Common use of Registered Exchange Offer Clause in Contracts

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) below have been complied with), the Company shall (i) cause to be filed with the Commission as soon as practicable after the Closing Date, but in no event later than 90 days after the Closing Date, a Registration Statement under the Act relating to the Series B Notes (including any Subsidiary Guarantees) and the Exchange Offer, (ii) use all commercially reasonable efforts to cause such Registration Statement to become effective at the earliest possible time, but in no event later than 150 days after the Closing Date (which 150-day period shall be extended for a number of days equal to the number of business days, if any, the Commission is officially closed during such period), (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 Act and (C) cause all necessary filings in connection with the registration and qualification of the Series B Notes (including any Subsidiary Guarantees) to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Registration Statement, commence the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting registration of the Series B Notes (including any Subsidiary Guarantees) to be offered in exchange for the Transfer Restricted Securities and to permit resales of Notes held by Broker-Dealers as contemplated by Section 3(c) below.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under permitted by applicable federal law or Commission policy (after the procedures set forth in Section 6(a6(a)(i) below hereof have been complied with), the Company and the Guarantors shall use their respective reasonable best efforts to (i) cause the Exchange Offer Registration Statement to be filed with the Commission as soon promptly as practicable after the Closing Date, but in no event later than 90 days after the Closing DateDate (such 90th day, a Registration Statement under the Act relating to the Series B Notes (including any Subsidiary Guarantees) and the Exchange Offer"Filing Deadline"), (ii) use all commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective at the earliest possible timeas promptly as practicable, but in no event later than 150 180 days after the Closing Date (which 150-day period shall be extended for a number of days equal to the number of business days, if anysuch 180th day, the Commission is officially closed during such period"Effectiveness Deadline"), (iii) in connection with the foregoing, file (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Registration Statement it to become effective, and (B) if applicablesubject to the proviso in Section 6(c)(xii) hereof, a post-effective amendment to such 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 Series B Exchange Notes (including any Subsidiary Guarantees) to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and, within the time periods contemplated by Section 3(b) hereof, Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Series B Exchange Notes (including any Subsidiary Guarantees) to be offered in exchange for the Initial Notes that are Transfer Restricted Securities and to permit (ii) resales of Exchange Notes held by Broker-Dealers that tendered into the Exchange Offer Initial Notes that such Broker-Dealer acquired for its own account as a result of its 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 3(c) belowhereof (each, a "Participating Broker Dealer").

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under permitted by applicable federal law or Commission policy (after the procedures set forth in Section 6(a6(a)(i) below hereof have been complied with), the Company Issuer and the Guarantors shall use their respective reasonable best efforts to (i) cause the Exchange Offer Registration Statement to be filed with the Commission as soon as practicable after the Closing Date, but in no event later than 90 120 days after the Closing DateDate (such 120th day, a Registration Statement under the Act relating to the Series B Notes (including any Subsidiary Guarantees) and the Exchange Offer"FILING DEADLINE"), (ii) use all commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective at the earliest possible time, but in no event later than 150 180 days after the Closing Date (which 150-day period shall be extended for a number of days equal to the number of business days, if anysuch 180th day, the Commission is officially closed during such period"EFFECTIVENESS DEADLINE"), (iii) in connection with the foregoing, file (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Registration Statement it to become effective, and (B) if applicablesubject to the proviso in Section 6(c)(xii) hereof, a post-effective amendment to such 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 Series B Notes (including any Subsidiary Guarantees) to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and, within the time periods contemplated by Section 3(b) hereof, Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Series B Notes (including any Subsidiary Guarantees) to be offered in exchange for the Series A Notes that are Transfer Restricted Securities and to permit (ii) resales of Series B Notes held by 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 Issuer or any of its Affiliates) as contemplated by Section 3(c) belowhereof.

Registered Exchange Offer. (a) Unless (i) the Exchange Offer shall not be permissible under permitted by applicable federal law or Commission policy (after the procedures set forth in Section 6(a4(a)(i) below have been complied with), and (ii) the credit rating assigned to NSC by both Rating Agencies falls below investment grade prior to any of the periods described in this Section 2(a) or Section 2(b) below, the Company shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission as soon as practicable after the Closing Date, but in no event later than 90 within 180 days after the Closing Date, a Registration Statement under the Act relating to the Series B Notes (including any Subsidiary Guarantees) and the Exchange Offer, (ii) use all commercially its reasonable best efforts to cause such Exchange Offer Registration Statement to become effective at the earliest possible time, but in no event later than 150 days after the Closing Date (which 150-day period shall be extended for a number of days equal to the number of business days, if any, the Commission is officially closed during such period)practicable time thereafter, (iii) in connection with the foregoing, file (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Act and (C) cause all necessary filings filings, if any, in connection with the registration and qualification of the Series B Notes (including any Subsidiary Guarantees) Exchange Certificates to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, Offer and (iv) upon promptly after the effectiveness of such Exchange Offer Registration Statement, commence and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting registration of the Series B Notes (including any Subsidiary Guarantees) Exchange Certificates to be offered in exchange for the Initial Certificates that are Transfer Restricted Securities and to permit resales sales of Notes held Broker-Dealer Transfer Restricted Securities by Restricted Broker-Dealers as contemplated by Section 3(c2(c) below.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) below have been complied with), the Company and the Guarantors shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission as soon as practicable after the Closing Date, but in no event later than 90 days after the Closing Date, a Registration Statement under the Act relating to the Series B Notes (including any Subsidiary Guarantees) and the Exchange Offer, (ii) use all commercially their reasonable best efforts to cause such Registration Statement to become effective at the earliest possible time, but in no event later than 150 210 days after the Closing Date (which 150-day period shall be extended for a number of days equal as such date relates to the number of business days, if anyExchange Offer Registration Statement, the Commission is officially closed during such period“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 Series B Notes (including any Subsidiary Guarantees) Exchange Securities to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Registration Statement, commence the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting registration of the Series B Notes (including any Subsidiary Guarantees) Exchange Securities and the related guarantees to be offered in exchange for the Transfer Restricted Securities and to permit resales of Notes Securities held by Broker-Dealers as contemplated by Section 3(c) below.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) below have been complied with), DigitalNet Holdings, the Company and the Subsidiary Guarantor shall (i) use commercially reasonable best efforts to cause to be filed with the Commission as soon as practicable 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 Series B Exchange Notes (including any Subsidiary Guarantees) and the Exchange Offer, (ii) use all their commercially reasonable best efforts to cause such Registration Statement to become effective at the earliest possible time, but in no event later than 150 180 days after the Closing Date (which 150-day period shall be extended for a number of days equal to the number of business days, if any, the Commission is officially closed during such period)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 Series B Exchange Notes (including any Subsidiary Guarantees) to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Registration Statement, commence the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting registration of the Series B Exchange Notes (including any Subsidiary Guarantees) to be offered in exchange for the Transfer Restricted Securities and to permit resales of Notes held by Broker-Dealers as contemplated by Section 3(c) below.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under permitted by applicable federal law or Commission policy (after the procedures set forth in Section 6(a6(a)(iii)(A) below hereof have been complied with), the Company and the Guarantors shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission as soon as practicable after the Closing Date, but in no event later than 90 60 days after the Closing Date, a Registration Statement under Date (such 60th day being the Act relating to the Series B Notes (including any Subsidiary Guarantees) and the Exchange Offer"Filing Deadline"), (ii) use all commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective at the earliest possible time, but in no event later than 150 days after the Closing Date (which 150-such 150th day period shall be extended for a number of days equal to being the number of business days, if any, the Commission is officially closed during such period"Effectiveness Deadline"), (iii) in connection with the foregoing, file (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Registration Statement 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 Series B Notes (including any Subsidiary Guarantees) to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Registration Statement, commence and use all commercially reasonable efforts to Consummate the Exchange OfferOffer on or prior to the 30th business day, or longer, if required by the federal securities laws, after the Registration Statement has become effective, (such 30th business day being the "Consummation Deadline"). The Exchange Offer shall be on the appropriate form permitting (x) registration of the Series B Notes (including any Subsidiary Guarantees) to be offered in exchange for the Series A Notes that are Transfer Restricted Securities and to permit (y) resales of Series B Notes held by 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 3(c) belowhereof.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under permitted by applicable federal law or Commission policy (after the procedures set forth in Section 6(a6(a)(i) below hereof have been complied with), the Company and the Guarantors shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission as soon as practicable after the Closing Date, but in no event later than 90 days after the Closing Date, a Registration Statement under Date (such 90th day being the Act relating to the Series B Notes (including any Subsidiary Guarantees) and the "Exchange OfferFiling Deadline"), (ii) use all commercially its reasonable best efforts to cause such Exchange Offer Registration Statement to become be declared effective at by the earliest possible time, but in no event later than 150 Commission on or prior to 180 days after the Closing Date (which 150-such 180th day period shall be extended for a number of days equal to being the number of business days, if any, the Commission is officially closed during such period"Exchange Effectiveness Deadline"), (iii) in connection with the foregoing, file (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Registration Statement 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 Series B Notes (including any Subsidiary Guarantees) to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and, within the time period set forth in Section 3(b) hereof, Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Series B Notes (including any Subsidiary Guarantees) to be offered in exchange for the Series A Notes that are Transfer Restricted Securities and to permit (ii) resales of Series B Notes held by 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 3(c) belowhereof.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under permitted by applicable federal law or Commission policy (after the procedures set forth in Section 6(a6(a)(i) below have been complied with), the Company shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission as soon as practicable after the Closing Date, but in no event later than 90 on or prior to 60 days after the Closing Date, a Registration Statement under Date (such 60th day being the Act relating to the Series B Notes (including any Subsidiary Guarantees) and the Exchange Offer“Filing Deadline”), (ii) use all commercially reasonable efforts to cause such Exchange Offer Registration Statement to become be declared effective at by the earliest possible time, but in no event later than Commission on or prior to 150 days after the Closing Date (which 150-such 150th day period shall be extended for a number of days equal to being the number of business days, if any, the Commission is officially closed during such period“Effectiveness Deadline”), (iii) in connection with the foregoing, file (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Registration Statement it to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Act and (C) use commercially reasonable efforts to cause all necessary filings filings, if any, in connection with the registration and qualification of the Series B Notes (including any Subsidiary Guarantees) to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Series B Notes (including any Subsidiary Guarantees) to be offered in exchange for the Series A Notes that are Transfer Restricted Securities and to permit (ii) resales of Series B Notes held by 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 3(c) below.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) below have been complied with), the Company and the Trust shall (i) cause to be filed with the Commission as soon as practicable after the Closing Date, but in no event later than 90 150 days after the Closing Date, a Registration Statement under the Securities Act relating to the Series B Notes (including any Subsidiary Guarantees) New Securities and the Exchange Offer, (ii) use all commercially reasonable their respective best efforts to cause such Registration Statement to become effective at the earliest possible time, but in no event later than 150 180 days after the Closing Date (which 150-day period shall be extended for a number of days equal to the number of business days, if any, the Commission is officially closed during such period)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 Series B Notes (including any Subsidiary Guarantees) New Securities to be made under the Blue Sky laws of such jurisdictions in the United States as are necessary to permit Consummation of the Exchange Offer, and (iv) upon unless the effectiveness of Exchange Offer would not be permitted by applicable law or Commission policy, the Company will commence the Exchange Offer and use its best efforts to issue on or prior to 30 business days after the date on which such Registration StatementStatement was declared effective by the Commission, commence New Securities in exchange for all Securities tendered prior thereto in the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting registration of the Series B Notes (including any Subsidiary Guarantees) New Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Notes New Securities held by Broker-Dealers as contemplated by Section 3(c) below.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under permitted by applicable federal law or Commission policy (after the procedures set forth in Section 6(a6(a)(i) below have been complied with), the Company and the Guarantors shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission as soon as practicable after the Closing Date, but in no event later than 90 150 days after the Closing Date, a Registration Statement under Date (such 150th day being the Act relating to the Series B Notes (including any Subsidiary Guarantees) and the Exchange Offer, "FILING DEADLINE"); (ii) use all commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective at the earliest possible time, but in no event later than 150 210 days after the Closing Date (which 150-such 210th day period shall be extended for a number of days equal to being the number of business days, if any, the Commission is officially closed during such period"EFFECTIVENESS DEADLINE"), ; (iii) in connection with the foregoing, file (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Registration Statement 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 Series B Notes (including any Subsidiary Guarantees) to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, ; and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Series B Notes (including any Subsidiary Guarantees) to be offered in exchange for the Series A Notes that are Transfer Restricted Securities and to permit (ii) resales of Series B Notes held by 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 3(c) below.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) below have been complied with)) or one of the events set forth in Section 4(a)(ii) has occurred, the Company and Parent Guarantor shall (i) use their reasonable best efforts to cause to be filed with the Commission as soon as practicable after the Closing Date, but in no event later than 90 150 days after the Closing Date, a Registration Statement under the Securities Act relating to the Series B Exchange Notes (including any Subsidiary Guarantees) and the Exchange Offer, (ii) use all commercially their reasonable best efforts to cause such Registration Statement to become be declared effective at by the earliest possible time, but in no event later than 150 Commission on or prior to 210 days after the Closing Date (which 150-day period shall be extended for a number of days equal to the number of business days, if any, the Commission is officially closed during such period)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 Series B Exchange Notes (including any Subsidiary Guarantees) to be made under the Blue Sky blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, Offer and (iv) upon the effectiveness of such Registration Statement, commence the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting registration of the Series B Exchange Notes (including any Subsidiary Guarantees) to be offered in exchange for the Transfer Restricted Securities and to permit resales of Exchange Notes held by Broker-Dealers as contemplated by Section 3(c) below.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) below have been complied with)) or one of the events set forth in Section 4(a)(ii) has occurred, the Company shall (i) cause to be filed with the Commission as soon as practicable promptly after the Closing Date, but in no event later than 90 60 days after the Closing Date, a Registration Statement under the Securities Act relating to the Series B Notes (including any Subsidiary Guarantees) New Securities and the Exchange Offer, (ii) use all commercially reasonable its best efforts to cause such Registration Statement to become effective at the earliest possible time, but in no event later than 150 120 days after the Closing Date (which 150-day period shall be extended for a number of days equal to the number of business days, if any, the Commission is officially closed during such period)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 Series B Notes (including any Subsidiary Guarantees) New Securities to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon unless the effectiveness of Exchange Offer would not be permitted by applicable law or Commission policy, the Company will commence the Exchange Offer and use its best efforts to issue on or prior to 30 business days after the date on which such Registration StatementStatement was declared effective by the Commission, commence New Securities in exchange for all Securities tendered prior thereto in the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting registration of the Series B Notes (including any Subsidiary Guarantees) New Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Notes New Securities held by Broker-Dealers as contemplated by Section 3(c) below.. The 60, 120 and 30 business day periods referred to in (i), (ii) and (iv) of this Section

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) below have been complied with), the Company and the Subsidiary Guarantors shall (i) cause to be filed with the Commission as soon as practicable after the Closing Date, but in no event later than 90 60 days after the Closing Date, a Registration Statement under the Act relating to the Series B Senior Subordinated Notes (including any Subsidiary Guarantees) and the Exchange Offer, (ii) use all commercially reasonable their best efforts to cause such Registration Statement to become effective at the earliest possible time, but in no event later than 150 days after the Closing Date (which 150-day period shall be extended for a number of days equal to the number of business days, if any, the Commission is officially closed during such period)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 Act and (C) cause all necessary filings filings, it any, in connection with the registration and qualification of the Series B Senior Subordinated Notes (including any Subsidiary Guarantees) to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, except as would subject it to service of process in suits or taxation, in each case, other than as to matters and transactions relating to the Registration Statement, Exchange Offer or Exempt Resales, in any jurisdiction where it is not now so subject and (iv) upon the effectiveness of such Registration Statement, commence the Exchange Offer. The Exchange Offer Registration Statement shall be on the appropriate form permitting registration of the Series B Senior Subordinated Notes (including any Subsidiary Guarantees) to be offered in exchange for the Transfer Restricted Securities and to permit resales of Series B Senior Subordinated Notes held by Broker-Dealers as contemplated by Section 3(c) below.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) below have been complied with), the Company Partnership shall (i) cause to be filed with the Commission as soon as practicable after the Closing Date, but in no event later than 90 120 days after the Closing Date, a the Exchange Offer Registration Statement under the Securities Act relating to the Series B New Senior Notes (including any Subsidiary Guarantees) and the Exchange Offer, (ii) use all commercially its reasonable best efforts to cause such Exchange Offer Registration Statement to become effective at the earliest possible time, but in no event later than 150 180 days after the Closing Date (which 150-day period shall be extended for a number of days equal to the number of business days, if any, the Commission is officially closed during such period)Date, (iii) in connection with the foregoing, file (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause 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 filings, if any, in connection with the registration and qualification of the Series B New Senior Notes (including any Subsidiary Guarantees) to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, Offer and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and Consummate the Exchange Offer. The Exchange Offer Registration Statement shall be on the appropriate form permitting registration of the Series B New Senior Notes (including any Subsidiary Guarantees) to be offered in exchange for the Transfer Restricted Securities and to permit resales sales of Notes held Broker- Dealer Transfer Restricted Securities by Broker-Dealers as contemplated by Section 3(c) below.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under permitted by applicable federal law or Commission policy (after the procedures set forth in Section 6(a6(a)(i) below hereof have been complied with), the Company Issuer and the Guarantors shall use their respective reasonable best efforts to (i) cause the Exchange Offer Registration Statement to be filed with the Commission as soon as practicable after the Closing Date, but in no event later than 90 days after the Closing DateDate (such 90th day, a Registration Statement under the Act relating to the Series B Notes (including any Subsidiary Guarantees) and the Exchange Offer"Filing Deadline"), (ii) use all commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective at the earliest possible time, but in no event later than 150 180 days after the Closing Date (which 150-day period shall be extended for a number of days equal to the number of business days, if anysuch 180th day, the Commission is officially closed during such period"Effectiveness Deadline"), (iii) in connection with the foregoing, file (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Registration Statement it to become effective, and (B) if applicablesubject to the proviso in Section 6(c)(xii) hereof, a post-effective amendment to such 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 Series B Notes (including any Subsidiary Guarantees) to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and, within the time periods contemplated by Section 3(b) hereof, Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Series B Notes (including any Subsidiary Guarantees) to be offered in exchange for the Series A Notes that are Transfer Restricted Securities and to permit (ii) resales of Series B Notes held by Broker-Dealers that tendered into the Exchange Offer Series A Notes that such Broker-Dealer acquired for its own account as a result of its market-making activities or other trading activities (other than Series A Notes acquired directly from the Issuer or any of its Affiliates) as contemplated by Section 3(c) belowhereof.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under permitted by applicable law or Commission policy (after the procedures set forth in Section 6(a6(a)(i) below have been complied with), the Company and the Guarantors shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission as soon as practicable after the Closing Date, but in no event later than 90 days after the Closing Date, a Registration Statement under Date (such 90th day being the Act relating to the Series B Notes (including any Subsidiary Guarantees) and the Exchange Offer“Filing Deadline”), (ii) use all commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective at the earliest possible time, but in no event later than 150 180 days after the Closing Date (which 150-such 180th day period shall be extended for a number of days equal to being the number of business days, if any, the Commission is officially closed during such period“Effectiveness Deadline”), (iii) in connection with the foregoing, file (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Registration Statement 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 Series B Exchange Notes (including any Subsidiary Guarantees) to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Series B Exchange Notes (including any Subsidiary Guarantees) to be offered in exchange for the Initial Notes that are Transfer Restricted Securities and to permit (ii) resales of Exchange Notes held by 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 3(c) below.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under permitted by applicable law or Commission policy (after the procedures set forth in Section 6(a6(a)(iii)(A) below hereof have been complied with), the Company and the Guarantors shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission as soon as practicable after the Closing Date, but in no event later than 90 45 days after the Closing Date, a Registration Statement under Date (such 45th day being the Act relating to the Series B Notes (including any Subsidiary Guarantees) and the Exchange Offer"Filing Deadline"), (ii) use all commercially their reasonable best efforts to cause such Exchange Offer Registration Statement to become effective at the earliest possible time, but in no event later than 150 120 days after the Closing Date (which 150-such 120th day period shall be extended for a number of days equal to being the number of business days, if any, the Commission is officially closed during such period"Effectiveness Deadline"), (iii) in connection with the foregoing, file (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Registration Statement 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 Series B Notes (including any Subsidiary Guarantees) to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Registration Statement, use their reasonable best efforts to commence and Consummate the Exchange Offer. Offer as soon as practicable after the Registration Statement has become effective but in no event later than 150 days after the Closing Date (such 150th day before the "Consummation Deadline.") The Exchange Offer shall be on the appropriate form permitting (x) registration of the Series B Notes (including any Subsidiary Guarantees) to be offered in exchange for the Series A Notes that are Transfer Restricted Securities and to permit (y) resales of Series B Notes held by 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 3(c) belowhereof.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under permitted by applicable federal law or Commission policy (after the procedures set forth in Section 6(a6(a)(i) below have been complied with), the Company shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission as soon as practicable after the Closing Date, but in no event later than 90 on or prior to 60 days after the Closing Date, a Registration Statement under Date (such 60th day being the Act relating to the Series B Notes (including any Subsidiary Guarantees) and the Exchange Offer"Filing Deadline"), (ii) use all commercially reasonable efforts to cause such Exchange Offer Registration Statement to become be declared effective at by the earliest possible time, but in no event later than Commission on or prior to 150 days after the Closing Date (which 150-such 150th day period shall be extended for a number of days equal to being the number of business days, if any, the Commission is officially closed during such period"Effectiveness Deadline"), (iii) in connection with the foregoing, file (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Registration Statement it to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Act and (C) use commercially reasonable efforts to cause all necessary filings filings, if any, in connection with the registration and qualification of the Series B Notes (including any Subsidiary Guarantees) to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Series B Notes (including any Subsidiary Guarantees) to be offered in exchange for the Series A Notes that are Transfer Restricted Securities and to permit (ii) resales of Series B Notes held by 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 3(c) below.

Registered Exchange Offer. (a1) Unless the Exchange Offer shall not be permissible under permitted by applicable federal law or Commission policy (after the procedures set forth in Section 6(a6(a)(i) below have been complied with), the Company and the Guarantors shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission as soon as practicable after the Closing Date, but in no event later than 90 75 days after the Closing Date, a Registration Statement under Date (such 75/th/ day being the Act relating to the Series B Notes (including any Subsidiary Guarantees) and the Exchange Offer"FILING DEADLINE"), (ii) use all commercially reasonable its best --------------- efforts to cause such Exchange Offer Registration Statement to become effective at the earliest possible time, but in no event later than 150 days after the Closing Date (which 150-such 150th day period shall be extended for a number of days equal to being the number of business days, if any, the Commission is officially closed during such period"EFFECTIVENESS DEADLINE"), (iii) in ---------------------- connection with the foregoing, file (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Registration Statement 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 Series B Notes (including any Subsidiary Guarantees) to be made under the Blue Sky laws of such jurisdictions in the United States and such other reason able jurisdictions requested by a Holder as are necessary to permit Consummation of the Exchange Offer, provided, however, that the Company shall not be required in connection therewith to register or qualify as a foreign corporation in any jurisdiction where it is not now so registered or 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 Exchange Offer 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. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Series B Notes (including any Subsidiary Guarantees) to be offered in exchange for the Series A Notes that are Transfer Restricted Securities and to permit (ii) resales of Series B Notes held by 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 3(c) below.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a6(a)(i) below have been complied with), the Company and the Guarantors shall (i) cause to be filed with the Commission as soon as practicable after the Closing Date, but in no event later than 90 45 days after the Closing Date, a Registration Statement under the Act relating to the Series B Notes (including any Subsidiary Guarantees) and the Exchange Offer, (ii) use all commercially reasonable their best efforts to cause such Registration Statement to become effective at the earliest possible time, but in no event later than 150 120 days after the Closing Date (which 150-day period shall be extended for a number of days equal to the number of business days, if any, the Commission is officially closed during such period)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 Act and (C) cause all necessary filings in connection with the registration and qualification of the Series B Notes (including any Subsidiary Guarantees) to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation 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 now so qualified (or was not so qualified immediately prior to its reincorporation as a Delaware corporation) or to take any action that would subject it to the service of process in suits or 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 Registration Statement, commence the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting registration of the Series B Notes (including any Subsidiary Guarantees) to be offered in exchange for the Transfer Restricted Securities and to permit resales of Notes held by Broker-Dealers as contemplated by Section 3(c) below.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) below have been complied with), the Company shall (i) cause to be filed with the Commission as soon as practicable after the Closing Date, but in no event later than 90 45 days after the Closing Date, a Registration Statement under the Act relating to the Series B Senior Subordinated Notes (including any Subsidiary Guarantees) and the Exchange Offer, (ii) use all commercially reasonable its best efforts to cause such Registration Statement to become effective at the earliest possible time, but in no event later than 150 120 days after the Closing Date (which 150-day period shall be extended for a number of days equal to the number of business days, if any, the Commission is officially closed during such period)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 Act and (C) cause all necessary filings filings, if any, in connection with the registration and qualification of the Series B Senior Subordinated Notes (including any Subsidiary Guarantees) to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, except as would subject it to service of process in suits or taxation, in each case, other than as to matters and transactions relating to the Registration Statement, Exchange Offer or Exempt Resales, in any jurisdiction where it is not now so subject and (iv) upon the effectiveness of such Registration Statement, commence the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting registration of the Series B Notes (including any Subsidiary Guarantees) Senior Subordinated Notes, to be offered in exchange for the Transfer Restricted Securities and to permit resales of Senior Subordinated Notes held by Broker-Dealers as contemplated by Section 3(c) below.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) below have been complied with), the Company and the Guarantors shall (i) cause to be filed with the Commission as soon as practicable after the Closing Date, but in no event later than 90 270 days after the Closing Date, a Registration Statement under the Securities Act relating to the Series B Exchange Notes (including any Subsidiary Guarantees) and the Exchange Offer, (ii) use all commercially their reasonable best efforts to cause such Registration Statement to become effective at the earliest possible timetime after the filing thereof, but in no event later than 150 330 days after the Closing Date (which 150-day period shall be extended for a number of days equal to the number of business days, if any, the Commission is officially closed during such period)Date, (iii) in connection with the foregoing, file (A) file all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) file, if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Series B Exchange Notes (including any Subsidiary Guarantees) to be made under the Blue Sky blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, provided 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 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. The Exchange Offer shall be on the appropriate form permitting registration of the Series B Exchange Notes (including any Subsidiary Guarantees) to be offered in exchange for the Transfer Restricted Securities and to permit resales of Notes held by Broker-Dealers as contemplated by Section 3(c) below.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) below have been complied with), the The Company shall (i) cause to be filed with the Commission as soon as practicable after the Closing Settlement Date, but in no event later than 90 60 days after the Closing Settlement Date, a Registration Statement under the Act relating to the Series B Notes (including any Subsidiary Guarantees) and the Exchange Offer, (ii) use all commercially its reasonable best efforts to cause such Registration Statement to become effective at the earliest possible time, but in no event later than 150 120 days after the Closing Date (which 150-day period shall be extended for a number of days equal to the number of business days, if any, the Commission is officially closed during such period)Settlement 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, effective and (B) if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Act and Act, (Civ) cause all necessary filings in connection with the registration and qualification of the Series B Notes (including any Subsidiary Guarantees) to be made under the Blue Sky laws of such jurisdictions within the United States as are necessary to permit Consummation of the Exchange Offer, Offer and (ivv) upon unless the effectiveness of such Registration StatementExchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) below have been complied with), commence the Exchange Offer and use its reasonable best efforts to issue on or prior to 30 business days after the date on which the Exchange Offer Registration Statement was declared effective by the Commission, Series B Notes in exchange for all Series A Notes properly tendered prior thereto in accordance with the terms of the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting registration of the Series B Notes (including any Subsidiary Guarantees) to be offered in exchange for the Transfer Restricted Securities and to permit resales of Notes held by Broker-Dealers as contemplated by Section 3(c) below.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under permitted by applicable federal law or Commission policy (after the procedures set forth in Section 6(a6(a)(i) below have been complied with), the Company and the Guarantors shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission as soon as practicable after the Closing Date, but in no event later than 90 days after the Closing Date, a Registration Statement under Date (such 90th day being the Act relating to the Series B Notes (including any Subsidiary Guarantees) and the Exchange Offer"Filing Deadline"), (ii) use all --------------- commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective at the earliest possible time, but in no event later than 150 180 days after the Closing Date (which 150-such 180th day period shall be extended for a number of days equal to being the number of business days, if any, the Commission is officially closed during such period"Effectiveness Deadline"), (iii) in connection with the foregoing, file (A) file all ---------------------- pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Registration Statement 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 Series B Notes (including any Subsidiary Guarantees) to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Series B Notes (including any Subsidiary Guarantees) to be offered in exchange for the Series A Notes that are Transfer Restricted Securities and to permit (ii) resales of Series B Notes held by 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 3(c) below.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) below hereof have been complied with), each of the Company Issuer and the Guarantors shall (i) cause to be filed with the Commission as soon as practicable after by the Closing Date, but in date that is no event later than 90 180 days after the Closing DateDate (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 Series B Notes (including any Subsidiary Guarantees) Exchange Securities and the Exchange Offer, (ii) use all commercially its reasonable best efforts to cause such Registration Statement to become effective at the earliest possible time, but in no event later than 150 days after the Closing Date (which 150-day period shall be extended for a number of days equal to the number of business days, if any, the Commission is officially closed during such period), (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 Series B Notes (including any Subsidiary Guarantees) Exchange Securities to be made under the Blue Sky state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Registration Statement, commence the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting registration of the Series B Notes (including any Subsidiary Guarantees) Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Notes Initial Securities held by Broker-Dealers as contemplated by Section 3(c) belowhereof.

Registered Exchange Offer. (a) 3.1 Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) below have been complied with), the Company and the Guarantors shall (i) cause to be filed with the Commission as soon as practicable after the Closing Date, but in no event later than 90 days after the Closing Date, a Registration Statement under the Act relating to the Series B Notes (including any the Subsidiary Guarantees) and the Exchange Offer, (ii) use all commercially reasonable efforts to cause such Registration Statement to become effective at the earliest possible time, but in no event later than 150 days after the Closing Date (which 150-day period shall be extended for a number of days equal to the number of business days, if any, the Commission is officially closed during such period), (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 Act and (C) cause all necessary filings in connection with the registration and qualification of the Series B Notes (including any the Subsidiary Guarantees) to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Registration Statement, commence the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting registration of the Series B Notes (including any the Subsidiary Guarantees) to be offered in exchange for the Transfer Restricted Securities and to permit resales of Notes held by Broker-Dealers as contemplated by Section 3(c) below.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible permitted under applicable federal law or Commission policy (after the procedures set forth in Section 6(a) below have been complied with), the Company Issuers and the Guarantors shall (i) use all commercially reasonable efforts to cause the Exchange Offer Registration Statement to be filed with the Commission as soon as practicable after the Closing Date, but in no event later than 90 days after the Closing Date, a Registration Statement under Date (such 90th day being the Act relating to the Series B Notes (including any Subsidiary Guarantees) and the Exchange Offer"Filing Deadline"), (ii) use all commercially reasonable efforts to cause such Exchange Offer Registration Statement to become be declared effective at the earliest possible time, but in no event later than 150 180 days after the Closing Date (which 150-such 180th day period shall be extended for a number of days equal to being the number of business days, if any, the Commission is officially closed during such period"Effectiveness Deadline"), (iii) in connection with the foregoing, file (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Act and (C) cause all necessary filings filings, if any, in connection with the registration and qualification of the Series B Notes (including any and the related Subsidiary Guarantees) Guarantees to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting registration of the Series B Notes (including any and the related Subsidiary Guarantees) Guarantees to be offered in exchange for the Series A Notes that are Transfer Restricted Securities and to permit permitting resales of Series B Notes held by Broker-Dealers that tendered into the Exchange Offer Series A Notes that such Broker-Dealer 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 Issuers or any of their Affiliates) as contemplated by Section 3(c) below.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) below have been complied with), the Company and the Guarantors shall (i) cause to be filed with the Commission as soon as practicable after the Closing Date, but in no event later than 90 45 days after the Closing Date, a Registration Statement under the Act relating to the Series B Exchange Notes (including any Subsidiary Guarantees) and the Exchange Offer, (ii) use all commercially reasonable their best efforts to cause such Registration Statement to become effective at the earliest possible time, but in no event later than 150 105 days after the Closing Date date on which such Registration Statement is filed with the Commission (which 150105-day period shall be extended for a number of days equal to the number of business daysBusiness Days (as defined in the Indenture), if any, that the Commission is officially closed during such period), (iii) in connection with the foregoing, file (A) file all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) file, if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Act and (C) cause all necessary filings in connection with the registration and qualification of the Series B Exchange Notes (including any Subsidiary Guarantees) to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Registration Statement, commence the Exchange Offer. The Exchange Offer Registration Statement shall be on the appropriate form permitting registration of the Series B Exchange Notes (including any Subsidiary Guarantees) to be offered in exchange for the Transfer Restricted Securities and to permit resales of Notes held by Broker-Dealers as contemplated by Section 3(c) below.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under permitted by applicable federal law or Commission policy (after the procedures set forth in Section 6(a6(a)(i) below have been complied with), the Company and the Guarantors shall use their respective reasonable best efforts to (i) cause the Exchange Offer Registration Statement to be filed with the Commission as soon as practicable after the Closing Date, but in no event later than 90 days after the Closing Date, a Registration Statement under Date (such 90th day being the Act relating to the Series B Notes (including any Subsidiary Guarantees) and the Exchange Offer"FILING DEADLINE"), (ii) use all commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective at the earliest possible time, but in no event later than 150 180 days after the Closing Date (which 150-such 180th day period shall be extended for a number of days equal to being the number of business days, if any, the Commission is officially closed during such period"EFFECTIVENESS DEADLINE"), (iii) in connection with the foregoing, file (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Registration Statement 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) subject to the proviso in section 6(c)(xii) cause all necessary filings filings, if any, in connection with the registration and qualification of the Series B Notes (including any Subsidiary Guarantees) to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Series B Notes (including any Subsidiary Guarantees) to be offered in exchange for the Series A Notes that are Transfer Restricted Securities and to permit (ii) resales of Series B Notes held by 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 3(c) below.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) below have been complied with), the Company Partnership shall (i) cause to be filed with the Commission as soon as practicable after the Closing Date, but in no event later than 90 120 days after the Closing Date, a the Exchange Offer Registration Statement under the Securities Act relating to the Series B New Senior Notes (including any Subsidiary Guarantees) and the Exchange Offer, (ii) use all commercially its reasonable best efforts to cause such Exchange Offer Registration Statement to become effective at the earliest possible time, but in no event later than 150 180 days after the Closing Date (which 150-day period shall be extended for a number of days equal to the number of business days, if any, the Commission is officially closed during such period)Date, (iii) in connection with the foregoing, file (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause 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 filings, if any, in connection with the registration and qualification of the Series B New Senior Notes (including any Subsidiary Guarantees) to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, Offer and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and Consummate the Exchange Offer. The Exchange Offer Registration Statement shall be on the appropriate form permitting registration of the Series B New Senior Notes (including any Subsidiary Guarantees) to be offered in exchange for the Transfer Restricted Securities and to permit resales sales of Notes held Broker-Dealer Transfer Restricted Securities by Broker-Dealers as contemplated by Section 3(c) below.

Registered Exchange Offer. (a) Unless (i) the Exchange Offer shall not be permissible under permitted by applicable federal law or Commission policy (after the procedures set forth in Section 6(a4(a)(i) below have been complied with), and (ii) the credit rating assigned to BNSF by both Rating Agencies falls below investment grade prior to any of the periods described in this Section 2(a) or Section 2(b) below, the Company shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission as soon as practicable after the Closing Date, but in no event later than 90 within 180 days after the Closing Date, a Registration Statement under the Act relating to the Series B Notes (including any Subsidiary Guarantees) and the Exchange Offer, (ii) use all commercially its reasonable best efforts to cause such Exchange Offer Registration Statement to become effective at the earliest possible time, but in no event later than 150 days after the Closing Date (which 150-day period shall be extended for a number of days equal to the number of business days, if any, the Commission is officially closed during such period)practicable time thereafter, (iii) in connection with the foregoing, file (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Act and (C) cause all necessary filings filings, if any, in connection with the registration and qualification of the Series B Notes (including any Subsidiary Guarantees) Exchange Certificates to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, Offer and (iv) upon promptly after the effectiveness of such Exchange Offer Registration Statement, commence and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting registration of the Series B Notes (including any Subsidiary Guarantees) Exchange Certificates to be offered in exchange for the Initial Certificates that are Transfer Restricted Securities and to permit resales sales of Notes held Broker-Dealer Transfer Restricted Securities by Restricted Broker-Dealers as contemplated by Section 3(c2(c) below.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under permitted by applicable federal law or Commission policy (after the procedures set forth in Section 6(a6(a)(i) below have been complied with), the Company and the Guarantors shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission as soon as practicable after the Closing Date, but in no event later than 90 on or prior to 120 days after the Closing Date, a Registration Statement under Date (such 120th day being the Act relating to the Series B Notes (including any Subsidiary Guarantees) and the Exchange Offer“Filing Deadline”), (ii) use all commercially reasonable efforts to cause such Exchange Offer Registration Statement to become be declared effective at by the earliest possible time, but in no event later than 150 Commission on or prior to 180 days after the Closing Date (which 150-such 180th day period shall be extended for a number of days equal to being the number of business days, if any, the Commission is officially closed during such period“Effectiveness Deadline”), (iii) in connection with the foregoing, file (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Registration Statement 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 Series B Notes (including any Subsidiary Guarantees) to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Registration Statement, commence and use its commercially reasonable efforts to Consummate the Exchange OfferOffer not later than 30 Business Days, or longer, if required by the federal securities laws, after the Exchange Offer Registration Statement is declared effective (such 30th day being the “Consummation Deadline”). The Exchange Offer shall be on the appropriate form permitting (i) registration of the Series B Notes (including any Subsidiary Guarantees) to be offered in exchange for the Series A Notes that are Transfer Restricted Securities and to permit (ii) resales of Series B Notes held by 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 3(c) below.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) below have been complied with), the The Company shall (i) cause to be filed with the Commission as soon as practicable after the Closing Notice Date, but in no event later than 90 120 days after the Closing Notice Date, a Registration Statement under the Act relating to the Series B Notes (including any Subsidiary Guarantees) and the Exchange Offer, (ii) use all commercially its reasonable best efforts to cause such Registration Statement to become effective at the earliest possible time, but in no event later than 150 180 days after the Closing Date (which 150-day period shall be extended for a number of days equal to the number of business days, if any, the Commission is officially closed during such period)Notice 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, effective and (B) if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Act and Act, (Civ) cause all necessary filings in connection with the registration and qualification of the Series B Notes (including any Subsidiary Guarantees) to be made under the Blue Sky laws of such jurisdictions within the United States as are necessary to permit Consummation of the Exchange Offer, Offer and (ivv) upon unless the effectiveness of such Registration StatementExchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) below have been complied with), commence the Exchange Offer and use its reasonable best efforts to issue on or prior to 30 business days after the date on which the Exchange Offer Registration Statement was declared effective by the Commission, Series B Notes in exchange for all Series A Notes properly tendered prior thereto in accordance with the terms of the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting registration of the Series B Notes (including any Subsidiary Guarantees) to be offered in exchange for the Transfer Restricted Securities and to permit resales of Notes held by Broker-Dealers as contemplated by Section 3(c) below.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under permitted by applicable federal law or Commission policy (after the procedures set forth in Section 6(a6(a)(i) below hereof have been complied with), the Company Issuer shall use its reasonable best efforts to (i) cause the Exchange Offer Registration Statement to be filed with the Commission as soon as practicable after the Closing Date, but in no event later than 90 days after the Closing DateDate (such 90th day, a Registration Statement under the Act relating to the Series B Notes (including any Subsidiary Guarantees) and the Exchange Offer"Filing Deadline"), (ii) use all commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective at the earliest possible time, but in no event later than 150 180 days after the Closing Date (which 150-day period shall be extended for a number of days equal to the number of business days, if anysuch 180th day, the Commission is officially closed during such period"Effectiveness Deadline"), (iii) in connection with the foregoing, file (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Registration Statement it to become effective, and (B) if applicablesubject to the proviso in Section 6(c)(xii) hereof, a post-effective amendment to such 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 Series B Notes (including any Subsidiary Guarantees) Debentures to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and, within the time periods contemplated by Section 3(b) hereof, Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Series B Notes (including any Subsidiary Guarantees) Debentures to be offered in exchange for the Series A Debentures that are Transfer Restricted Securities and to permit (ii) resales of Notes held Series B Debentures by Broker-Dealers that tendered into the Exchange Offer Series A Debentures that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Series A Debentures acquired directly from the Issuer or any of its Affiliates) as contemplated by Section 3(c) belowhereof.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) below hereof have been complied with), each of the Company and the Guarantors shall (ii)(A) use its commercially reasonable efforts to cause to be filed with the Commission as soon as practicable 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 Series B Notes (including any Subsidiary Guarantees) Exchange Securities and the Exchange Offer, Offer and (iiB) use all commercially reasonable efforts to cause such Registration Statement to become effective at the earliest possible time, but in no event later than 150 days after the Closing Date (which 150-day period shall be extended for a number of days equal to the number of business days, if any, the Commission is officially closed during such period)effective, (iiiii) in connection with the foregoing, file (A) file all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, file a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Series B Notes (including any Subsidiary Guarantees) Exchange Securities to be made under the Blue Sky state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iviii) upon the effectiveness of such Registration Statement, commence the Exchange Offer. Each of the Company and the Guarantors shall use commercially reasonable efforts to Consummate the Exchange Offer not later than September 1, 2019 (the “Exchange Date”). The Exchange Offer Offer, if required pursuant to this Section 3(a), shall be on the appropriate form permitting registration of the Series B Notes (including any Subsidiary Guarantees) Exchange Securities of the applicable series to be offered in exchange for the Transfer Restricted Securities of such series and to permit resales of Notes Transfer Restricted Securities of such series held by Broker-Dealers as contemplated by Section 3(c) belowhereof.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under permitted by applicable law or Commission policy (after the procedures set forth in Section 6(a) below have been complied with)policy, the Company and the Guarantors shall (i) cause to be filed file with the Commission as soon as practicable after the Closing Date, but in no event later than 90 on or prior to 60 days after the Closing Issue Date, a Registration Statement under the Act relating to the Series B Notes (including any Notes, the Subsidiary Guarantees) Guarantees and the Exchange Offer, (ii) use all commercially reasonable their best efforts to cause have such Registration Statement declared effective by the Commission under the Act on or prior to become effective at the earliest possible time, but in no event later than 150 120 days after the Closing Date (which 150-day period shall be extended for a number of days equal to the number of business daysIssue Date, if any, the Commission is officially closed during such period), and (iii) commence the Exchange Offer and use their best efforts to issue, on or prior to 180 days after the Issue Date, Series B Notes in exchange for all Series A Notes validly tendered prior thereto in the Exchange Offer. In connection with the foregoing, the Company and the Guarantors shall 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 Act and (C) cause all necessary filings in connection with the registration and qualification of the Series B Notes (including any and the Subsidiary Guarantees) Guarantees to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Registration Statement, commence the Exchange OfferOffer to be Consummated. The Exchange Offer Registration Statement shall be on the appropriate form under the Act permitting registration of the Series B Notes (including any Subsidiary Guarantees) to be offered in exchange for the Transfer Restricted Securities and to permit resales of the Series B Notes held by Broker-Dealers as contemplated by Section 3(c) below. The Exchange Offer shall not be subject to any condition, other than that the Exchange Offer does not violate any applicable law or Commission policy.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) below have been complied with), the The Company shall (i) cause to be filed with the Commission as soon as practicable after the Closing Settlement Date, but in no event later than 90 days after the Closing Settlement Date, a Registration Statement under the Act relating to the Series B Notes (including any Subsidiary Guarantees) Preferred Stock and the Exchange Offer, (ii) use all commercially its reasonable best efforts to cause such Registration Statement to become effective at the earliest possible time, but in no event later than 150 90 days after filing the Closing Date (which 150-day period shall be extended for a number of days equal to the number of business days, if any, the Commission is officially closed during such period)Registration Statement, (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, effective and (B) if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Act and Act, (Civ) cause all necessary filings in connection with the registration and qualification of the Series B Preferred Stock and the Exchange Notes (including any Subsidiary Guarantees) to be made under the Blue Sky laws of such jurisdictions within the United States as are necessary to permit Consummation of the Exchange Offer, Offer and (ivv) upon unless the effectiveness of such Registration StatementExchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) below have been complied with), commence the Exchange Offer and use its reasonable best efforts to issue on or prior to 30 business days after the date on which the Exchange Offer Registration Statement was declared effective by the Commission, Series B Preferred Stock in exchange for all Series A Preferred Stock properly tendered prior thereto in accordance with the terms of the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting registration of the Series B Notes (including any Subsidiary Guarantees) Preferred Stock to be offered in exchange and the Exchange Notes for the Transfer Restricted Securities and to permit resales of Notes Preferred Stock and the Exchange Notes, if issued, held by Broker-Dealers as contemplated by Section 3(c) below.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under permitted by applicable federal law or Commission policy (after the procedures set forth in Section 6(a6(a)(i) below hereof have been complied with), the Company and the Guarantors shall use their respective reasonable best efforts to (i) cause the Exchange Offer Registration Statement to be filed with the Commission as soon as practicable after the Closing Date, but in no event later than 90 days after the Closing DateDate (such 90th day, a Registration Statement under the Act relating to the Series B Notes (including any Subsidiary Guarantees) and the Exchange Offer"FILING DEADLINE"), (ii) use all commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective at the earliest possible time, but in no event later than 150 180 days after the Closing Date (which 150-day period shall be extended for a number of days equal to the number of business days, if anysuch 180th day, the Commission is officially closed during such period"EFFECTIVENESS DEADLINE"), (iii) in connection with the foregoing, file (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Registration Statement it to become effective, and (B) if applicablesubject to the proviso in Section 6(c)(xii) hereof, a post-effective amendment to such 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 Series B Notes (including any Subsidiary Guarantees) to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and, within the time periods contemplated by Section 3(b) hereof, Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Series B Notes (including any Subsidiary Guarantees) to be offered in exchange for the Series A Notes that are Transfer Restricted Securities and to permit (ii) resales of Series B Notes held by Broker-Dealers that tendered into the Exchange Offer Series A Notes that such Broker-Dealer acquired for its own account as a result of its 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 3(c) belowhereof.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a6(a)(i) below have been complied with), the Company and the Guarantors shall (i) cause to be filed with the Commission as soon as practicable after the Closing Date, but in no event later than 90 45 days after the Closing Date, a Registration Statement under the Act relating to the Series B Notes (including any the Subsidiary Guarantees) and the Exchange Offer, (ii) use all commercially reasonable best efforts to cause such Registration Statement to become effective at the earliest possible time, but in no event later than 150 days after the Closing Date (which 150-day period shall be extended for a number of days equal to the number of business days, if any, the Commission is officially closed during such period)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) file, if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Act and (C) cause all necessary filings in connection with the registration and qualification of the Series B Notes (including any the Subsidiary Guarantees) to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange OfferOffer (subject to the limitations of Section 6(d)(x)), and (iv) upon the effectiveness of such Registration Statement, commence and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting registration of the Series B Notes (including any the Subsidiary Guarantees) to be offered in exchange for the Notes that are Transfer Restricted Securities and to permit resales of Notes held by Broker-Dealers (other than unsold allotments held by the Initial Purchasers) as contemplated by Section 3(c) below.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under permitted by applicable federal law or Commission policy (after the procedures set forth in Section 6(a6(a)(i) below have been complied with), the Company and the Guarantors shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission as soon promptly as practicable after the Closing Date, but in no event later than 90 days after the Closing DateDate (such 90th day, a Registration Statement under the Act relating to the Series B Notes (including any Subsidiary Guarantees) and the Exchange Offer"Filing Deadline"), (ii) use all commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective at the earliest possible timeas promptly as practicable, but in no event later than 150 180 days after the Closing Date (which 150-day period shall be extended for a number of days equal to the number of business days, if anysuch 180th day, the Commission is officially closed during such period"Effectiveness Deadline"), (iii) in connection with the foregoing, file (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Registration Statement it to become effective, effective and (B) if applicable, a post-effective amendment subject to such Registration Statement pursuant to Rule 430A under the Act and (Cproviso in Section 6(c)(xii) hereof cause all necessary filings filings, if any, in connection with the registration and qualification of the Series B Exchange Notes (including any Subsidiary Guarantees) to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence commence, within the time periods contemplated by Section 3(b) hereof, and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Series B Exchange Notes (including any Subsidiary Guarantees) to be offered in exchange for the Initial Notes that are Transfer Restricted Securities and to permit (ii) resales of Exchange Notes held by Broker-Dealers that tendered into the Exchange Offer Initial Notes that such Broker-Dealer acquired for its own account as a result of its 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 3(c) below.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under permitted by applicable federal law or Commission policy (after the procedures set forth in Section 6(a6(a)(i) below have been complied with), the Company shall and the Guarantors (i) will use their reasonable best efforts to (A) cause the Exchange Offer Registration Statement to be filed with the Commission as soon as practicable after the Closing Date, but in no event later than 90 60 days after the Closing Date, a Registration Statement under Date (such 60th day being the Act relating to the Series B Notes (including any Subsidiary Guarantees) and the Exchange Offer"FILING DEADLINE"), (iiB) use all commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective at the earliest possible time, but in no event later than 150 days after the Closing Date (which 150-such 150th day period shall be extended for a number of days equal to being the number of business days, if any, the Commission is officially closed during such period"EFFECTIVENESS DEADLINE"), (iiiC) in connection with the foregoing, (1) file (A) all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Registration Statement it to become effective, (B2) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Act and (C3) cause all necessary filings filings, if any, in connection with the registration and qualification of the Series B New Notes (including any Subsidiary Guarantees) to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (ivD) upon subject to Section 6(d) hereof, following the effectiveness of such Exchange Offer Registration Statement, commence and Consummate the Exchange Offer. The Offer within 180 days after the Closing Date (such 180th day being the "CONSUMMATION DEADLINE"), or (ii) on or prior to the Filing Deadline referred to in clause (i) above, give written notice to the Initial Purchasers, in the form provided for in Exhibits B1 and B2 hereto, of the Company's election to effect the Exchange Offer shall be on the appropriate form permitting registration by means of the Series B Notes (including any Subsidiary GuaranteesUniversal Shelf Registration Statement, in which case the requirements set forth in clauses 3(a)(i)(A), 3(a)(i)(B) to be offered in exchange for and 3(a)(i)(C)(1) above shall not apply and the Transfer Restricted Securities and to permit resales of Notes held by Broker-Dealers as contemplated by Section 3(c) below.term "

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under permitted by applicable federal law or Commission policy (after the procedures set forth in Section 6(a6(a)(i) below have been complied with), the Company shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission as soon as practicable after the Closing Datedate of the filing (the "FILING DATE") of the Company's Annual Report on Form 10-K for the year ending May 31, 1998, but in no event later than 90 30 days after the Closing Date, a Registration Statement under Filing Date (such 30th day being the Act relating to the Series B Notes (including any Subsidiary Guarantees) and the Exchange Offer"FILING DEADLINE"), (ii) use all its commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective at the earliest possible time, but in no -3- event later than 150 90 days after the Closing Filing Date (which 150-such 90th day period shall be extended for a number of days equal to being the number of business days, if any, the Commission is officially closed during such period"EFFECTIVENESS DEADLINE"), (iii) in connection with the foregoing, file (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Registration Statement it to become effective, effective and (B) if applicable, a post-effective amendment to such 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 Series B Notes (including any Subsidiary Guarantees) to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, use its commercially reasonable efforts to commence and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Series B Notes (including any Subsidiary Guarantees) to be offered in exchange for the Series A Notes that are Transfer Restricted Securities and to permit (ii) resales of Series B Notes held by 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 3(c) below.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under permitted by applicable federal law or Commission policy (after the procedures set forth in Section 6(a6(a)(i) below have been complied with), the Company and the Guarantors shall (i) cause to be filed with the Commission as soon as practicable after the Closing Date, but in no event later than 90 45 days after the Closing Date, a Registration Statement under the Act relating to the Series B Notes (including any Subsidiary Guarantees) and the Exchange OfferOffer Registration Statement, (ii) use all commercially reasonable its best efforts to cause such Exchange Offer Registration Statement to become effective at the earliest possible time, but in no event later than 150 120 days after the Closing Date (which 150-day period shall be extended for a number of days equal to the number of business days, if any, the Commission is officially closed during such period)Date, (iii) in connection with the foregoing, file (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Act and (C) cause all necessary filings filings, if any, in connection with the registration and qualification of the Series B Notes (including any Subsidiary Guarantees) to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting registration of the Series B Notes (including any Subsidiary Guarantees) to be offered in exchange for the Series A Notes that are Transfer Restricted Securities and to permit resales sales of Notes held Broker-Dealer Transfer Restricted Securities by Restricted Broker-Dealers as contemplated by Section 3(c) below.

Registered Exchange Offer. (a) Unless The Company and the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) below have been complied with), the Company Guarantors shall (i) cause use their commercially reasonable efforts to be filed file the Exchange Offer Registration Statement with the Commission as soon as practicable after on or prior to April 30, 2013 (such date being the Closing Date, but in no event later than 90 days after the Closing Date, a Registration Statement under the Act relating to the Series B Notes (including any Subsidiary Guarantees) and the Exchange Offer“Filing Deadline”), (ii) use all commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective at on or prior to July 29, 2013 (such date being the earliest possible time, but in no event later than 150 days after the Closing Date (which 150-day period shall be extended for a number of days equal to the number of business days, if any, the Commission is officially closed during such period“Effectiveness Deadline”), (iii) unless the Registered Exchange Offer shall not be permitted by applicable law or interpretation thereof or Commission policy (after the procedures set forth in connection with the foregoingSection 6(a)(i) below have been complied with), 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 Act and (C) cause all necessary filings in connection with the registration and qualification of the Series B Notes (including any Subsidiary Guarantees) to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, (A) commence and Consummate the Registered Exchange Offer; and (B) use all commercially reasonable efforts to issue on or prior to 30 Business Days, or longer, if required by applicable securities laws, after the date on which the Exchange Offer Registration Statement was declared effective by the Commission (such 30th day, or such later date required by the federal securities laws, being the “Consummation Deadline”), Exchange Notes in exchange for all Initial Notes tendered prior thereto in the Registered Exchange Offer. The Registered Exchange Offer shall be on the appropriate form permitting (i) registration of the Series B Exchange Notes (including any Subsidiary Guarantees) to be offered in exchange for the Transfer Restricted Initial Notes that are Entitled Securities and to permit (ii) resales of Exchange Notes held by Broker-Dealers that tendered into the Registered 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 3(c) below.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) below have been complied with), the Company shall (i) cause to be filed with the Commission as soon as practicable after the Closing Date, but in no event later than 90 on or prior to 45 days after the Closing Date, a Registration Statement under the Act relating to the Series B Notes (including any Subsidiary Guarantees) Registered Securities and the Exchange Offer, (ii) use all commercially reasonable efforts to cause such Registration Statement to become effective at the earliest possible time, but in no event later than on or prior to 150 days after the Closing Date (which 150-day period shall be extended for a number of days equal to the number of business days, if any, the Commission is officially closed during such period)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 Act and (C) cause all necessary filings in connection with the registration and qualification of the Series B Notes (including any Subsidiary Guarantees) Registered Securities to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Registration Statement, commence the Exchange OfferOffer and use commercially reasonable efforts to cause the Exchange Offer to be Consummated on the earliest practicable date after the Exchange Offer Registration Statement has become effective, but in no event later than 180 days after the Closing Date. The Exchange Offer shall be on the appropriate form permitting registration of the Series B Notes (including any Subsidiary Guarantees) Registered Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Notes Securities held by Broker-Dealers as contemplated by Section 3(c2(c) below.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) below hereof have been complied with), each of the Company Company, the Guarantors and the Pledgors shall (i) cause to be filed with the Commission as soon as practicable after the Closing Issue Date, but in no event later than 90 60 days after the Closing DateIssue Date (or if such 60th day is not a Business Day, the next succeeding Business Day), a Registration Statement under the Securities Act relating to the Series B Notes (including any Subsidiary Guarantees) Exchange Securities and the Exchange Offer, (ii) use all commercially its reasonable best efforts to cause such Registration Statement to become effective at the earliest possible time, but in no event later than 150 180 days after the Closing Issue Date (which 150-or if such 180th day period shall be extended for is not a number of days equal to the number of business days, if anyBusiness Day, the Commission is officially closed during such periodnext 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 Series B Notes (including any Subsidiary Guarantees) Exchange Securities to be made under the Blue Sky state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Registration Statement, as soon as practicable, commence the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting registration of the Series B Notes (including any Subsidiary Guarantees) Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Notes Initial Securities held by Broker-Dealers as contemplated by Section 3(c) belowhereof.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under permitted by applicable federal law or Commission policy (after the procedures set forth in Section 6(a6(a)(i) below have been complied with), the Company and the Guarantors shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission as soon promptly as practicable after the Closing Date, but in no event later than 90 days after the Closing DateDate (such 90th day, a Registration Statement under the Act relating to the Series B Notes (including any Subsidiary Guarantees) and the Exchange Offer“Filing Deadline”), (ii) use all commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective at the earliest possible timeas promptly as practicable, but in no event later than 150 180 days after the Closing Date (which 150-day period shall be extended for a number of days equal to the number of business days, if anysuch 180th day, the Commission is officially closed during such period“Effectiveness Deadline”), (iii) in connection with the foregoing, file (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Registration Statement it to become effective, effective and (B) if applicable, a post-effective amendment subject to such Registration Statement pursuant to Rule 430A under the Act and (Cproviso in Section 6(c)(xii) hereof cause all necessary filings filings, if any, in connection with the registration and qualification of the Series B Exchange Notes (including any Subsidiary Guarantees) to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence commence, within the time periods contemplated by Section 3(b) hereof, and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Series B Exchange Notes (including any Subsidiary Guarantees) to be offered in exchange for the Initial Notes that are Transfer Restricted Securities and to permit (ii) resales of Exchange Notes held by Broker-Dealers that tendered into the Exchange Offer Initial Notes that such Broker-Dealer acquired for its own account as a result of its 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 3(c) below.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) below have been complied with), the The Company shall (i) cause to be filed with the Commission as soon as practicable after the Closing Date, but in no event later than 90 60 days after the Closing Date, a Registration Statement under the Act relating to the Series B Notes (including any Subsidiary Guarantees) and the Exchange Offer, (ii) use all commercially its reasonable best efforts to cause such Registration Statement to become effective at the earliest possible time, but in no event later than 150 120 days after the Closing Date (which 150-day period shall be extended for a number of days equal to the number of business days, if any, the Commission is officially closed during such period)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, effective and (B) if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Act and Act, (Civ) cause all necessary filings in connection with the registration and qualification of the Series B Notes (including any Subsidiary Guarantees) to be made under the Blue Sky laws of such jurisdictions within the United States as are necessary to permit Consummation of the Exchange Offer, Offer and (ivv) upon unless the effectiveness of such Registration StatementExchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) below have been complied with), commence the Exchange Offer and use its reasonable best efforts to issue on or prior to 30 business days after the date on which the Exchange Offer Registration Statement was declared effective by the Commission, Series B Notes in exchange for all Series A Notes properly tendered prior thereto in accordance with the terms of the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting registration of the Series B Notes (including any Subsidiary Guarantees) to be offered in exchange for the Transfer Restricted Securities and to permit resales of Notes held by Broker-Dealers as contemplated by Section 3(c) below.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) below have been complied with), the Company and the Guarantors, if any, shall (i) cause to be filed with the Commission as soon as practicable after on or before the Closing Date, but in no event later than 90 days 90th day after the Closing Date, a Registration Statement under the Act relating to the Series B Notes (including any Notes, the Subsidiary Guarantees) , if any, and the Exchange Offer, (ii) use all commercially their reasonable best efforts to cause such Registration Statement to become effective at on or before the earliest possible time, but in no event later than 150 days 180th day after the Closing Date (which 150-day period shall be extended for a number of days equal to the number of business days, if any, the Commission is officially closed during such period)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 Act and (C) subject to the proviso in Section 6(c)(xi) hereof, cause all necessary filings in connection with the registration and qualification of the Series B Notes (including any and the Subsidiary Guarantees) Guarantees to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange OfferOffer to be Consummated, and (iv) upon the effectiveness of such Registration Statement, commence commence, and within the time periods contemplated by Section 3(b) hereof Consummate, the Exchange Offer. The Exchange Offer Registration Statement shall be on the appropriate form under the Act permitting registration of the Series B Notes (including any Subsidiary Guarantees) to be offered in exchange for the Series A Notes that are Transfer Restricted Securities and to permit permitting resales of the Series B Notes held by Broker-Dealers that tendered into the Exchange Offer Series A Notes that such Broker-Dealers acquired for their 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 3(c) below.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under permitted by applicable federal law or Commission policy (after the procedures set forth in Section 6(a6(a)(i) below have been complied with), the Company and the Guarantors shall (i) cause to be filed with the Commission as soon as practicable after the Closing Date, but in no event later than 90 days after the Closing Date, a Registration Statement under the Act relating to the Series B Notes (including any Subsidiary Guarantees) and the Exchange OfferOffer Registration Statement, (ii) use all commercially their reasonable best efforts to cause such Exchange Offer Registration Statement to become effective at the earliest possible time, but in no event later than 150 days after the Closing Date (which 150-day period shall be extended for a number of days equal to the number of business days, if any, the Commission is officially closed during such period)Date, (iii) in connection with the foregoing, file (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) file, if applicable, a post-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 Series B Notes (including any Subsidiary Guarantees) to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting registration of the Series B Notes (including any Subsidiary Guarantees) to be offered in exchange for the Series A Notes that are Transfer Restricted Securities Notes and to permit resales sales of Broker-Dealer Transfer Restricted Notes held by Restricted Broker-Dealers as contemplated by Section 3(c) below.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under permitted by applicable federal law or Commission policy (after the procedures set forth in Section 6(a6(a)(iii)(A) below hereof have been complied with), the Company and the Guarantors shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission as soon as practicable after the Closing Date, but in no event later than 90 45 days after the Closing Date, a Registration Statement under Date (such 45th day being the Act relating to the Series B Notes (including any Subsidiary Guarantees) and the Exchange Offer"Filing Deadline"), (ii) use all commercially reasonable its best efforts to cause such Exchange Offer Registration Statement to become effective at the earliest possible time, but in no event later than 150 120 days after the Closing Date (which 150-such 120th day period shall be extended for a number of days equal to being the number of business days, if any, the Commission is officially closed during such period"Effectiveness Deadline"), (iii) in connection with the foregoing, file (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Registration Statement 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 Series B Notes (including any Subsidiary Guarantees) to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Registration Statement, commence and Consummate the Exchange OfferOffer as soon as practicable after the Registration Statement has become effective, but in no event later than 150 days after the Closing Date (such 150th day being the "Consummation Deadline"). The Exchange Offer shall be on the appropriate form permitting (x) registration of the Series B Notes (including any Subsidiary Guarantees) to be offered in exchange for the Series A Notes that are Transfer Restricted Securities and to permit (y) resales of Series B Notes held by 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 3(c) belowhereof.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under permitted by applicable law or Commission policy (after the procedures set forth in Section 6(a) below have been complied with)federal law, the Company and the Guarantor shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission as soon as practicable after the Closing Date, but in no event later than 90 60 days after the Closing Date, a Registration Statement under Date (such 60th day being the Act relating to the Series B Notes (including any Subsidiary Guarantees) and the Exchange Offer"FILING DEADLINE"), (ii) use all commercially reasonable its best efforts to cause such Exchange Offer Registration Statement to become effective at the earliest possible timeas soon as reasonably practicable, but in no event later than 150 days after the Closing Date (which 150-such 150th day period shall be extended for a number of days equal to being the number of business days, if any, the Commission is officially closed during such period"EFFECTIVENESS DEADLINE"), (iii) in connection with the foregoing, file (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Registration Statement 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 Series B Notes (including any Subsidiary Guarantees) to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Series B Notes (including any Subsidiary Guarantees) to be offered in exchange for the Series A Notes that are Transfer Restricted Securities and to permit (ii) resales of Series B Notes held by 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 3(c) below.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under permitted by applicable federal law or Commission policy (after the procedures set forth in Section 6(a) below have been complied with), the Company Issuers and the Guarantors shall (i) cause to be filed with the Commission as soon as practicable after the Closing Date, but in no event later than 90 45 days after the Closing Date, a Registration Statement under the Act relating to the Series B Notes (including any Subsidiary Guarantees) and the Exchange OfferOffer Registration Statement, (ii) use all commercially their reasonable best efforts to cause such Exchange Offer Registration Statement to become effective at the earliest possible time, but in no event later than 150 180 days after the Closing Date (which 150-day period shall be extended for a number of days equal to the number of business days, if any, the Commission is officially closed during such period)Date, (iii) in connection with the foregoing, file (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Act and (C) cause all necessary filings filings, if any, in connection with the registration and qualification of the Series B Exchange Notes (including any Subsidiary Guarantees) to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting registration of the Series B Exchange Notes (including any Subsidiary Guarantees) to be offered in exchange for the Notes that are Transfer Restricted Securities and to permit resales sales of Notes held Broker-Dealer Transfer Restricted Securities by Restricted Broker-Dealers as contemplated by Section 3(c) below. The 45 and 180 day periods referred to in (i) and (ii) of this Section 3(a) shall not include any period in which the Issuers are pursuing a Commission decision pursuant to 6(a)(i) below.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible permitted under applicable federal law or Commission policy (after the procedures set forth in Section 6(a) below have been complied with), the Company Issuers and the Guarantors shall (i) use all commercially reasonable efforts to cause the Exchange Offer Registration Statement to be filed with the Commission as soon as practicable after the Closing Date, but in no event later than 90 days after the Closing Date, a Registration Statement under Date (such 90th day being the Act relating to the Series B Notes (including any Subsidiary Guarantees) and the Exchange Offer“Filing Deadline”), (ii) use all commercially reasonable efforts to cause such Exchange Offer Registration Statement to become be declared effective at the earliest possible time, but in no event later than 150 180 days after the Closing Date (which 150-such 180th day period shall be extended for a number of days equal to being the number of business days, if any, the Commission is officially closed during such period“Effectiveness Deadline”), (iii) in connection with the foregoing, file (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Act and (C) cause all necessary filings filings, if any, in connection with the registration and qualification of the Series B Notes (including any and the related Subsidiary Guarantees) Guarantees to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting registration of the Series B Notes (including any and the related Subsidiary Guarantees) Guarantees to be offered in exchange for the Series A Notes that are Transfer Restricted Securities and to permit permitting resales of Series B Notes held by Broker-Dealers that tendered into the Exchange Offer Series A Notes that such Broker-Dealer 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 Issuers or any of their Affiliates) as contemplated by Section 3(c) below.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) below have been complied with), the Company Companies shall (i) cause to be filed with the Commission as soon as practicable after the Closing Date, but in no event later than 90 60 days after the Closing DateDate (or, if the 60th day is not a business day, the first business day thereafter), a Registration Statement under the Securities Act relating to the Series B Notes (including any Subsidiary Guarantees) Exchange Securities and the Exchange Offer, (ii) use all commercially reasonable its best efforts to cause such Registration Statement to become effective at the earliest possible time, but in no event later than 150 days after the Closing Date (which 150-or, if the 150th day period shall be extended for is not a number of days equal business day, the first business day thereafter) (as such date relates to the number of business days, if anyExchange Offer Registration Statement, the Commission is officially closed during such period"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 Series B Notes (including any Subsidiary Guarantees) Exchange Securities to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Registration Statement, commence the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting registration of the Series B Notes (including any Subsidiary Guarantees) Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Notes Exchange Securities held by Broker-Dealers as contemplated by Section 3(c) below.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under permitted by applicable federal law or Commission policy (after the procedures set forth in Section 6(a6(a)(i) below have been complied with), the Company and the Guarantors shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission as soon as practicable after the Closing Date, but in no event later than 90 150 days after December 23, 2003 (such 150th day being the Closing Date, a Registration Statement under the Act relating to the Series B Notes (including any Subsidiary Guarantees) and the Exchange Offer, "FILING DEADLINE"); (ii) use all commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective at the earliest possible time, but in no event later than 150 210 days after December 23, 2003 (such 210th day being the Closing Date (which 150-day period shall be extended for a number of days equal to the number of business days, if any, the Commission is officially closed during such period"EFFECTIVENESS DEADLINE"), ; (iii) in connection with the foregoing, file (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Registration Statement 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 Series B Notes (including any Subsidiary Guarantees) to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, ; and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Series B Notes (including any Subsidiary Guarantees) to be offered in exchange for the Series A Notes that are Transfer Restricted Securities and to permit (ii) resales of Series B Notes held by 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 3(c) below.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) below hereof have been complied with), each of the Company and the Guarantors shall (ii)(A) use its commercially reasonable efforts to cause to be filed with the Commission as soon as practicable 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 Series B Notes (including any Subsidiary Guarantees) Exchange Securities and the Exchange Offer, Offer and (iiB) use all commercially reasonable efforts to cause such Registration Statement to become effective at the earliest possible time, but in no event later than 150 days after the Closing Date (which 150-day period shall be extended for a number of days equal to the number of business days, if any, the Commission is officially closed during such period)effective, (iiiii) in connection with the foregoing, file (A) file all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, file a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Series B Notes (including any Subsidiary Guarantees) Exchange Securities to be made under the Blue Sky state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iviii) upon the effectiveness of such Registration Statement, commence the Exchange Offer. Each of the Company and the Guarantors shall use commercially reasonable efforts to Consummate the Exchange Offer not later than June 1, 2020 (the “Exchange Date”). The Exchange Offer Offer, if required pursuant to this Section 3(a), shall be on the appropriate form permitting registration of the Series B Notes (including any Subsidiary Guarantees) Exchange Securities of the applicable series to be offered in exchange for the Transfer Restricted Securities of such series and to permit resales of Notes Transfer Restricted Securities of such series held by Broker-Dealers as contemplated by Section 3(c) belowhereof.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) below have been complied with), the Company and the Trust shall (i) cause to be filed with the Commission as soon as practicable after the Closing Date, but in no event later than 90 60 days after the Closing Date, a Registration Statement under the Securities Act relating to the Series B Notes (including any Subsidiary Guarantees) New Securities and the Exchange Offer, (ii) use all commercially reasonable their respective best efforts to cause such Registration Statement to become effective at the earliest possible time, but in no event later than 150 120 days after the Closing Date (which 150-day period shall be extended for a number of days equal to the number of business days, if any, the Commission is officially closed during such period)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 Series B Notes (including any Subsidiary Guarantees) to be made New Securities under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon unless the effectiveness of Exchange Offer would not be permitted by applicable law or Commission policy, the Company will commence the Exchange Offer and use its best efforts to issue on or prior to 30 business days after the date on which such Registration StatementStatement was declared effective by the Commission, commence New Securities in exchange for all Securities tendered prior thereto in the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting registration of the Series B Notes (including any Subsidiary Guarantees) New Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Notes New Securities held by Broker-Dealers as contemplated by Section 3(c) below.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) below hereof have been complied with), each of the Company and the Guarantors shall (i) cause to be filed with the Commission as soon as practicable after the Closing Date, but in no event later than 90 210 days after the Closing DateEquity Registration Statement Effectiveness Date (or if such 210th day is not a Business Day, the next succeeding Business Day), a Registration Statement under the Securities Act relating to the Series B Notes (including any Subsidiary Guarantees) Exchange Securities and the Exchange Offer, (ii) use all its commercially reasonable efforts to cause such Registration Statement to become effective at the earliest possible timetime after its initial filing, but in no event later than 150 270 days after the Closing Equity Registration Statement Effectiveness Date (which 150-or if such 270th day period shall be extended for is not a number of days equal to the number of business days, if anyBusiness Day, the Commission is officially closed during such periodnext 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 Series B Notes (including any Subsidiary Guarantees) Exchange Securities to be made under the Blue Sky state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Registration Statement, commence the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting registration of the Series B Notes (including any Subsidiary Guarantees) Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Notes Initial Securities held by Broker-Dealers as contemplated by Section 3(c) belowhereof.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) below hereof have been complied with), each of the Company and the Guarantors shall (ii)(A) use its commercially reasonable efforts to cause to be filed with the Commission as soon as practicable 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 Series B Notes (including any Subsidiary Guarantees) Exchange Securities and the Exchange Offer, Offer and (iiB) use all commercially reasonable efforts to cause such Registration Statement to become effective at the earliest possible time, but in no event later than 150 days after the Closing Date (which 150-day period shall be extended for a number of days equal to the number of business days, if any, the Commission is officially closed during such period)effective, (iiiii) in connection with the foregoing, file (A) file all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, file a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Series B Notes (including any Subsidiary Guarantees) Exchange Securities to be made under the Blue Sky state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iviii) upon the effectiveness of such Registration Statement, commence the Exchange Offer. Each of the Company and the Guarantors shall use commercially reasonable efforts to Consummate the Exchange Offer not later than March 1, 2019 (the “Exchange Date”). The Exchange Offer Offer, if required pursuant to this Section 3(a), shall be on the appropriate form permitting registration of the Series B Notes (including any Subsidiary Guarantees) Exchange Securities of the applicable series to be offered in exchange for the Transfer Restricted Securities of such series and to permit resales of Notes Transfer Restricted Securities of such series held by Broker-Dealers as contemplated by Section 3(c) belowhereof.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under permitted by applicable federal law or Commission policy (after the procedures set forth in Section 6(a6(a)(i) below have been complied with), the Company Issuers and the Subsidiary Guarantors shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission as soon as practicable after the Closing Date, but in no event later than 90 60 days after the Closing Date, a Registration Statement under Date (such 60th day being the Act relating to the Series B Notes (including any Subsidiary Guarantees) and the Exchange Offer"FILING DEADLINE"), (ii) use all commercially reasonable its best efforts to cause such Exchange Offer Registration Statement to become effective at the earliest possible time, but in no event later than 150 days after the Closing Date (which 150-such 150th day period shall be extended for a number of days equal to being the number of business days, if any, the Commission is officially closed during such period"EFFECTIVENESS DEADLINE"), (iii) in connection with the foregoing, file (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Registration Statement 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 Series B Notes (including any Subsidiary Guarantees) to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Series B Notes (including any Subsidiary Guarantees) to be offered in exchange for the Series A Notes that are Transfer Restricted Securities and to permit (ii) resales of Series B Notes held by 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 Issuers or any of their Affiliates) as contemplated by Section 3(c) below.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under permitted by applicable federal law or Commission policy (after the procedures set forth in Section 6(a6(a)(i) below have been complied with), the Company and the Guarantors shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission as soon as practicable after the Closing Date, but in no event later than 90 days after the Closing Date, a Registration Statement under Date (such 90th day being the Act relating to the Series B Notes (including any Subsidiary Guarantees) and the Exchange Offer"Filing Deadline"), (ii) use all commercially its reasonable best --------------- efforts to cause such Exchange Offer Registration Statement to become effective at the earliest possible time, but in no event later than 150 days after the Closing Date (which 150-such 150th day period shall be extended for a number of days equal to being the number of business days, if any, the Commission is officially closed during such period"Effectiveness Deadline"), (iii) in ---------------------- connection with the foregoing, file (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Registration Statement 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 Series B Notes (including any Subsidiary Guarantees) to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Series B Notes (including any Subsidiary Guarantees) to be offered in exchange for the Series A Notes that are Transfer Restricted Securities and to permit (ii) resales of Series B Notes held by 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 3(c) below.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) below have been complied with), the Company and the Guarantors shall (i) cause to be filed with the Commission as soon promptly as practicable after the Closing Date, but in no event later than 90 120 days after the Closing Date, a Registration Statement under the Act relating to the Series B Notes (including any the Subsidiary Guarantees) and the Exchange Offer, (ii) use all commercially reasonable efforts to cause such Registration Statement to become be declared effective at by the earliest possible timeCommission as promptly as practicable, but in no event later than 150 210 days after the Closing Date (which 150210-day period shall be extended for a number of days equal to the number of business days, if any, the Commission is officially closed during such period), (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 Act and (C) cause all necessary filings in connection with the registration and qualification of the Series B Notes (including any the Subsidiary Guarantees) to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, Offer and (iv) upon the effectiveness of such Registration Statement, commence the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting registration of the Series B Notes (including any the Subsidiary Guarantees) to be offered in exchange for the Transfer Restricted Securities and to permit resales of Notes held by Broker-Dealers as contemplated by Section 3(c) below.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) below have been complied with), the Company and the Guarantors shall (i) cause to be filed with the Commission as soon promptly as practicable after the Closing Date, but in no event later than 90 180 days after the Closing Date, a Registration Statement under the Act relating to the Series B Notes (including any the Subsidiary Guarantees) and the Exchange Offer, (ii) use all commercially reasonable efforts to cause such Registration Statement to become be declared effective at by the earliest possible timeCommission as promptly as practicable, but in no event later than 150 270 days after the Closing Date (which 150270-day period shall be extended for a number of days equal to the number of business days, if any, the Commission is officially closed during such period), (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 Act and (C) cause all necessary filings in connection with the registration and qualification of the Series B Notes (including any the Subsidiary Guarantees) to be made made, under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, Offer and (iv) upon the effectiveness of such Registration Statement, commence the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting registration of the Series B Notes (including any the Subsidiary Guarantees) to be offered in exchange for the Transfer Restricted Securities and to permit resales of Notes held by Broker-Dealers as contemplated by Section 3(c) below.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) below hereof have been complied with), or there are no Transfer Restricted Securities outstanding, each of the Company and the Guarantors shall (i) cause to be filed with the Commission as soon as practicable after the Closing Date, but in no event later than 90 within 180 days after the Closing DateDate (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 Series B Notes (including any Subsidiary Guarantees) Exchange Securities and the Exchange Offer, (ii) use all commercially its reasonable best efforts to cause such Registration Statement to become effective at the earliest possible timeas promptly as practicable, but in no event later than 150 270 days after the Closing Date (which 150-or if such 270th day period shall be extended for is not a number of days equal to the number of business days, if anyBusiness Day, the Commission is officially closed during such periodnext 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 Series B Notes (including any Subsidiary Guarantees) Exchange Securities to be made under the Blue Sky state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Registration Statement, commence the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting registration of the Series B Notes (including any Subsidiary Guarantees) Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Notes Transfer Restricted Securities held by Broker-Dealers as contemplated by Section 3(c) belowhereof.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under permitted by applicable federal law or Commission policy (after the procedures set forth in Section 6(a6(a)(i) below have been complied with), the Company and the Guarantors shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission as soon as practicable after the Closing Date, but in no event later than 90 days after the Closing Date, a Registration Statement under Date (such 90th day being the Act relating to the Series B Notes (including any Subsidiary Guarantees) and the Exchange Offer"Filing Deadline"), (ii) use all commercially their --------------- respective reasonable best efforts to cause such Exchange Offer Registration Statement to become effective at the earliest possible time, but in no event later than 150 180 days after the Closing Date (which 150-such 180th day period shall be extended for a number of days equal to being the number of business days, if any, the Commission is officially closed during such period"Effectiveness Deadline"), (iii) in connection with the foregoing, file (A) file all ---------------------- pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Registration Statement 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 Series B Notes (including any Subsidiary Guarantees) to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Series B Notes (including any Subsidiary Guarantees) to be offered in exchange for the Series A Notes that are Transfer Restricted Securities and to permit (ii) resales of Series B Notes held by 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 3(c) below.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) below have been complied with), ) or one of the events set forth in Section 4(a)(ii) has occurred the Company shall (i) cause to be filed with the Commission as soon as practicable 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 Series B Exchange Notes (including any Subsidiary Guarantees) and the Exchange Offer, (ii) use all commercially its reasonable best efforts to cause such Registration Statement to become be declared effective at the earliest possible time, but in no event later than 150 days after the Closing Date (which 150-day period shall be extended for a number of days equal to the number of business days, if any, the Commission is officially closed during such period)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 Series B Exchange Notes (including any Subsidiary Guarantees) to be made under the Blue Sky laws of such jurisdictions as are necessary to permit the Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Registration Statement, commence use its reasonable best efforts to cause the Exchange OfferOffer to be consummated on or prior to 30 days after the date on which the Exchange Offer Registration Statement was declared effective by the Commission. The Exchange Offer shall be on the appropriate form of Registration Statement permitting registration of the Series B Exchange Notes (including any Subsidiary Guarantees) to be offered in exchange for the Transfer Restricted Securities and to permit resales of Exchange Notes held by Broker-Dealers as contemplated by Section 3(c) below. The 90, 150 and 30-day periods referred to in (i), (ii) and (iii) of this Section 3(a) shall not include any period during which the Company is seeking a "no-action" letter or other favorable decision from the Commission pursuant to Section 6(a)(i) below.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under permitted by applicable federal law or Commission policy (after the procedures set forth in Section 6(a6(a)(i) below have been complied with), the Company and the Subsidiary Guarantors shall (i) cause to be filed with the Commission as soon as practicable after the Closing Date, but in no event later than 90 days after the Closing Date, a Registration Statement under the Act relating to the Series B Notes (including any Subsidiary Guarantees) and the Exchange OfferOffer Registration Statement, (ii) use all commercially its reasonable best efforts to cause such Exchange Offer Registration Statement to become effective at the earliest possible time, but in no event later than 150 days after the Closing Date (which 150-day period shall be extended for a number of days equal to the number of business days, if any, the Commission is officially closed during such period)Date, (iii) in connection with the foregoing, file (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be reasonably necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Act and (C) cause all necessary filings which to the knowledge of the Company are necessary, if any, in connection with the registration and qualification of the Series B New Senior Subordinated Notes (including any Subsidiary Guarantees) to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting registration of the Series B New Senior Subordinated Notes (including any Subsidiary Guarantees) to be offered in exchange for the Senior Subordinated Notes that are Transfer Restricted Securities and to permit resales sales of Notes held Broker-Dealer Transfer Restricted Securities by Restricted Broker-Dealers as contemplated by Section 3(c) below.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) below hereof have been complied with), each of the Company and the Guarantors shall (i) use its commercially reasonable efforts to cause to be filed with the Commission as soon as practicable after the Closing Date, but in no event later than 90 180 days after the Closing DateDate (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 Series B Notes (including any Subsidiary Guarantees) Exchange Securities and the Exchange Offer, (ii) use all its commercially reasonable efforts to cause such Registration Statement to become effective at the earliest possible timeas promptly as possible, but in no event later than 150 365 days after the Closing Date (which 150-or if such 365th day period shall be extended for is not a number of days equal to the number of business days, if anyBusiness Day, the Commission is officially closed during such periodnext 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 Series B Notes (including any Subsidiary Guarantees) Exchange Securities to be made under the Blue Sky state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Registration Statement, commence the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting registration of the Series B Notes (including any Subsidiary Guarantees) Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Notes Initial Securities held by Broker-Dealers as contemplated by Section 3(c) belowhereof.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) below hereof have been complied with), the Company shall (i) use its commercially reasonable best efforts to prepare and cause to be filed with the Commission as soon as practicable 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 Series B Notes (including any Subsidiary Guarantees) Exchange Securities and the Exchange Offer, Offer no later than 366 days after the Closing Date (iithe “Filing Deadline”) and use all its commercially reasonable best efforts to cause such Registration Statement to become effective at the earliest possible practicable time, but in no event later than 150 90 days after the Closing Date Filing Deadline (which 150-or if such 90th day period shall be extended for is not a number of days equal to the number of business days, if anyBusiness Day, the Commission is officially closed during such periodnext succeeding Business Day), (iiiii) in connection with the foregoing, use its commercially 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 or any information required to be filed under Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Series B Notes (including any Subsidiary Guarantees) Exchange Securities to be made under the Blue Sky state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iviii) upon the effectiveness of such Registration Statement, commence the Exchange OfferOffer in accordance with Section 3(b) hereof. The Exchange Offer Registration Statement shall be on the appropriate form permitting registration of the Series B Notes (including any Subsidiary Guarantees) issuance and exchange of Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Notes Initial Securities held by Broker-Dealers as contemplated by Section 3(c) belowhereof.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under permitted by applicable federal law or Commission policy (after the procedures set forth in Section 6(a6(a)(i) below have been complied with), the Company and the Guarantors shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission as soon as practicable after the Closing Date, but in no event later than 90 45 days after the Closing Date, a Registration Statement under Date (such 45th day being the Act relating to the Series B Notes (including any Subsidiary Guarantees) and the Exchange Offer"Filing Deadline"), (ii) use all its commercially --------------- reasonable efforts to cause such Exchange Offer Registration Statement to become effective at the earliest possible practicable time, but in no event later than 150 days after the Closing Date (which 150-such 150th day period shall be extended for a number of days equal to being the number of business days, if any, the Commission is officially closed during such period"Effectiveness Deadline"), ---------------------- (iii) in connection with the foregoing, file (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Registration Statement 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 Series B Notes (including any Subsidiary Guarantees) to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration StatementStatement and the making of such Blue Sky law filings, commence and Consummate the Exchange Offer. The Exchange Offer Registration Statement shall be on the appropriate form permitting (i) registration of the Series B Notes (including any Subsidiary Guarantees) to be offered in exchange for the Series A Notes that are Transfer Restricted Securities and to permit (ii) resales of Series B Notes held by 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 3(c) below.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under permitted by applicable federal law or Commission policy (after the procedures set forth in Section 6(a) below have been complied with), the Company and the Guarantors shall (i) cause to be filed with the Commission as soon as practicable after the Closing Date, but in no event later than 90 120 days after the Closing Date, a Registration Statement under the Act relating to the Series B Notes (including any Subsidiary Guarantees) and the Exchange OfferOffer Registration Statement, (ii) use all their commercially reasonable efforts to cause such Exchange Offer Registration Statement to become be declared effective by the Commission at the earliest possible time, but in no event later than 150 210 days after the Closing Date (which 150-day period shall be extended for a number of days equal to the number of business days, if any, the Commission is officially closed during such period)Date, (iii) in connection with the foregoing, file (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Act and (C) cause all necessary filings filings, if any, in connection with the registration and qualification of the Series B Exchange Notes (including any Subsidiary Guarantees) to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting registration of the Series B Exchange Notes (including any Subsidiary Guarantees) to be offered in exchange for the Notes that are Transfer Restricted Securities and to permit resales sales of Notes held Broker-Dealer Transfer Restricted Securities by Restricted Broker-Dealers as contemplated by Section 3(c) below. The 120 and 210 day periods referred to in (i) and (ii) of this Section 3(a) shall not include any period in which the Company is pursuing a Commission decision pursuant to 6(a)(i) below.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) below hereof have been complied with), each of the Company and the Guarantors shall (i) cause to be filed with the Commission as soon as practicable after the Closing Date, but in no event later than 90 days after the Closing Date, Date a Registration Statement under the Securities Act relating to the Series B Notes (including any Subsidiary Guarantees) Exchange Securities and the Exchange Offer, (ii) use all commercially its reasonable best efforts to cause such Registration Statement to become effective at the earliest possible time, but in no event later than 150 270 days after the Closing Date (which 150-or if such 270th day period shall be extended for is not a number of days equal to the number of business days, if anyBusiness Day, the Commission is officially closed during such periodnext 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 Series B Notes (including any Subsidiary Guarantees) Exchange Securities to be made under the Blue Sky state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Registration Statement, commence the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting registration of the Series B Notes (including any Subsidiary Guarantees) Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales resale of Notes Initial Securities held by Broker-Dealers as contemplated by Section 3(c) belowhereof.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under permitted by applicable federal law or Commission policy (after the procedures set forth in Section 6(a) below have been complied with), the Company and the Guarantors shall (i) cause to be filed with the Commission as soon as practicable after the Closing Date, but in no event later than 90 45 days after the Closing Date, a Registration Statement under the Act relating to the Series B Notes (including any Subsidiary Guarantees) and the Exchange OfferOffer Registration Statement, (ii) use all commercially reasonable its best efforts to cause such Exchange Offer Registration Statement to become effective at the earliest possible time, but in no event later than 150 days after the Closing Date (date on which 150-day period shall be extended for a number of days equal to such Exchange Offer Registration Statement is filed with the number of business days, if any, the Commission is officially closed during such period)Commission, (iii) in connection with the foregoing, file (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Act and (C) cause all necessary filings filings, if any, in connection with the registration and qualification of the Series B Exchange Notes (including any Subsidiary Guarantees) to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting registration of the Series B Exchange Notes (including any Subsidiary Guarantees) to be offered in exchange for the Subordinated Notes that are Transfer Restricted Securities and to permit resales sales of Notes held Broker-Dealer Transfer Restricted Securities by Restricted Broker-Dealers as contemplated by Section 3(c) below.

Registered Exchange Offer. (a) Unless (i) the Exchange Offer shall not be permissible under permitted by applicable federal law or Commission policy (after the procedures set forth in Section 6(a4(a)(i) below have been complied with), and (ii) the credit rating assigned to BCFC by both Rating Agencies falls below investment grade prior to any of the periods described in this Section 2(a) or Section 2(b) below, the Company shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission as soon as practicable after the Closing Date, but in no event later than 90 within 60 days after the Closing Date, a Registration Statement under the Act relating to the Series B Notes (including any Subsidiary Guarantees) and the Exchange Offer, (ii) use all commercially its reasonable best efforts to cause such Exchange Offer Registration Statement to become effective at the earliest possible time, but in no event later than 150 days after the Closing Date (which 150-day period shall be extended for a number of days equal to the number of business days, if any, the Commission is officially closed during such period)practicable time thereafter, (iii) in connection with the foregoing, file (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Act and (C) cause all necessary filings filings, if any, in connection with the registration and qualification of the Series B Notes (including any Subsidiary Guarantees) Exchange Certificates to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, Offer and (iv) upon promptly after the effectiveness of such Exchange Offer Registration Statement, commence and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting registration of the Series B Notes (including any Subsidiary Guarantees) Exchange Certificates to be offered in exchange for the Initial Certificates that are Transfer Restricted Securities and to permit resales sales of Notes held Broker-Dealer Transfer Restricted Securities by Restricted Broker-Dealers as contemplated by Section 3(c2(c) below.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) below hereof have been complied with), each of the Company and the Guarantors shall (i) cause to be filed with the Commission as soon as practicable after the Closing Date, but in no event later than 90 days after the Closing Date, Date a Registration Statement under the Securities Act relating to the Series B Notes (including any Subsidiary Guarantees) Exchange Securities and the Exchange Offer, (ii) use all commercially its reasonable best efforts to cause such Registration Statement to become effective at the earliest possible time, but in no event later than 150 180 days after the Closing Date (which 150-or if such 180th day period shall be extended for is not a number of days equal to the number of business days, if anyBusiness Day, the Commission is officially closed during such periodnext 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 Series B Notes (including any Subsidiary Guarantees) Exchange Securities to be made under the Blue Sky state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Registration Statement, commence the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting registration of the Series B Notes (including any Subsidiary Guarantees) Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Notes Initial Securities held by Broker-Dealers as contemplated by Section 3(c) belowhereof.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under permitted by applicable federal law or Commission policy (after the procedures set forth in Section 6(a6(a)(iii)(A) below hereof have been complied with), the Company and the Guarantors shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission as soon as practicable after the Closing Date, but in no event later than 90 45 days after the Closing Date, a Registration Statement under Date (such 45th day being the Act relating to the Series B Notes (including any Subsidiary Guarantees) and the Exchange Offer"Filing Deadline"), (ii) use all commercially reasonable their respective best efforts to cause such Exchange Offer Registration Statement to become effective at the earliest possible time, but in no event later than 150 120 days after the Closing Date (which 150-such 120th day period shall be extended for a number of days equal to being the number of business days, if any, the Commission is officially closed during such period"Effectiveness Deadline"), (iii) in connection with the foregoing, file (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Registration Statement 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 Series B Notes (including any Subsidiary Guarantees) to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Registration Statement, commence and Consummate the Exchange OfferOffer as soon as practicable after the Registration Statement has become effective, but in no event later than 150 days after the Closing Date (such 150th day being the "Consummation Deadline"). The Exchange Offer shall be on the appropriate form permitting (x) registration of the Series B Notes (including any Subsidiary Guarantees) to be offered in exchange for the Series A Notes that are Transfer Restricted Securities and to permit (y) resales of Series B Notes held by 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 3(c) belowhereof.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under permitted by applicable federal law or Commission policy (after the procedures set forth in Section 6(a6(a)(i) below have been complied with), the Company and the Guarantor shall (i) cause to be filed with the Commission as soon as practicable after the Closing Date, but in no event later than 90 45 days after the Closing Date, a Registration Statement under the Act relating to the Series B Notes (including any Subsidiary Guarantees) and the Exchange OfferOffer Registration Statement, (ii) use all commercially reasonable its best efforts to cause such Exchange Offer Registration Statement to become effective at the earliest possible time, but in no event later than 150 120 days after the Closing Date (which 150-day period shall be extended for a number of days equal to the number of business days, if any, the Commission is officially closed during such period)Date, (iii) in connection with the foregoing, file (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Act and (C) cause all necessary filings filings, if any, in connection with the registration and qualification of the Series B Notes (including any Subsidiary Guarantees) to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting registration of the Series B Notes (including any Subsidiary Guarantees) to be offered in exchange for the Series A Notes that are Transfer Restricted Securities and to permit resales sales of Notes held Broker-Dealer Transfer Restricted Securities by Restricted Broker-Dealers as contemplated by Section 3(c) below.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under permitted by applicable federal law or Commission policy (after the procedures set forth in Section 6(a6(a)(i) below have been complied with), the Company and the Guarantors shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission as soon as practicable after the Closing Date, but in no event later than 90 75 days after the Closing Date, a Registration Statement under Date (such 75th day being the Act relating to the Series B Notes (including any Subsidiary Guarantees) and the Exchange Offer"Filing Deadline"), (ii) use all commercially --------------- reasonable efforts to cause such Exchange Offer Registration Statement to become effective at the earliest possible time, but in no event later than 150 180 days after the Closing Date (which 150-such 180th day period shall be extended for a number of days equal to being the number of business days, if any, the Commission is officially closed during such period"Effectiveness Deadline"), ---------------------- (iii) in connection with the foregoing, file (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Registration Statement 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 Series B Notes (including any Subsidiary Guarantees) to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Series B Notes (including any Subsidiary Guarantees) to be offered in exchange for the Series A Notes that are Transfer Restricted Securities and to permit (ii) resales of Series B Notes held by 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 3(c) below.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) below hereof have been complied with), each of the Company and the Guarantors shall (i) cause to be filed with the Commission as soon as practicable after the Original Closing Date, but in no event later than 90 180 days after the Original Closing DateDate (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 Series B Notes (including any Subsidiary Guarantees) Exchange Securities and the Exchange Offer, (ii) use all commercially its reasonable best efforts to cause such Registration Statement to become effective at the earliest possible time, but in no event later than 150 270 days after the Original Closing Date (which 150-or if such 270th day period shall be extended for is not a number of days equal to the number of business days, if anyBusiness Day, the Commission is officially closed during such periodnext 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 Series B Notes (including any Subsidiary Guarantees) Exchange Securities to be made under the Blue Sky state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Registration Statement, commence the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting registration of the Series B Notes (including any Subsidiary Guarantees) Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Notes Initial Securities held by Broker-Dealers as contemplated by Section 3(c) belowhereof.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) 6(a)(i), below have been complied with), the Company shall (i) cause to be filed with the Commission as soon as practicable after the Closing Date, but in no event later than 90 120 days after the Closing Date, a Registration Statement under the Securities Act relating to the Series B Exchange Notes (including any Subsidiary Guarantees) and the Exchange Offer, (ii) use all commercially its reasonable best efforts to cause such Registration Statement to become effective at the earliest possible time, but in no event later than 150 days after the Closing Date (which 150-day period shall be extended for a number of days equal to the number of business days, if any, the Commission is officially closed during such period)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 Series B Exchange Notes (including any Subsidiary Guarantees) to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Registration Statement, commence the Exchange Offer. The Exchange Offer Registration Statement shall be on the appropriate form permitting (i) registration of the Series B Exchange Notes (including any Subsidiary Guarantees) to be offered in exchange for the Transfer Restricted Securities and (ii) to permit resales of Exchange Notes held by Participating Broker-Dealers as contemplated by Section 3(c) below.

Registered Exchange Offer. (a) 1. Unless the Exchange Offer shall not be permissible under permitted by applicable federal law or Commission policy (after the procedures set forth in Section 6(a6(a)(i) below have been complied with), the Company and the Guarantors shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission as soon as practicable after the Closing Date (the "Exchange Offer Filing Date"), but in no event later than 90 30 days after the Closing Date, a Registration Statement under Date (such 30th day being the Act relating to the Series B Notes (including any Subsidiary Guarantees) and the Exchange Offer"Filing Deadline"), (ii) use all commercially reasonable its best efforts to cause such Exchange Offer Registration Statement to become effective at the earliest possible time, but in no event later than 150 120 days after the Closing Date (which 150-such 120th day period shall be extended for a number of days equal to being the number of business days, if any, the Commission is officially closed during such period"Effectiveness Deadline"), (iii) in connection with the foregoing, file (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Registration Statement 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 Series B Notes (including any Subsidiary Guarantees) to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, (iv) make all requisite filings with gaming authorities and obtain all requisite gaming approvals, and (ivv) upon the effectiveness of such Exchange Offer Registration Statement, commence and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting registration of the Series B Notes (including any Subsidiary Guarantees) to be offered in exchange for the Series A Notes that are Transfer Restricted Securities and to permit resales of Series B Notes held by Broker-Dealers that tendered into the Exchange Offer for 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 3(c) below.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) below have been complied with), ) or one of the events set forth in Section 4(a)(ii) has occurred the Company shall (i) cause to be filed with the Commission as soon as practicable promptly after the Closing Date, but in no event later than 90 60 days after the Closing Date, a Registration Statement under the Securities Act relating to the Series B Exchange Notes (including any Subsidiary Guarantees) and the Exchange Offer, (ii) use all commercially reasonable its best efforts to cause such Registration Statement to become effective at the earliest possible time, but in no event later than 150 120 days after the Closing Date (which 150-day period shall be extended for a number of days equal to the number of business days, if any, the Commission is officially closed during such period)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 Series B Exchange Notes (including any Subsidiary Guarantees) to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon unless the effectiveness of Exchange Offer would not be permitted by applicable law or Commission policy, 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 Exchange Notes in exchange for all Transfer Restricted Securities tendered prior thereto in the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting registration of the Series B Exchange Notes (including any Subsidiary Guarantees) to be offered in exchange for the Transfer Restricted Securities and to permit resales of Exchange Notes held by Broker-Dealers as contemplated by Section 3(c) below. The 60, 120 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 pursuing a Commission ruling pursuant to Section 6(a)(i) below.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under permitted by applicable federal law or Commission policy (after the procedures set forth in Section 6(a6(a)(i) below have been complied with), the Company and the Guarantors shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission as soon as practicable after the Closing Date, but in no event later than on or prior to 90 days after the Closing Date, a Registration Statement under Date (such 90th day being the Act relating to the Series B Notes (including any Subsidiary Guarantees) and the Exchange Offer“Filing Deadline”), (ii) use all of their respective commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective at the earliest possible time, but in no event later than 150 on or prior to 180 days after the Closing Date (which 150-such 180th day period shall be extended for a number of days equal to being the number of business days, if any, the Commission is officially closed during such period“Effectiveness Deadline”), (iii) in connection with the foregoing, file (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Registration Statement 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 Series B Notes (including any Subsidiary Guarantees) to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Series B Notes (including any Subsidiary Guarantees) to be offered in exchange for the Series A Notes that are Transfer Restricted Securities and to permit (ii) resales of Series B Notes held by 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 3(c) below.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) below have been complied with), the The Company shall (i) cause to be filed with the Commission as soon as practicable after the Closing Date, but in no event later than 90 30 days after the Closing Date, a Registration Statement under the Act relating to the Series B Notes (including any Subsidiary Guarantees) and the Exchange Offer, (ii) use all commercially its reasonable best efforts to cause such Registration Statement to become effective at the earliest possible time, but in no event later than 150 90 days after the Closing Date (which 150-day period shall be extended for a number of days equal to the number of business days, if any, the Commission is officially closed during such period)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, effective and (B) if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Act and Act, (Civ) cause all necessary filings in connection with the registration and qualification of the Series B Notes (including any Subsidiary Guarantees) to be made under the Blue Sky laws of such jurisdictions within the United States as are necessary to permit Consummation of the Exchange Offer, Offer and (ivv) upon unless the effectiveness of such Registration StatementExchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) below have been complied with), commence the Exchange Offer and use its reasonable best efforts to issue on or prior to 30 business days after the date on which the Exchange Offer Registration Statement was declared effective by the Commission, Series B Notes in exchange for all Series A Notes properly tendered prior thereto in accordance with the terms of the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting registration of the Series B Notes (including any Subsidiary Guarantees) to be offered in exchange for the Transfer Restricted Securities and to permit resales of Notes held by Broker-Dealers as contemplated by Section 3(c) below.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) below have been complied with), the Company and the Guarantors shall (i) cause to be filed with the Commission as soon as practicable after the Closing Date, but in no event later than 90 180 calendar days after the Closing Date, a Registration Statement under the Securities Act relating to the Series B Notes (including any Subsidiary Guarantees) Exchange Securities and the Exchange Offer, (ii) use all commercially their reasonable best efforts to cause such Registration Statement to become effective at the earliest possible time, but in no event later than 150 270 calendar days after the Closing Date (which 150-day period shall be extended for a number of days equal to the number of business days, if any, the Commission is officially closed during such period)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 in order to cause the Exchange Offer Registration Statement to be effective for a period not less than the minimum period required pursuant to Section 3(b) hereof and (C) cause all necessary filings in connection with the registration and qualification of the Series B Notes (including any Subsidiary Guarantees) Exchange Securities to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Registration Statement, commence the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting registration of the Series B Notes (including any Subsidiary Guarantees) Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Notes Securities held by Broker-Dealers as contemplated by Section 3(c) below.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under permitted by applicable federal law or Commission policy (after the procedures set forth in Section 6(a6(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 before such date as soon as practicable after the Closing Date, but in no event later than 90 days after the Closing Date, a Registration Statement under the Act relating would be sufficient to the Series B Notes (including any Subsidiary Guarantees) and Consummate the Exchange OfferOffer by August 7, 2004 (such date being the "EXCHANGE OFFER FILING DEADLINE"), (ii) use all their commercially reasonable efforts to cause have such Exchange Offer Registration Statement to become declared effective by the Commission at the earliest possible time, but in no event later than 150 days after such date as would be sufficient to Consummate the Closing Date Exchange Offer by August 7, 2004 (which 150-day period shall be extended for a number of days equal to such date being the number of business days, if any, the Commission is officially closed during such period"EXCHANGE OFFER EFFECTIVENESS DEADLINE"), (iii) in connection with the foregoing, file (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Registration Statement 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 Series B Exchange Notes (including any Subsidiary Guarantees) 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 Exchange Offer would not be permitted by applicable law or Commission policy, promptly after the effectiveness of such Exchange Offer Registration Statement, commence and use their commercially reasonable efforts to Consummate the Exchange Offer. The Exchange Offer shall be on in the appropriate form permitting registration of the Series B Notes (including any Subsidiary Guarantees) to be offered in exchange for the Transfer Restricted Securities and to permit resales of Notes held by Broker-Dealers as contemplated by Section 3(c) below.time set forth in

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) below have been complied with), the Company and the Trust shall (i) cause to be filed with the Commission as soon as practicable after the Closing Date, but in no event later than 90 150 days after the Closing Date, a Registration Statement under the Securities Act relating to the Series B Notes (including any Subsidiary Guarantees) New Securities and the Exchange Offer, (ii) use all commercially reasonable their respective best efforts to cause such Registration Statement to become effective at the earliest possible time, but in no event later than 150 180 days after the Closing Date (which 150-day period shall be extended for a number of days equal to the number of business days, if any, the Commission is officially closed during such period)Date, (iii) in connection with the foregoing, file (A) all pre-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 Series B Notes (including any Subsidiary Guarantees) New Securities to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon unless the effectiveness of Exchange Offer would not be permitted by applicable law or Commission policy, the Company will commence the Exchange Offer and use its best efforts to issue on or prior to 30 business days after the date on which such Registration StatementStatement was declared effective by the Commission, commence New Securities in exchange for all Securities tendered prior thereto in the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting registration of the Series B Notes (including any Subsidiary Guarantees) New Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Notes New Securities held by Broker-Dealers as contemplated by Section 3(c) below.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under permitted by applicable federal law or Commission policy (after the procedures set forth in Section 6(a6(a)(i) below have been complied with), the Company and the Guarantors shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission as soon as practicable after the Closing Date, but in no event later than 90 160 days after the Closing Date, a Registration Statement under Date (such 160th day being the Act relating to the Series B Notes (including any Subsidiary Guarantees) and the “Exchange OfferOffer Filing Deadline”), (ii) use all their 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 150 210 days after the Closing Date (which 150-such 210th day period shall be extended for a number of days equal to being the number of business days, if any, the Commission is officially closed during such period“Effectiveness Deadline”), (iii) in connection with the foregoing, file (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Registration Statement 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 Series B Notes (including any Subsidiary Guarantees) to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, Offer and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Series B Notes (including any Subsidiary Guarantees) to be offered in exchange for the Series A Notes that are Transfer Restricted Securities and to permit (ii) resales of Series B Notes held by 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 3(c) below.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) below have been complied with), the Company Issuer and the Guarantor shall (i) cause to be filed with the Commission as soon as practicable after the Closing Date, but in no event later than 90 75 days after the Closing Date, a Registration Statement under the Securities Act relating to the Series B Exchange Notes (including any Subsidiary Guarantees) and the Exchange Offer, (ii) use all commercially reasonable its best efforts to cause such Registration Statement to become effective at the earliest possible time, but in no event later than 150 days after the Closing Date (which 150-day period shall be extended for a number of days equal to the number of business days, if any, the Commission is officially closed during such period)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 Series B Exchange Notes (including any Subsidiary Guarantees) to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Registration Statement, commence the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting registration of the Series B Exchange Notes (including any Subsidiary Guarantees) to be offered in exchange for the Transfer Restricted Securities and to permit resales sales of Notes held Broker-Dealer Transfer Restricted Securities by Restricted Broker-Dealers as contemplated by Section 3(c) below.

Registered Exchange Offer. (a) Unless a)Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) below have been complied with), the Company and the Guarantors shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission as soon as practicable after the Closing Date, but in no event later than 90 180 days after the Closing Date, a Registration Statement under the Act relating to the Series B Notes (including any Subsidiary Guarantees) and the Exchange Offer, (ii) use all commercially their reasonable best efforts to cause such Registration Statement to become effective at the earliest possible time, but in no event later than 150 300 days after the Closing Date (which 150-day period shall be extended for a number of days equal as such date relates to the number of business days, if anyExchange Offer Registration Statement, the Commission is officially closed during such period“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 Series B Notes (including any Subsidiary Guarantees) Exchange Securities to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Registration Statement, commence the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting registration of the Series B Notes (including any Subsidiary Guarantees) Exchange Securities and the related guarantees to be offered in exchange for the Transfer Restricted Securities and to permit resales of Notes Securities held by Broker-Dealers as contemplated by Section 3(c) below.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) below have been complied with), the Company and the Guarantors shall (i) cause to be filed with the Commission as soon as practicable after the Closing Date, but in no event later than 90 60 days after the Closing Date, a Registration Statement under the Securities Act relating to the Series B Notes (including any Subsidiary Guarantees) Exchange Securities and the Exchange Offer, (ii) use all commercially reasonable its best efforts to cause such Registration Statement to become effective at the earliest possible time, but in no event later than 150 180 days after the Closing Date (which 150-day period shall be extended for a number of days equal as such date relates to the number of business days, if anyExchange Offer Registration Statement, the Commission is officially closed during such period"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 Series B Notes (including any Subsidiary Guarantees) Exchange Securities to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Registration Statement, commence the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting registration of the Series B Notes (including any Subsidiary Guarantees) Exchange Securities and the related guarantees to be offered in exchange for the Transfer Restricted Securities and to permit resales of Notes Securities held by Broker-Dealers as contemplated by Section 3(c) below.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) below hereof have been complied with), each of the Company and the Guarantors shall (i) cause to be filed with the Commission as soon as practicable after the Closing Date, but in no event later than 90 365 days after the Closing DateDate (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 Series B Notes (including any Subsidiary Guarantees) Exchange Securities and the Exchange Offer, (ii) use all commercially its reasonable best efforts to cause such Registration Statement to become effective at the earliest possible time, but in no event later than 150 455 days after the Closing Date (which 150-or if such 455th day period shall be extended for is not a number of days equal to the number of business days, if anyBusiness Day, the Commission is officially closed during such periodnext 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 filings, if any, in connection with the registration and qualification of the Series B Notes (including any Subsidiary Guarantees) Exchange Securities to be made under the Blue Sky state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Registration Statement, commence the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting registration of the Series B Notes (including any Subsidiary Guarantees) Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Notes Initial Securities held by Broker-Dealers as contemplated by Section 3(c) belowhereof.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under permitted by applicable law or Commission policy (after the procedures set forth in Section 6(a6(a)(i) below have been complied with), the Company and the Guarantors shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission as soon as practicable after the Closing Date, but in no event later than 90 days after the Closing Date, a Registration Statement under Date (such 90th day being the Act relating to the Series B Notes (including any Subsidiary Guarantees) and the Exchange Offer“Filing Deadline”), (ii) use all commercially their respective reasonable best efforts to cause such Exchange Offer Registration Statement to become effective at the earliest possible time, but in no event later than 150 180 days after the Closing Date (which 150-such 180th day period shall be extended for a number of days equal to being the number of business days, if any, the Commission is officially closed during such period), “Effectiveness Deadline”) and (iii) in connection with the foregoing, file (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Registration Statement 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 Series B Exchange Notes (including any Subsidiary Guarantees) to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Registration Statement, commence the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Series B offer and issuance of the Exchange Notes (including any Subsidiary Guarantees) to be offered in exchange for the Initial Notes that are Transfer Restricted Securities and to permit (ii) resales of Exchange Notes held by 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 3(c) below.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) below have been complied with), the Company and the Guarantors shall (i) cause to be filed with the Commission as soon as practicable after the Closing Date, but in no event later than 90 120 days after the Closing Date, a Registration Statement under the Securities Act relating to the Series B Exchange Notes (including any Subsidiary Guarantees) and the Exchange Offer, (ii) use all commercially their reasonable best efforts to cause such Registration Statement to become effective at the earliest possible time, but in no event later than 150 210 days after the Closing Date (which 150-day period shall be extended for a number of days equal to the number of business days, if any, the Commission is officially closed during such period)Date, (iii) in connection with the foregoing, file (A) file all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, file a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Series B Exchange Notes (including any Subsidiary Guarantees) to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Registration Statement, commence the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting registration of the Series B Exchange Notes (including any Subsidiary Guarantees) to be offered in exchange for the Transfer Restricted Securities and to permit resales of Notes held by Broker-Dealers as contemplated by Section 3(c) below.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) below have been complied with), the Company shall (i) cause to be filed with the Commission as soon as practicable after the Closing Date, but in no event later than 90 60 days after the Closing Date, a the Exchange Offer Registration Statement under the Securities Act relating to the Series B New Senior Subordinated Notes (including any Subsidiary Guarantees) and the Exchange Offer, (ii) use all commercially its reasonable best efforts to cause such Exchange Offer Registration Statement to become effective at the earliest possible time, but in no event later than 150 120 days after the Closing Date (which 150-day period shall be extended for a number of days equal to the number of business days, if any, the Commission is officially closed during such period)Date, (iii) in connection with the foregoing, file (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause 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 filings, if any, in connection with the registration and qualification of the Series B New Senior Subordinated Notes (including any Subsidiary Guarantees) to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, Offer and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting registration of the Series B New Senior Subordinated Notes (including any Subsidiary Guarantees) to be offered in exchange for the Transfer Restricted Securities and to permit resales sales of Notes held Broker-Dealer Transfer Restricted Securities by Broker-Dealers as contemplated by Section 3(c) below.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) below have been complied with), the Company shall (i) cause to be filed with the Commission as soon as practicable after the Closing Date, but in no event later than 90 days after the Closing Date, a Registration Statement under the Act relating to the Series B Notes (including any Subsidiary Guarantees) The Issuers and the Exchange Offer, (ii) Guarantors shall use all commercially reasonable efforts to (i) cause the Exchange Offer Registration Statement to be filed with the Commission, (ii) cause such Exchange Offer Registration Statement to become effective at the earliest possible time, but in no event later than 150 365 days after the Closing Date (which 150-such 365th day period shall be extended for a number of days equal to being the number of business days, if any, the Commission is officially closed during such period“Effectiveness Deadline”), (iii) in connection with the foregoing, file (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Registration Statement it to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Act Statement, and (C) cause all necessary filings filings, if any, in connection with the registration and qualification of the Series B Exchange Notes (including any Subsidiary Guarantees) to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) unless the Exchange Offer shall not be permitted by applicable law or Commission policy (after the procedures set forth in Section 6(a)(i) below have been complied with), upon the declaration of effectiveness by the Commission of such Exchange Offer Registration Statement, commence and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (1) registration of the Series B Exchange Notes (including any Subsidiary Guarantees) to be offered in exchange for the Initial Notes that are Transfer Restricted Securities and to permit (2) resales of Exchange Notes held by 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 Issuers or any of their Affiliates) as contemplated by Section 3(c) below.

Registered Exchange Offer. (a) A. Unless the Exchange Offer shall not be permissible under permitted by applicable federal law or policy of the Commission policy (after the procedures set forth in Section 6(a6(a)(i) below have been complied with), the Company and the Guarantors shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission as soon as practicable after the Closing Date, but in no event later than 90 days after the Closing Date, a Registration Statement under Date (such 90th day being the Act relating to the Series B Notes (including any Subsidiary Guarantees) and the Exchange Offer"FILING DEADLINE"), (ii) use all commercially reasonable its best efforts to cause such Exchange Offer Registration Statement to become effective at the earliest possible time, but in no event later than 150 180 days after the Closing Date (which 150-such 180th day period shall be extended for a number of days equal to being the number of business days, if any, the Commission is officially closed during such period"EFFECTIVENESS DEADLINE"), (iii) in connection with the foregoing, file (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Registration Statement 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 Series B Notes (including any Subsidiary Guarantees) to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, use its best efforts to commence and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Series B Notes (including any Subsidiary Guarantees) to be offered in exchange for the Series A Notes that are Transfer Restricted Securities and to permit (ii) resales of Series B Notes held by Broker-Dealers as contemplated by Section 3(c) below.that tendered into the

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under permitted by applicable federal law or Commission policy (after the procedures set forth in Section 6(a6(a)(i) below have been complied with), the Company and the Guarantors shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission as soon as practicable after the Closing Date, but in no event later than 90 days after the Closing Date, a Registration Statement under Date (such 90th day being the Act relating to the Series B Notes (including any Subsidiary Guarantees) and the Exchange Offer"Filing Deadline"), (ii) use all commercially reasonable its best --------------- efforts to cause such Exchange Offer Registration Statement to become effective at the earliest possible time, but in no event later than 150 180 days after the Closing Date (which 150-such 180th day period shall be extended for a number of days equal to being the number of business days, if any, the Commission is officially closed during such period"Effectiveness Deadline"), (iii) in ---------------------- connection with the foregoing, file (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Registration Statement 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 Series B Notes (including any Subsidiary Guarantees) to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Series B Notes (including any Subsidiary Guarantees) to be offered in exchange for the Series A Notes that are Transfer Restricted Securities and to permit (ii) resales of Series B Notes held by 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 3(c) below.