdrawn in the Closing Date (or if such 365th day is not a Business Day, the next succeeding Business Day) Exchange Offer (the “Exchange Date”); provided, however, that the Company shall not be required to Consummate such Exchange Offer if all of the Securities have been distributed to the public pursuant to Rule 144 under the Securities Act on or before the Exchange Date. The Exchange Offer, if required pursuant to this Section 2(a) 3(a), shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Registrable Transfer Restricted Securities and to permit resales of Registrable Transfer Restricted Securities held by Participating Broker-Dealers as contemplated by Section 4 3(c) hereof. If an Exchange Offer Registration Statement is required to be filed and declared effective pursuant to the paragraph above, the Company and the Guarantors shall cause the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days after the date notice of the Exchange Offer is mailed to the Holders (the “Exchange Period”). The Company and the Guarantors shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Securities shall be included in the Exchange Offer Registration Statement. The Company and the Guarantors shall use their reasonable best efforts to cause the Exchange Offer to be Consummated on or before the Exchange Date. The Company and the Guarantors shall commence the Exchange Offer by mailing the related Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law, substantially the following:.