Common use of Registered Exchange Offers Clause in Contracts

Registered Exchange Offers. (a) 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), the Issuers 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 (such 90th day being the "Filing Deadline"), (ii) use their reasonable best efforts to cause the Exchange Offer Registration Statement to become effective at the earliest possible time, but in no event later than 210 days after the Closing Date (such 210th day being the "Effectiveness Deadline"), (iii) in connection with the foregoing, (A) file all pre-effective amendments to the Exchange Offer Registration Statement as may be necessary in order to cause it to become effective, (B) file, if applicable, a post-effective amendment to the Exchange Offer Registration Statement pursuant to Rule 430A under the Act and (C) cause all necessary filings, if any, in connection with the registration and qualification of the Exchange Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, subject to the proviso contained in Section 6(c)(xii) below, and (iv) upon the effectiveness of the Exchange Offer Registration Statement and within the time period contemplated by Section 3(b) hereof, commence and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form available to the Issuers permitting (i) registration of the Exchange Notes to be offered in exchange for the Initial Notes that are Transfer Restricted Securities and (ii) resales of Exchange Notes 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 any Issuer or any of their Affiliates) as contemplated by Section 3(c) below.

Registered Exchange Offers. (a) Unless The Issuer and 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), the Issuers Guarantor shall (i) cause prepare and file with the Securities and Exchange Commission (the “Commission”) a registration statement or, at the election of the Issuer and the Guarantor in their sole discretion, separate registration statements for (x) the 2023 Notes that constitute Transfer-Restricted Securities (as defined below), (y) the 2025 Notes that constitute Transfer-Restricted Securities and (z) the 2030 Notes that constitute Transfer-Restricted Securities (each, an “Exchange Offer Registration Statement Statement”) on an appropriate form under the Act with respect to be filed with a proposed offer to the Commission as soon as practicable after Holders of the Closing DateTransfer-Restricted Securities of each series (the “Registered Exchange Offer”) to issue and deliver to Holders of the Transfer-Restricted Securities of the applicable series, but in no event later than 90 days after exchange for their Transfer-Restricted Securities, a like aggregate principal amount of debt securities of the Closing Date Issuer (the “Exchange Securities”) that are similarly guaranteed by the Guarantor and are identical in all material respects to the Transfer-Restricted Securities of the applicable series, except for provisions relating to additional interest and the transfer restrictions relating to the Transfer-Restricted Securities of such 90th day being the "Filing Deadline")series, (ii) and use their reasonable best efforts to cause the Exchange Offer Registration Statement (A) to become effective at be filed with the earliest possible time, but in Commission no event later than 210 420 days after the Closing date of original issuance of the Securities (the “Issue Date”) and (B) the Registered Exchange Offer to be consummated no later than 420 days after the Issue Date and (such 210th day being the "Effectiveness Deadline"), (iiiii) in connection with the foregoing, (A) file all pre-effective amendments to keep the Exchange Offer Registration Statement as may be necessary in order to cause it to become effective, effective for not less than 20 business days (B) fileor longer, if applicable, a post-effective amendment required by applicable law) after the date on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “Exchange Offer Registration Statement pursuant to Rule 430A Period”). The Exchange Securities will be issued under the Act and (C) cause all necessary filings, if any, in connection with the registration and qualification of the Exchange Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, subject to the proviso contained in Section 6(c)(xii) below, and (iv) upon Indenture. Upon the effectiveness of the Exchange Offer Registration Statement Statement, the Issuer shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Transfer-Restricted Securities for the applicable Exchange Securities (assuming that such Holder (a) is not an affiliate of the Issuer and within the time period contemplated by Section 3(bGuarantor, (b) hereofis not an Exchanging Dealer (as defined herein) not complying with the requirements of the next sentence, commence and Consummate (c) is not an Initial Purchaser holding Securities that have, or that are reasonably likely to have, the status of an unsold allotment in an initial distribution, (d) acquires the Exchange Offer. The Exchange Offer shall be on Securities in the appropriate form available ordinary course of such Holder’s business and (e) has no arrangements or understandings with any person to participate in the Issuers permitting (i) registration distribution of the Exchange Notes Securities) and to be offered in exchange for trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Act. The Issuer, the Guarantor, the Initial Notes Purchasers and each Exchanging Dealer acknowledge that, pursuant to current interpretations by the Commission’s staff of Section 5 of the Act, each Holder that are Transfer Restricted Securities and (ii) resales of Exchange Notes by Brokeris a broker-Dealers that tendered into the Exchange Offer Initial Notes that such Broker-Dealer dealer electing to exchange Securities, acquired for its own account as a result of market market-making activities or other trading activities activities, for the applicable Exchange Securities (other than Initial Notes an “Exchanging Dealer”), is required to deliver a prospectus containing substantially the information set forth in Annex A hereto on the cover, in Annex B hereto in the “Exchange Offer Procedures” section and the “Purpose of the Exchange Offer” section and in Annex C hereto in the “Plan of Distribution” section of such prospectus in connection with a sale of any such Exchange Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer. If, prior to the consummation of the Registered Exchange Offer, any Holder holds any Transfer-Restricted Securities acquired directly from any Issuer by it that have, or that are reasonably likely to be determined to have, the status of an unsold allotment in an initial distribution, or any Holder of Transfer-Restricted Securities is not entitled to participate in the Registered Exchange Offer, the Issuer and the Guarantor shall, upon the request of any such Holder, simultaneously with the delivery of the Exchange Securities in the Registered Exchange Offer, issue and deliver to any such Holder, in exchange for the Transfer-Restricted Securities of the applicable series held by such Holder, a like aggregate principal amount of debt securities of the Issuer (the “Private Exchange Securities”) that are similarly guaranteed by the Guarantor and identical in all material respects to the Exchange Securities of the applicable series, except for provisions relating to additional interest and the transfer restrictions relating to such Private Exchange Securities (the “Private Exchange”). The Private Exchange Securities will be issued under the Indenture, and the Issuer and the Guarantor shall use their Affiliates) reasonable best efforts to cause the Private Exchange Securities to bear the same CUSIP number as contemplated the Exchange Securities of the applicable series to the extent permitted by Section 3(c) below.law or Commission policy (in the opinion of counsel to the Issuer). In connection with the Registered Exchange Offer, the Issuer and the Guarantor shall:

Registered Exchange Offers. (a) Unless the an Exchange Offer shall not be permitted by applicable federal law or Commission policy (after the procedures set forth in Section 6(a)(i) below have been complied ------- with), the Issuers 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 (such 90th day being the "Filing Deadline"), (ii) use their reasonable best efforts to cause the Exchange Offer Registration Statement to become effective at the earliest possible time, but in no event later than 210 days after the Closing Date (such 210th day being the "Effectiveness Deadline"), (iii) in connection with the foregoing, (A) file all pre-effective amendments to the Exchange Offer Registration Statement as may be necessary in order to cause it to become effective, (B) file, if applicable, a post-effective amendment to the Exchange Offer Registration Statement pursuant to Rule 430A under the Act and (C) cause all necessary filings, if any, in connection with the registration and qualification of the Exchange Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, subject to the proviso contained in Section 6(c)(xii) below, and (iv) upon the effectiveness of the Exchange Offer Registration Statement and within the time period contemplated by Section 3(b) hereof, commence and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form available to the Issuers permitting (i) registration of the Exchange Notes to be offered in exchange for the Initial Notes that are Transfer Restricted Securities and (ii) resales of Exchange Notes 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 any Issuer or any of their Affiliates) as contemplated by Section 3(c) below.. ----

Registered Exchange Offers. (a) Unless the an Exchange Offer shall not be permitted by applicable federal law or Commission policy (after the procedures set forth in Section 6(a)(i) below have been complied with), the Issuers 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 90 100 days after the Closing Date (such 90th 100th day being the "Filing Deadline"), (ii) use their reasonable best efforts to cause the Exchange Offer Registration Statement to become effective at the earliest possible time, but in no event later than 210 days after the Closing Date (such 210th day being the "Effectiveness Deadline"), (iii) in connection with the foregoing, (A) file all pre-effective amendments to the Exchange Offer Registration Statement as may be necessary in order to cause it to become effective, (B) file, if applicable, a post-effective amendment to the Exchange Offer Registration Statement pursuant to Rule 430A under the Act and (C) cause all necessary filings, if any, in connection with the registration and qualification of the Exchange Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, subject to the proviso contained in Section 6(c)(xii) below, and (iv) upon the effectiveness of the such Exchange Offer Registration Statement and within the time period contemplated by Section 3(b) hereof, commence and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form available to the Issuers permitting (i) registration of the Exchange Notes to be offered in exchange for the Initial Notes that are Transfer Restricted Securities and (ii) resales of Exchange Notes 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 any Issuer the Company or any of their its Affiliates) as contemplated by Section 3(c) below.

Registered Exchange Offers. (a) Unless the Exchange Offer Offers shall not be permitted by permissible under applicable law or Commission policy (after policy, each of the procedures set forth in Section 6(a)(i) below have been complied with), Company and the Issuers Guarantors shall (i) use its commercially reasonable efforts to cause the Exchange Offer Registration Statement to be filed with the Commission as soon as practicable after the Closing Date, but in no event later than 90 270 days after the Closing Date (or if such 90th 270th day being is not a Business Day, the "Filing Deadline"next succeeding Business Day), a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offers, (ii) use their its commercially reasonable best efforts to cause the Exchange Offer such Registration Statement to become effective at the earliest possible timeeffective, but in no event later than 210 360 days after the Closing Date (or if such 210th 360th day being is not a Business Day, the "next succeeding Business Day) (the “Effectiveness Deadline"Target Date”), (iii) in connection with the foregoing, (A) file all pre-effective amendments to the Exchange Offer such Registration Statement as may be necessary in order to cause it such Registration Statement to become effective, (B) file, if applicable, file a post-effective amendment to the Exchange Offer such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings, if any, filings in connection with the registration and qualification of the Exchange Notes 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, subject to the proviso contained in Section 6(c)(xii) belowOffers, and (iv) upon the effectiveness of such Registration Statement, commence the Exchange Offer Registration Statement and within the time period contemplated by Section 3(b) hereof, commence and Consummate the Exchange OfferOffers. The Exchange Offer Offers shall be on the appropriate form available to the Issuers permitting (i) registration of the Exchange Notes Securities to be offered in exchange for the Initial Notes that are Transfer Restricted Securities and (ii) to permit resales of Exchange Notes Initial Securities 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 any Issuer or any of their Affiliates) as contemplated by Section 3(c) belowhereof.

Registered Exchange Offers. (a) 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), the Issuers 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 90 120 days after the Closing Date (such 90th 120th day being the "“Filing Deadline"”), (ii) use their reasonable best efforts to cause the Exchange Offer Registration Statement to become effective at the earliest possible time, but in no event later than 210 days after the Closing Date (such 210th day being the "“Effectiveness Deadline"”), (iii) in connection with the foregoing, (A) file all pre-effective amendments to the Exchange Offer Registration Statement as may be necessary in order to cause it to become effective, (B) file, if applicable, a post-effective amendment to the Exchange Offer Registration Statement pursuant to Rule 430A under the Act and (C) cause all necessary filings, if any, in connection with the registration and qualification of the Exchange Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, subject to the proviso contained in Section 6(c)(xii) below, and (iv) upon the effectiveness of the Exchange Offer Registration Statement and within the time period contemplated by Section 3(b) hereof, commence and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form available to the Issuers permitting (i) registration of the Exchange Notes to be offered in exchange for the Initial Notes that are Transfer Restricted Securities and (ii) resales of Exchange Notes 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 any Issuer or any of their Affiliates) as contemplated by Section 3(c) below.

Registered Exchange Offers. (a) Unless the an Exchange Offer shall not be permitted by applicable federal law or Commission policy (after the procedures set forth in Section 6(a)(i) below have been complied with), the Issuers Company and the Guarantors shall (i) cause the Exchange Offer Registration Statement with respect to each series of Initial Notes 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 (such 90th day being the "Filing Deadline"), (ii) use their reasonable best efforts to cause the such Exchange Offer Registration Statement to become effective at the earliest possible time, but in no event later than 210 days after the Closing Date (such 210th day being the "Effectiveness Deadline"), (iii) in connection with the foregoing, (A) file all pre-effective amendments to the such Exchange Offer Registration Statement as may be necessary in order to cause it to become effective, (B) file, if applicable, a post-effective amendment to the such Exchange Offer Registration Statement pursuant to Rule 430A under the Act and (C) cause all necessary filings, if any, in connection with the registration and qualification of the Exchange Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, subject to the proviso contained in Section 6(c)(xii) below, and (iv) upon the effectiveness of the such Exchange Offer Registration Statement and within the time period contemplated by Section 3(b) hereof, commence and Consummate the Exchange OfferOffer with respect to each series of Initial Notes. The Each Exchange Offer shall be on the appropriate form available to the Issuers permitting (i) registration of the Exchange Notes to be offered in exchange for the Initial Notes that are Transfer Restricted Securities and (ii) resales of Exchange Notes 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 any Issuer the Company or any of their its Affiliates) as contemplated by Section 3(c) below.

Registered Exchange Offers. The Company shall, for the benefit of the Holders, at the Company’s cost, (aA) Unless prepare and file with 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), the Issuers shall (i) cause the SEC an Exchange Offer Registration Statement to be filed with Statement, within 180 days of the Commission as soon as practicable after the Final Closing Date, but on an appropriate form under the 1933 Act with respect to offers for the issuance and delivery to the Holders, in no event later than 90 days after exchange for the Closing Date (such 90th day being Transfer Restricted Securities, of a like principal amount of the "Filing Deadline")corresponding series of Exchange Notes, (iiB) use their all commercially reasonable best efforts to cause the Exchange Offer Registration Statement to become be declared effective at under the earliest possible time, but in no event later than 210 1933 Act within 366 days after of the Final Closing Date (such 210th day being the "Effectiveness Deadline")Date, (iiiC) in connection with the foregoing, (A) file use all pre-effective amendments commercially reasonable efforts to keep the Exchange Offer Registration Statement effective until the closing of the Registered Exchange Offers and thereafter for so long as may be necessary Participating Broker-Dealers are required to deliver a prospectus meeting the requirements of the 1933 Act in order connection with any resales of Exchange Notes (such period shall in no event exceed 180 days after the closing of the Registered Exchange Offers) and (D) use all commercially reasonable efforts to cause it issue on or prior to become effective30 days, (B) fileor longer, if applicablerequired by United States federal securities laws, a post-effective amendment to after the date on which the Exchange Offer Registration Statement pursuant to Rule 430A under was declared effective by the Act and (C) cause all necessary filingsSEC, if any, in connection with the registration and qualification of the Exchange Notes to be made under in exchange for all Transfer Restricted Securities tendered prior thereto in the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Registered Exchange Offer, subject to the proviso contained in Section 6(c)(xii) below, and (iv) upon Offers. Upon the effectiveness of the Exchange Offer Registration Statement Statement, the Company shall promptly commence the Registered Exchange Offers, it being the objective of such Registered Exchange Offers to enable each Holder eligible and electing to exchange Transfer Restricted Securities for Exchange Notes (assuming that such Holder (a) is not an affiliate of the Company within the time period contemplated by Section 3(bmeaning of Rule 405 under the 1933 Act, (b) hereofis not a broker-dealer tendering Transfer Restricted Securities acquired directly from the Company for its own account, commence and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form available to the Issuers permitting (ic) registration of acquired the Exchange Notes in the ordinary course of such Holder’s business and (d) has no arrangements or understandings with any Person to be offered participate in exchange the Registered Exchange Offers for the Initial Notes that are Transfer Restricted Securities and (iipurpose of distributing the Exchange Notes) resales of to transfer such Exchange Notes by Broker-Dealers that tendered into from and after their receipt without any limitations or restrictions under the 1933 Act and under state securities or blue sky laws. In connection with 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 any Issuer or any of their Affiliates) as contemplated by Section 3(c) below.Offers, the Company shall:

Registered Exchange Offers. (a) Unless the an Exchange Offer shall not be permitted by applicable federal law or Commission policy (after the procedures set forth in Section 6(a)(i) below have been complied with), the Issuers Company and the Guarantors shall (i) cause the Exchange Offer Registration Statement to be filed tiled with the Commission as soon as practicable after the Closing Date, but in no event later than 90 days after the Closing Date (such 90th day being the "Filing Deadline"), (ii) use their reasonable best efforts to cause the Exchange Offer Registration Statement to become effective at the earliest possible time, but in no event later than 210 days after the Closing Date (such 210th day being the "Effectiveness Deadline"), (iii) in connection with the foregoing, (A) file all pre-effective amendments to the Exchange Offer Registration Statement as may be necessary in order to cause it to become effective, (B) file, if applicable, a post-effective amendment to the Exchange Offer Registration Statement pursuant to Rule 430A under the Act and (C) cause all necessary filings, if any, in connection with the registration and qualification of the Exchange Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, subject to the proviso contained in Section 6(c)(xii) below, and (iv) upon the effectiveness of the such Exchange Offer Registration Statement and within the time period contemplated by Section 3(b) hereof, commence and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form available to the Issuers permitting (i) registration of the Exchange Notes to be offered in exchange for the Initial Notes that are Transfer Restricted Securities and (ii) resales of Exchange Notes 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 any Issuer the Company or any of their its Affiliates) as contemplated by Section 3(c) below.

Registered Exchange Offers. The Issuer shall use its commercially reasonable efforts to prepare and file with the U.S. Securities and Exchange Commission (the “Commission”) a registration statement or, at the election of the Issuer in its sole discretion, separate registration statements for (a) Unless the Exchange Offer shall not be permitted by applicable law or Commission policy Notes due 2022 and (after b) the procedures set forth in Section 6(a)(i) below have been complied with)Notes due 2025 (each, the Issuers shall (i) cause the an “Exchange Offer Registration Statement Statement”) on an appropriate form under the U.S. Securities Act of 1933, as amended (the “Securities Act”), with respect to be filed with a proposed offer to the Commission as soon as practicable after Holder of the Closing DateNotes due 2022, but in by no event later than 90 days after July 1, 2016, and with respect to a proposed offer to the Closing Date Holder of Notes due 2025, by no later than July 1, 2018 (such 90th day being the "Filing Deadline"each, a “Registered Exchange Offer”), to issue and deliver to the Holder of the applicable series of the Securities, in exchange for its Securities, a like aggregate principal amount of debt securities of the Issuer that are identical in all material respects to the applicable series of Securities, except for provisions relating to additional interest and that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain restrictions on transfer pursuant to applicable securities laws (ii) the “Exchange Securities”). The Issuer agrees to use their its commercially reasonable best efforts to cause the applicable Exchange Offer Registration Statement to become effective at under the earliest possible time, but in Securities Act and the Registered Exchange Offers to be consummated no event later than 210 days after (a) October 1, 2016, in the Closing Date case of the Notes due 2022, and (such 210th day being b) October 1, 2018, in the "Effectiveness Deadline"case of the Notes due 2025. The Exchange Securities will be issued under the Indenture between the Issuer and U.S. Bank National Association (as successor to Wachovia Bank, National Association, formerly known as First Union National Bank), as trustee (iii) in connection with the foregoing“Trustee”), dated as of December 1, 2000, as amended and supplemented (A) file all pre-effective amendments to the “Indenture”). Upon the effectiveness of an Exchange Offer Registration Statement as may be necessary in order Statement, the Issuer shall use its commercially reasonable efforts to cause it to become effective, (B) file, if applicable, a post-effective amendment to commence the Exchange Offer Registration Statement pursuant to Rule 430A under the Act and (C) cause all necessary filings, if any, in connection with the registration and qualification of the Exchange Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the applicable Registered Exchange Offer, subject to it being the proviso contained in Section 6(c)(xii) below, and (iv) upon the effectiveness objective of the such Registered Exchange Offer Registration Statement and within to enable the time period contemplated by Section 3(b) hereof, commence and Consummate the Exchange Offer. The Holder electing to participate in such Registered Exchange Offer shall be on the appropriate form available to the Issuers permitting (i) registration of the Exchange Notes to be offered in exchange Securities for the Initial Notes applicable Exchange Securities (assuming that are Transfer Restricted Securities and the Holder (iia) resales is not an affiliate of Exchange Notes 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 any Issuer or any of their Affiliates) as contemplated by Section 3(c) below.the

Registered Exchange Offers. The Company shall, for the benefit of the Holders, at the Company’s cost, (aA) Unless prepare and file with 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), the Issuers shall (i) cause the SEC an Exchange Offer Registration Statement to be filed with Statement, within 180 days of the Commission as soon as practicable after the Final Closing Date, but on an appropriate form under the 1933 Act with respect to offers for the issuance and delivery to the Holders, in no event later than 90 days after exchange for the Closing Date (such 90th day being Transfer Restricted Securities, of a like principal amount of the "Filing Deadline")corresponding series of Exchange Notes, (iiB) use their all commercially reasonable best efforts to cause the Exchange Offer Registration Statement to become be declared effective at under the earliest possible time, but in no event later than 210 1933 Act within 270 days after of the Final Closing Date (such 210th day being the "Effectiveness Deadline")Date, (iiiC) in connection with the foregoing, (A) file use all pre-effective amendments commercially reasonable efforts to keep the Exchange Offer Registration Statement effective until the closing of the Registered Exchange Offers and thereafter for so long as may be necessary Participating Broker-Dealers are required to deliver a prospectus meeting the requirements of the 1933 Act in order connection with any resales of Exchange Notes (such period shall in no event exceed 270 days after the closing of the Registered Exchange Offers) and (D) use all commercially reasonable efforts to cause it issue on or prior to become effective30 days, (B) fileor longer, if applicablerequired by United States federal securities laws, a post-effective amendment to after the date on which the Exchange Offer Registration Statement pursuant to Rule 430A under was declared effective by the Act and (C) cause all necessary filingsSEC, if any, in connection with the registration and qualification of the Exchange Notes to be made under in exchange for all Transfer Restricted Securities tendered prior thereto in the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Registered Exchange Offer, subject to the proviso contained in Section 6(c)(xii) below, and (iv) upon Offers. Upon the effectiveness of the Exchange Offer Registration Statement Statement, the Company shall promptly commence the Registered Exchange Offers, it being the objective of such Registered Exchange Offers to enable each Holder eligible and electing to exchange Transfer Restricted Securities for Exchange Notes (assuming that such Holder (a) is not an affiliate of the Company within the time period contemplated by Section 3(bmeaning of Rule 405 under the 1933 Act, (b) hereofis not a broker-dealer tendering Transfer Restricted Securities acquired directly from the Company for its own account, commence and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form available to the Issuers permitting (ic) registration of acquired the Exchange Notes in the ordinary course of such Holder’s business and (d) has no arrangements or understandings with any Person to be offered participate in exchange the Registered Exchange Offers for the Initial Notes that are Transfer Restricted Securities and (iipurpose of distributing the Exchange Notes) resales of to transfer such Exchange Notes by Broker-Dealers that tendered into from and after their receipt without any limitations or restrictions under the 1933 Act and under state securities or blue sky laws. In connection with 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 any Issuer or any of their Affiliates) as contemplated by Section 3(c) below.Offers, the Company shall:

Registered Exchange Offers. (a) Unless Promptly (and in any event not more than 60 days) following the Exchange Offer shall not be permitted by applicable law or Commission policy closing date of the sale of the Senior Notes (after the procedures set forth in Section 6(a)(i) below have been complied with"Closing Date"), the Issuers Company and the Subsidiary Guarantors shall (i) cause the Exchange Offer Registration Statement to be filed file with the Commission as soon as practicable after Commission, with respect to each of the Closing Date2004 Senior Notes and the 2012 Senior Notes, but a registration statement on an appropriate form under the Securities Act with respect to proposed offers (the "Registered Exchange Offers") to the holders of the Registrable Senior Notes of the applicable issue to issue and deliver to such holders, in exchange for the Registrable Senior Notes of such issue, a like principal amount of debt securities of the Company identical in all material respects to the Registrable Senior Notes of such issue (the "Exchange Notes"), shall use their best efforts to cause such registration statement to become effective under the Securities Act no event later than 90 160 days after the Closing Date (such 90th day being the "Filing Deadline")and, (ii) use their reasonable best efforts to cause the Exchange Offer Registration Statement to become effective at the earliest possible time, but in no event later than 210 days after the Closing Date (such 210th day being the "Effectiveness Deadline"), (iii) in connection with the foregoing, (A) file all pre-effective amendments to the Exchange Offer Registration Statement as may be necessary in order to cause it to become effective, (B) file, if applicable, a post-effective amendment to the Exchange Offer Registration Statement pursuant to Rule 430A under the Act and (C) cause all necessary filings, if any, in connection with the registration and qualification of the Exchange Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, subject to the proviso contained in Section 6(c)(xii) below, and (iv) upon the effectiveness of such registration statement, shall commence each Registered Exchange Offer and shall cause the same to remain open for such period of time to be determined by the Company (but not less than 30 nor more than 60 days after the commencement of the applicable Registered Exchange Offer), and to be conducted in accordance with such procedures, as may be required by the applicable provisions of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), it being the objective of such Registered Exchange Offers to enable each holder of Registrable Senior Notes of the applicable issue electing to exchange Registrable Senior Notes of such issue for Exchange Notes of such issue (assuming that such holder is not an affiliate of the Company within the meaning of the Securities Act, acquires the Exchange Offer Registration Statement Notes in the ordinary course of such holder's business and within has no arrangements with any person to participate in the time period contemplated by distribution of the Exchange Notes) to trade such Exchange Notes from and after their receipt without any limitations or restrictions under the Securities Act, subject as to a Broker-Dealer to the provisions of Section 3(b1(b) hereof, commence and Consummate or the Exchange Offer. The Exchange Offer shall be on Act and without material restrictions under the appropriate form available to the Issuers permitting (i) registration securities laws of a substantial proportion of the Exchange Notes to be offered in exchange for several states of the Initial Notes that are Transfer Restricted Securities and (ii) resales of Exchange Notes 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 any Issuer or any of their Affiliates) as contemplated by Section 3(c) belowUnited States.