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) hereof have been complied with), the Issuers and the Guarantors shall (i) cause to be filed with the Commission sufficiently promptly so as to avoid a Registration Default with respect to the Exchange Offer, a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer (the “Exchange Offer Registration Statement”), (ii) use their commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective under the Securities Act sufficiently promptly so as to avoid a Registration Default with respect to the Exchange Offer, (iii) in connection with the foregoing, file (A) all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Transfer Restricted Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under permitted by applicable law or Commission rule, regulation or policy (after the procedures set forth in Section 6(a6(a)(i) hereof below have been complied with), the Issuers and the Guarantors Company shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission sufficiently promptly so as to avoid a Registration Default with respect to no later than 120 days from the Exchange Offer, a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer date hereof (the “Exchange Offer Registration StatementFiling Deadline”), (ii) use their all commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective under no later than 210 days from the Securities Act sufficiently promptly so as to avoid a Registration Default with respect to date hereof (the 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 Exchange Offer 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 Securities Act and (C) cause all necessary filings filings, if any, in connection with the registration and qualification of the Exchange Securities to be made under the state securities or blue sky Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Securities to be offered in exchange for the Offered Securities that are Transfer Restricted Securities and to permit (ii) resales of Transfer Restricted Exchange Securities held by Broker-Dealers that tendered into the Exchange Offer Offered Securities that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Offered Securities acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) hereofbelow.

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) hereof have been complied with), the Issuers and the Guarantors shall (i) cause to be filed with the Commission sufficiently promptly so as to avoid a Registration Default with respect to the Exchange Offer, a Registration Statement under the Securities Act relating to the Exchange Securities (other than Transfer Restricted Securities acquired by any Broker-Dealer directly from the Issuers) and the Exchange Offer (the “Exchange Offer Registration Statement”), (ii) use their commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective under the Securities Act sufficiently promptly so as to avoid a Registration Default with respect to the Exchange Offer, (iii) in connection with the foregoing, file (A) all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, as promptly as practicable, commence the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities (other than Transfer Restricted Securities acquired by any Broker-Dealer directly from the Issuers) and to permit resales of Transfer Restricted Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.

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

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof below have been complied with), the Issuers Company and the Guarantors shall (i) cause to be filed file with the Commission sufficiently promptly so an Exchange Offer Registration Statement with respect to a registered offer to exchange the Initial Securities for Exchange Securities under the Indenture in the same aggregate principal amount as and with terms that shall be identical in all respects to avoid a Registration Default the Initial Securities (except that the Exchange Securities shall not contain terms with respect to the Exchange Offer, a Registration Statement under the Securities Act relating to the Exchange Securities interest rate step-up provision and the Exchange Offer (the “Exchange Offer Registration Statement”transfer restrictions), (ii) use their commercially reasonable best efforts to cause such Exchange Offer Registration Statement to become effective under the Securities Act sufficiently promptly so as to avoid a Registration Default with respect to the Exchange OfferAct, (iii) in connection with the foregoing, file (A) all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) if applicable, a Prospectus supplement or post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities to be made under the state securities or blue sky Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of promptly after such Exchange Offer Registration StatementStatement is declared effective, commence the Exchange Offer. The Exchange Offer Registration Statement shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Transfer Restricted Securities held by Broker-Dealers as contemplated by Section 3(c) hereofbelow.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof have been complied with), each of the Issuers Company and the Guarantors shall (i) cause to be filed with the Commission sufficiently promptly so as to avoid soon as practicable after the Closing Date, but in no event later than 465 days after the Closing Date (or if such 465th day is not a Registration Default with respect to Business Day, the Exchange Offernext succeeding Business Day), a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer (the “Exchange Offer Registration Statement”)Offer, (ii) use their commercially its reasonable best efforts to cause such Exchange Offer Registration Statement to become effective under at the Securities Act sufficiently promptly so as to avoid earliest possible time, but in no event later than 555 days after the Closing Date (or if such 555th day is not a Registration Default with respect to Business Day, the Exchange Offernext succeeding Business Day), (iii) in connection with the foregoing, file (A) all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings filings, if any, in connection with the registration and qualification of the Exchange Securities to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Transfer Restricted Initial Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under permitted by applicable federal law or Commission policy (after the procedures set forth in Section 6(a6(a)(i) hereof below have been complied with), the Issuers and the Guarantors shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission sufficiently promptly so as on or prior to avoid a Registration Default with respect to 210 days after the Exchange OfferClosing Date (such applicable filing deadline, a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer (the “Exchange Offer Registration StatementFiling Deadline”), (ii) use their all commercially reasonable efforts to cause such Exchange Offer Registration Statement to become be declared effective under by the Securities Act sufficiently promptly so as Commission on or prior to avoid a Registration Default with respect to 300 days after the Closing Date (such 300th day being the “Exchange OfferOffer 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 it to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) use all commercially reasonable efforts to cause all necessary filings filings, if any, in connection with the registration and qualification of the Initial Exchange Securities Notes to be made under the state securities or blue sky Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Initial Exchange Securities Notes to be offered in exchange for the Initial Notes that are Transfer Restricted Securities and to permit (ii) resales of Transfer Restricted Securities held Initial Exchange Notes by Broker-Dealers that tendered Initial Notes into the Exchange Offer 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 respective Affiliates) as contemplated by Section 3(c) hereofbelow.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof below have been complied with), the Issuers Company and the Guarantors shall (i) cause to be filed with the Commission sufficiently as promptly so as to avoid a Registration Default with respect to practicable after the Exchange OfferClosing Date, but in no event later than 90 days after the Closing Date, a Registration Statement under the Securities Act relating to the Exchange Securities Series B Notes (including the Subsidiary Guarantees) and the Exchange Offer (the “Exchange Offer Registration Statement”)Offer, (ii) use their all commercially reasonable efforts to cause such Exchange Offer Registration Statement to become be declared effective under by the Securities Act sufficiently Commission as promptly so as to avoid practicable, but in no event later than 180 days after the Closing Date (which 180-day period shall be extended for a Registration Default with respect number of days equal to the Exchange Offernumber 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 Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities Series B Notes (including the Subsidiary Guarantees) to be made under the state securities or blue sky Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, Offer and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting registration of the Exchange Securities Series B Notes (including the Subsidiary Guarantees) to be offered in exchange for the Transfer Restricted Securities and to permit resales of Transfer Restricted Securities Notes held by Broker-Dealers as contemplated by Section 3(c) hereofbelow.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof have been complied with), the Issuers The Company and the Guarantors shall (i) cause to be filed with the Commission sufficiently promptly so as to avoid a Registration Default with respect to the Exchange Offer, a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer (the “Exchange Offer Registration Statement”), (ii) use their commercially reasonable efforts to file with the Commission the Exchange Offer Registration Statement on an appropriate form and cause such Exchange Offer Registration Statement to become effective under the Securities Act sufficiently promptly so as to avoid a Registration Default with respect to the Exchange Offereffective, (iiiii) 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 it to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act Statement, and (C) cause all necessary filings filings, if any, in connection with the registration and qualification of the Exchange Securities Notes to be made under the state securities or blue sky Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iviii) unless the Exchange Offer shall not be permitted by applicable law or Commission policy (after the procedures set forth in Section 6(a)(i) below have been complied with), upon the effectiveness of such Exchange Offer Registration Statement, commence and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Securities Notes to be offered in exchange for the Initial Notes that are Transfer Restricted Securities and to permit (ii) resales of Transfer Restricted Securities held 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 the Company or any of its Affiliates) as contemplated by Section 3(c) hereofbelow.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof below have been complied with), ) or one of the Issuers and events set forth in Section 4(a)(ii) has occurred the Guarantors Company shall (i) cause to be filed with the Commission sufficiently promptly so as on or prior to avoid a Registration Default with respect to 90 days after the Exchange Offer, Closing Date a Registration Statement under the Securities Act relating to the Exchange Securities Notes and the Exchange Offer (the “Exchange Offer Registration Statement”)Offer, (ii) use their all commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective under no later than on or prior to 180 days after the Securities Act sufficiently promptly so as to avoid a Registration Default with respect to the Exchange OfferClosing Date, (iii) in connection with the foregoing, file (A) all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities Notes to be made under the state securities or blue sky Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon unless the effectiveness of such Exchange Offer would not be permitted by applicable law or Commission policy, the Company will commence the Exchange Offer and use all commercially reasonable efforts to issue on or prior to 30 business days, or longer if required by the federal securities laws, after the date on which such Registration StatementStatement was declared effective by the Commission, commence Exchange Notes in exchange for all Transfer Restricted Securities tendered prior thereto in the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting registration of the Exchange Securities Notes to be offered in exchange for the Transfer Restricted Securities and to permit resales of Transfer Restricted Securities Exchange Notes held by Broker-Dealers as contemplated by Section 3(c) hereofbelow. The 90, 180 and 30 business day periods referred to in (i), (ii) and (iii) of this Section 3(a) shall not include any period during which the Company is pursuing a Commission ruling pursuant to Section 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) hereof have been complied with), each of the Issuers Company, the Co-Issuer and the Guarantors shall (i) use its commercially reasonable efforts to cause to be filed with the Commission sufficiently promptly so as to avoid soon as practicable after the Closing Date, but in no event later than 180 days after the Closing Date (or if such 180th day is not a Registration Default with respect to Business Day, the Exchange Offernext succeeding Business Day), a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer (the “Exchange Offer Registration Statement”)Offer, (ii) use their its commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective under as promptly as possible (unless it becomes effective automatically upon filing), but in no event later than 365 days after the Securities Act sufficiently promptly so as to avoid Closing Date (or if such 365th day is not a Registration Default with respect to Business Day, the Exchange Offernext succeeding Business Day), (iii) in connection with the foregoing, file (A) all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Transfer Restricted Initial Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof have been complied with), each of the Issuers Company and the Guarantors shall (i) cause to be filed with the Commission sufficiently promptly so as to avoid a Registration Default with respect to the Exchange Offer, file a Registration Statement filed under the Securities Act relating to the Exchange Securities and the Exchange Offer with the Commission on or prior to 15 days after the date that the Company would be obligated to file its Form 10-K for the year ended December 31, 2010 with the Commission if the Company were a non-accelerated filer subject to Sections 13 or 15(d) of the Exchange Act (the “Exchange Offer Registration Statement10-K Filing Date”), (ii) use their commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective under as promptly as possible (unless it becomes effective automatically upon filing), but in no event later than 120 days after the Securities Act sufficiently promptly so as to avoid 10-K Filing Date (or if such 120th day is not a Registration Default with respect to Business Day, the Exchange Offer, next succeeding Business Day) 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 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 430B under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Transfer Restricted Initial Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under permitted by applicable federal law or Commission policy (after the procedures set forth in Section 6(a6(a)(i) hereof below have been complied with), the Issuers Company and the Subsidiary Guarantors shall (i) cause to be filed with the Commission sufficiently promptly so as Commission, on or prior to avoid a Registration Default with respect to 60 days after the Exchange OfferClosing Date, a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer (the “Exchange Offer Registration Statement”), (ii) use their commercially reasonable best efforts to cause such Exchange Offer Registration Statement to become effective under at the Securities Act sufficiently promptly so as to avoid a Registration Default with respect to earliest possible time, but in no event later than 150 days after the Exchange OfferClosing 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 Securities Act and (C) cause all necessary filings filings, if any, in connection with the registration and qualification of the Exchange Securities Series B Senior Notes to be made under the state securities or blue sky Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, Offer and (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 Exchange Securities Series B Senior Notes to be offered in exchange for the Series A Senior Notes that are Transfer Restricted Securities and to permit resales sales of Broker-Dealer Transfer Restricted Securities held by Restricted Broker-Dealers as contemplated by Section 3(c) hereofbelow.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof have been complied with), the Issuers and the Guarantors shall Issuer shall, at its cost, (i) cause to be filed with the Commission sufficiently promptly so as to avoid a Registration Default with respect to the Exchange Offer, a Registration Statement under the Securities Act relating to the Exchange Securities (other than Transfer Restricted Securities acquired by any Broker-Dealer directly from the Issuer) and the Exchange Offer (the “Exchange Offer Registration Statement”), (ii) use their its commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective under the Securities Act sufficiently promptly so as to avoid a Registration Default with respect to the Exchange Offer, (iii) in connection with the foregoing, file (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) if applicable, file a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, promptly commence the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities (other than Transfer Restricted Securities acquired by any Broker-Dealer directly from the Issuer) and to permit resales of Transfer Restricted Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.

Registered Exchange Offer. (a) Unless To the Exchange Offer shall extent not be permissible under prohibited by any applicable law or Commission policy (and after the procedures set forth in Section 6(a6(a)(i) hereof below have been complied with), the Issuers and the Guarantors Company shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission sufficiently promptly so as to avoid a Registration Default with respect to soon as practicable after the Exchange OfferClosing Date, a Registration Statement under but in no event later than 120 days after the Securities Act relating to Closing Date (such 120th day being the Exchange Securities and the Exchange Offer (the “Exchange Offer Registration Statement”"FILING DEADLINE"), (ii) use their its commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective under at the Securities Act sufficiently promptly so as to avoid a Registration Default with respect to earliest possible time, but in no event later than 180 days after the Exchange OfferClosing Date (such 180th day being the "EFFECTIVENESS DEADLINE"), (iii) in connection with the foregoing, file (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer 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 Securities Act and (C) cause all necessary filings filings, if any, in connection with the registration and qualification of the Exchange Securities Series B Notes to be made under the state securities or blue sky Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer (provided that in no event shall the Company be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action that would subject it to service of process in suits, other than those arising out of the Exchange Offer, in any jurisdiction where it is not now so subject), and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Securities Series B Notes to be offered in exchange for the Series A Notes that are Transfer Restricted Securities and to permit (ii) resales of Transfer Restricted Securities held Series B Notes 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) hereofbelow.

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) hereof have been complied with), the Issuers Company and the Guarantors shall shall, at their cost, (i) cause to be filed with the Commission sufficiently promptly so as to avoid a Registration Default with respect to the Exchange Offer, a Registration Statement under the Securities Act relating to the Exchange Securities (other than Transfer Restricted Securities acquired by any Broker-Dealer directly from the Company) and the Exchange Offer (the “Exchange Offer Registration Statement”), (ii) use their commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective under the Securities Act sufficiently promptly so as to avoid a Registration Default with respect to the Exchange Offer, (iii) in connection with the foregoing, file (A) all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, promptly commence the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities (other than Transfer Restricted Securities acquired by any Broker-Dealer directly from the Company) and to permit resales of Transfer Restricted Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.

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

Registered Exchange Offer. (a) Unless To the Exchange Offer shall extent not be permissible under prohibited by any applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof have been complied with)policy, the Issuers Company and the Guarantors shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission sufficiently promptly so as to avoid a Registration Default with respect to no later than the Exchange Offer, a Registration Statement under 180th day after the Securities Act relating to initial issuance of the Exchange Securities and the Exchange Offer Initial Notes (such date being the “Exchange Offer Registration StatementFiling Deadline”), (ii) use their all commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective under no later than 270 days after the Securities Act sufficiently promptly so as to avoid a Registration Default with respect to Filing Deadline (such 270th day being the Exchange Offer“Effectiveness Deadline”), (iii) in connection with the foregoing, file use all commercially reasonable efforts to (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer 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 Securities Act Statement, and (C) cause all necessary filings filings, if any, in connection with the registration and qualification of the Exchange Securities Notes to be made under the state securities or blue sky Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, provided, however, that neither the Company nor any Guarantor shall be required to take any action that would subject them to general service of process or taxation in any jurisdiction where they are not already subject, and (iv) unless the Exchange Offer shall not be permitted by applicable law or Commission policy (after the procedures set forth in Section 6(a)(i) below have been complied with), upon the effectiveness of such Exchange Offer Registration Statement, commence and use all commercially reasonable efforts to Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Securities Notes to be offered in exchange for the Initial Notes that are Transfer Restricted Securities and to permit (ii) resales of Transfer Restricted Securities held 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 the Company or any of its Affiliates) as contemplated by Section 3(c) hereofbelow.

Registered Exchange Offer. (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) hereof below have been complied with), the Issuers and the Guarantors shall use all commercially reasonable efforts to (i) cause the Exchange Offer Registration Statement to be filed with the Commission sufficiently promptly so as to avoid a Registration Default with respect on or prior to the Exchange Offer, a Registration Statement under date that is 90 days after the Securities Act relating to Closing Date (such 90th day being the Exchange Securities and the Exchange Offer (the “Exchange Offer Registration Statement”"FILING DEADLINE"), (ii) use their commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective under the Securities Act sufficiently promptly so as to avoid a Registration Default with respect on or prior to the Exchange Offerdate that is 180 days after the Closing Date (such 180th day being the "EFFECTIVENESS DEADLINE"), (iii) in connection with the foregoing, file (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer 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 Securities Act and (C) cause all necessary filings filings, if any, in connection with the registration and qualification of the Exchange Securities Series B Notes to be made under the state securities or blue sky Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, use all commercially reasonable efforts to commence and Consummate the Exchange OfferOffer within 30 days. The Exchange Offer shall be on the appropriate form permitting registration of the Exchange Securities Series B Notes to be offered in exchange for the Series A Notes that are Transfer Restricted Securities and to permit resales of Transfer Restricted Securities held Series B Notes by any Broker-Dealers Dealer 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) hereofbelow.

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) hereof have been complied with), the Issuers and the Guarantors shall shall, at their cost, (i) cause to be filed with the Commission sufficiently promptly so as to avoid a Registration Default with respect to the Exchange Offer, a Registration Statement under the Securities Act relating to the Exchange Securities (other than Transfer Restricted Securities acquired by any Broker-Dealer directly from the Issuers) and the Exchange Offer (the “Exchange Offer Registration Statement”), (ii) use their commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective under the Securities Act sufficiently promptly so as to avoid a Registration Default with respect to the Exchange Offer, (iii) in connection with the foregoing, file (A) all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, promptly commence the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities (other than Transfer Restricted Securities acquired by any Broker-Dealer directly from the Issuers) and to permit resales of Transfer Restricted Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after assuming the procedures set forth in Section 6(a) hereof have been will be complied with, as applicable), or there are no Initial Securities outstanding, each of the Issuers Company and the Guarantors shall (i) use its commercially reasonable efforts to cause to be filed with the Commission sufficiently promptly so as to avoid a Registration Default with respect to the Exchange OfferCommission, a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer (the “Exchange Offer Registration Statement”)Offer, (ii) use their its commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective under the Securities Act sufficiently promptly so as to avoid a Registration Default with respect to the Exchange Offereffective, (iii) in connection with the foregoing, file (A) all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence the Exchange Offer. The Exchange Offer Offer, if required pursuant to this Section 3(a), shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Initial Securities and to permit resales of Transfer Restricted Initial Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof below have been complied with), the Issuers Company and the Guarantors shall (i) cause to be filed with the Commission sufficiently promptly so as to avoid a Registration Default with respect to on or before the Exchange Offer120th day after the Closing Date, a Registration Statement under the Securities Act relating to the Exchange Securities Notes, the Subsidiary Guarantees and the Exchange Offer (the “Exchange Offer Registration Statement”)Offer, (ii) use their commercially reasonable best efforts to cause such Exchange Offer Registration Statement to become effective under on or before the Securities Act sufficiently promptly so as to avoid a Registration Default with respect to 180th day after the Exchange OfferClosing Date, (iii) in connection with the foregoing, file (A) all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities 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 Exchange Securities Notes and the Subsidiary Guarantees to be made under the state securities or blue sky Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange OfferOffer to be Consummated, and (iv) upon the effectiveness of such Exchange Offer 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 Exchange Securities Notes to be offered in exchange for the Initial Notes that are Transfer Restricted Securities and to permit permitting resales of Transfer Restricted Securities the Exchange Notes held by Broker-Dealers that tendered into the Exchange Offer Initial Notes that such Broker-Dealers acquired for their 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) hereofbelow.

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) hereof below have been complied with), the Issuers and the Guarantors Company shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission sufficiently promptly so as to avoid a Registration Default with respect to no later than 120 days after the Exchange Offer, a Registration Statement under Closing Date (such 120th day being the Securities Act relating to the Exchange Securities and the Exchange Offer (the “Exchange Offer Registration Statement”"FILING DEADLINE"), (ii) use their commercially reasonable best efforts to cause such Exchange Offer Registration Statement to become effective under no later than 180 days after the Securities Act sufficiently promptly so as to avoid a Registration Default with respect to Closing Date (such 180th day being the 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 Exchange Offer 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 Securities Act and (C) cause all necessary filings filings, if any, in connection with the registration and qualification of the Exchange Securities Notes to be made under the state securities or blue sky Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and use all commercially reasonable efforts to Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (I) registration of the Exchange Securities Notes to be offered in exchange for the Notes that are Transfer Restricted Securities and to permit (II) resales of Transfer Restricted Securities held Exchange Notes by Broker-Dealers that tendered into the Exchange Offer Notes that such Broker-Dealer acquired for its own account as a result of market making activities or other trading activities (other than Notes acquired directly from the Company or any its Affiliates) as contemplated by Section 3(c) hereofbelow.

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) hereof below have been complied with)) or the policies, rules or regulations of the Commission, the Issuers and the Guarantors Company shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission sufficiently promptly so as to avoid a Registration Default with respect to the Exchange Offer, a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer (the “Exchange Offer Registration Statement”)Commission, (ii) use their its commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective under at the Securities Act sufficiently promptly so as to avoid a Registration Default with respect to the Exchange Offerearliest possible time, (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 it to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings filings, if any, in connection with the registration and qualification of the Exchange Securities Notes to be made under the state securities or blue sky Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon as soon as practicable following the effectiveness of such Exchange Offer Registration Statement, use its commercially reasonable efforts to commence and Consummate the Exchange Offer, but in no event later than 270 days after the date hereof. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Securities Notes to be offered in exchange for the Initial Notes that are Transfer Restricted Securities and to permit (ii) resales of Transfer Restricted Securities held 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 the Company or any of its Affiliates) as contemplated by Section 3(c) hereofbelow.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof have been complied with), the Issuers Company and the Guarantors shall (i) use their commercially reasonable efforts to cause to be filed with the Commission sufficiently promptly so as to avoid a Registration Default with respect to after the Exchange OfferIssue Date, a Registration Statement under the Securities Act relating to the Exchange Securities Notes and the Exchange Offer (the “Exchange Offer Registration Statement”)Offer, (ii) use their commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective under not later than 270 days after the Securities Act sufficiently promptly so as to avoid a Registration Default with respect to the Exchange OfferIssue Date, (iii) in connection with the foregoing, file (A) all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities Notes to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the offer and issuance of the Exchange Securities Notes to be offered in exchange for the Initial Notes that are Transfer Restricted Securities and to permit (ii) resales of Exchange Notes by Broker Dealers who currently hold Transfer Restricted Securities held by Broker-Dealers and that were acquired for their 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) hereofbelow.

Registered Exchange Offer. (a) Unless the Company shall reasonably determine that it is not permitted to file the Exchange Offer shall Registration Statement or to Consummate the Exchange Offer because the Exchange Offer is not be permissible under permitted by applicable law or Commission policy (after policy, subject to the procedures requirements set forth in Section 6(a) hereof have been complied with)hereof, the Issuers and the Guarantors Company shall (i) cause to be filed with the Commission sufficiently promptly so as to avoid soon as practicable after the Closing Date, but in no event later than 120 days after the Closing Date (or if such 120th day is not a Registration Default with respect to Business Day, the Exchange Offernext succeeding Business Day), a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer (the “Exchange Offer Registration Statement”)Offer, (ii) use their commercially reasonable its best efforts to cause such Exchange Offer Registration Statement to become effective under at the Securities Act sufficiently promptly so as to avoid earliest possible time, but in no event later than 180 days after the Closing Date (or if such 180th day is not a Registration Default with respect to Business Day, the Exchange Offernext succeeding Business Day), (iii) in connection with the foregoing, file (A) all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Transfer Restricted Initial Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.

Registered Exchange Offer. (a) Unless If, in the reasonable opinion of the Company after consultation with counsel, (i) the Registered Exchange Offer shall not then be permissible under applicable law and (ii) a Registration Statement (the "Exchange Offer Registration Statement") with respect to the Series F Preferred Stock or Commission policy (Class F Subordinated Debentures, as applicable, can be filed after the procedures set forth in Section 6(a) hereof have been complied with)initial sale of Series E Preferred Stock pursuant hereto, the Issuers and the Guarantors Company shall (ia) cause to be filed with the Commission sufficiently promptly so as to avoid a Registration Default with respect to after the Exchange Offer, Closing Date a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer (the “Exchange Offer Registration Statement”)Series F Preferred Stock or Class F Subordinated Debentures, as applicable, (iib) use their commercially its reasonable best efforts to cause such Exchange Offer Registration Statement to become effective under at the Securities Act sufficiently promptly so as to avoid a Registration Default with respect to the Exchange Offerearliest possible time thereafter, (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 Exchange Offer Registration Statement to become effective, (B2) if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act Act, and (C3) use its reasonable best efforts to cause all necessary filings in connection with the registration and qualification of the Exchange Securities Series F Preferred Stock or Class F Subordinated Debentures, as applicable, to be made registered under the state securities or blue sky Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Registered Exchange Offer, and (ivd) upon the effectiveness of such Exchange Offer Registration Statement, commence the Registered Exchange Offer. The Registered Exchange Offer shall be on the appropriate form permitting registration of the Exchange Securities Series F Preferred Stock or Class F Subordinated Debentures, as applicable, to be offered in exchange for the Transfer Restricted Securities and to permit resales of Transfer Restricted Securities held by Broker-Dealers as contemplated by Section 3(c) hereofSecurities.

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) hereof below have been complied with), the Issuers Company and the Guarantors shall (i) use all commercially reasonable efforts to cause to be filed with the Commission sufficiently promptly so as to avoid a Registration Default with respect to no later than 90 days after the Exchange OfferClosing Date, a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer (the “Exchange Offer Registration Statement”), (ii) use their all commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective under no later than 180 days after the Securities Act sufficiently promptly so as to avoid a Registration Default with respect to the Exchange OfferClosing Date, (iii) in connection with the foregoing, file use all commercially reasonable efforts to (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be reasonably necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings which to the knowledge of the Company and the Guarantors are reasonably necessary, if any, in connection with the registration and qualification of the Exchange Securities Series B Notes to be made under the state securities or blue sky Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, use all commercially reasonable efforts to commence and Consummate the Exchange OfferOffer within 30 Business Days of such effectiveness. The Exchange Offer shall be on the appropriate form permitting registration of the Exchange Securities Series B Notes to be offered in exchange for the Series A Notes that are Transfer Restricted Securities and to permit resales sales of Broker-Dealer Transfer Restricted Securities held by Restricted Broker-Dealers as contemplated by Section 3(c) hereofbelow.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under permitted by applicable federal law or policy of the Commission policy (after the procedures set forth in Section 6(a6(a)(i) hereof below have been complied with), the Issuers and the Guarantors Company shall use all commercially reasonable efforts to (i) cause the Exchange Offer Registration Statement to be filed with the Commission sufficiently promptly so as to avoid a Registration Default with respect on or prior to the Exchange Offer, a Registration Statement under date that is 90 days after the Securities Act relating to Closing Date (such 90th day being the Exchange Securities and the Exchange Offer (the “Exchange Offer Registration Statement”"FILING DEADLINE"), (ii) use their commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective under the Securities Act sufficiently promptly so as to avoid a Registration Default with respect on or prior to the Exchange Offerdate that is 180 days after the Closing Date (such 180th day being the "EFFECTIVENESS DEADLINE"), (iii) in connection with the foregoing, file (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer 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 Securities Act and (C) cause all necessary filings filings, if any, in connection with the registration and qualification of the Exchange Securities Notes to be made under the state securities or blue sky Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, use all commercially reasonable efforts to commence and Consummate the Exchange OfferOffer within 30 days. The Exchange Offer shall be on the appropriate form permitting registration of the Exchange Securities Notes to be offered in exchange for the Initial Notes that are Transfer Restricted Securities and to permit resales of Transfer Restricted Securities held Exchange Notes by any Broker-Dealers Dealer that tendered into the Exchange Offer for 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) hereofbelow.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (No later than 365 days after the procedures set forth in Section 6(a) hereof have been complied with)Closing Date, the Issuers and the Guarantors Guarantor shall (i) cause to be filed with the Commission sufficiently promptly so as to avoid a Registration Default with respect to the Exchange Offer, a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer (the “Exchange Offer Registration Statement”), (ii) use their all commercially reasonable efforts to file and cause such the Exchange Offer Registration Statement to become be declared effective under by the Securities Act sufficiently promptly so as to avoid a Registration Default with respect to the Exchange OfferCommission, (iiiii) 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 it to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act Statement, and (C) cause all necessary filings filings, if any, in connection with the registration and qualification of the Exchange Securities Notes to be made under the state securities or blue sky Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iviii) unless the Exchange Offer shall not be permitted by applicable law or Commission policy (after the procedures set forth in Section 6(a)(i) below have been complied with), upon the effectiveness of such Exchange Offer Registration Statement, commence and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Securities Notes to be offered in exchange for the Initial Notes that are Transfer Restricted Securities and to permit (ii) resales of Transfer Restricted Securities held 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 the Issuers or any of their Affiliates) as contemplated by Section 3(c) hereofbelow.

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

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under permitted by applicable federal law or policy of the Commission policy (after the procedures set forth in Section 6(a5(a)(i) hereof below have been complied with), the Issuers and the Guarantors Company shall use all commercially reasonable efforts to (i) cause the Exchange Offer Registration Statement to be filed with the Commission sufficiently promptly so as to avoid a Registration Default with respect on or prior to the Exchange Offer, a Registration Statement under date that is 120 days after the Securities Act relating to the Exchange Securities and the Exchange Offer Closing Date (such 120th day being the “Exchange Offer Registration StatementFiling Deadline”), (ii) use their commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective under the Securities Act sufficiently promptly so as to avoid a Registration Default with respect on or prior to the Exchange Offerdate that is 240 days after the Closing Date (such 240th day being the “Effectiveness Deadline”), (iii) in connection with the foregoing, file (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer 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 Securities Act and (C) cause all necessary filings filings, if any, in connection with the registration and qualification of the Exchange Securities Notes to be made under the state securities or blue sky Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, use all commercially reasonable efforts to commence and Consummate the Exchange OfferOffer within 30 days. The Exchange Offer shall be on the appropriate form permitting registration of the Exchange Securities Notes to be offered in exchange for the Initial Notes that are Transfer Restricted Securities and to permit resales of Transfer Restricted Securities held Exchange Notes by any Broker-Dealers Dealer that tendered into the Exchange Offer for 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) hereofbelow.

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) hereof have been complied with), or there are no Transfer Restricted Securities outstanding, the Issuers Company and the Guarantors shall shall, as soon as practicable after the Closing Date, (i) cause the Exchange Offer Registration Statement to be filed with the Commission sufficiently promptly so as to avoid a Registration Default with respect to the Exchange Offer, a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer (the “Exchange Offer Registration Statement”)Commission, (ii) use their commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective under the Securities Act sufficiently promptly so as to avoid a Registration Default with respect to the Exchange Offereffective, (iii) in connection with the foregoing, file use commercially reasonable efforts to (A) file all pre-effective preeffective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer 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 Securities Act and (C) cause all necessary filings filings, if any, in connection with the registration and qualification of the Exchange Securities to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, provided, however, that neither the Company nor any Guarantor shall be required to take any action that would subject them to general service of process or taxation in any jurisdiction where they are not already subject, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence the Exchange Offer. Each of the Company and the Guarantors shall use commercially reasonable efforts to Consummate the Exchange Offer as soon as practicable after the Closing Date, but in any event not later than 180 days following the Closing Date (such 180th day being the “Exchange Date”). The Exchange Offer Offer, if required pursuant to this Section 3(a), shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Transfer Restricted Initial Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.

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

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under permitted by applicable law or Commission rule, regulation or policy (after the procedures set forth in Section 6(a6(a)(i) hereof below have been complied with), the Issuers and the Guarantors Company shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission sufficiently promptly so as to avoid a Registration Default with respect to the Exchange Offerno later than May 16, a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer 2012 (the “Exchange Offer Registration StatementFiling Deadline”), (ii) use their all commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective under no later than August 14, 2012 (the Securities Act sufficiently promptly so as to avoid a Registration Default with respect to the 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 Exchange Offer 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 Securities Act and (C) cause all necessary filings filings, if any, in connection with the registration and qualification of the Exchange Securities to be made under the state securities or blue sky Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Securities to be offered in exchange for the Offered Securities that are Transfer Restricted Securities and to permit (ii) resales of Transfer Restricted Exchange Securities held by Broker-Dealers that tendered into the Exchange Offer Offered Securities that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Offered Securities acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) hereofbelow.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under permitted by applicable law or Commission rule, regulation or policy (after the procedures set forth in Section 6(a6(a)(i) hereof below have been complied with), the Issuers and the Guarantors Company shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission sufficiently promptly so as to avoid a Registration Default with respect to no later than 365 days from the Exchange Offer, a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer date hereof (the “Exchange Offer Registration StatementFiling Deadline”), (ii) use their all commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective under no later than 365 days from the Securities Act sufficiently promptly so as to avoid a Registration Default with respect to date hereof (the 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 Exchange Offer 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 Securities Act and (C) cause all necessary filings filings, if any, in connection with the registration and qualification of the Exchange Securities to be made under the state securities or blue sky Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Securities to be offered in exchange for the Offered Securities that are Transfer Restricted Securities and to permit (ii) resales of Transfer Restricted Exchange Securities held by Broker-Dealers that tendered into the Exchange Offer Offered Securities that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Offered Securities acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) hereofbelow.

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) hereof below have been complied with), the Issuers and the Guarantors Holdings shall (i) cause to be filed with the Commission sufficiently promptly so as to avoid a Registration Default with respect to the Exchange Offer, a Registration Statement under the Securities Act with the Commission as soon as practicable after the Closing Date, but in no event later than 60 days after the Closing Date, an Exchange Offer Registration Statement relating to the Exchange Securities Series B Senior Preferred Stock and the Exchange Offer (the “Exchange Offer Registration Statement”)Offer, (ii) use their commercially reasonable its best efforts to cause such Exchange Offer Registration Statement to become effective under at the Securities Act sufficiently promptly so as to avoid a Registration Default with respect to earliest possible time, but in no event later than 120 days after the Exchange OfferClosing Date, (iii) in connection with the foregoing, file (A) all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities to be made Series B Senior Preferred Stock as are necessary under the state securities or blue sky Blue Sky laws of such jurisdictions as are necessary in order to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence use its best efforts to issue on or prior to 150 days after the Closing Date (the "Exchange Offer Effectiveness Date") Series B Senior Preferred Stock in exchange for all Series A Senior Preferred Stock tendered prior thereto in the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting registration of the Exchange Securities Series B Senior Preferred Stock to be offered in exchange for the Transfer Restricted Securities and to permit resales of Transfer Restricted Securities held by Broker-Dealers as contemplated by Section 3(c) hereofbelow.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof have been complied with), the Issuers and the Guarantors shall (i) Company will use its commercially reasonable efforts to cause to be filed with the Commission sufficiently promptly so as to avoid a Registration Default with respect to the Exchange Offer, a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer to become effective as soon as reasonably practicable, but in no event later than 310 days after the Closing Date (or if such 310th day is not a Business Day, the “Exchange Offer Registration Statement”next succeeding Business Day), (ii) use their commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective under the Securities Act sufficiently promptly so as to avoid a Registration Default with respect to the Exchange Offer, (iii) in connection with the foregoing, file (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) file if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange OfferOffer (provided, however, that the Company shall not be required to register or qualify as a foreign corporation where it is not then so qualified or to take any action that would subject it to the service of process in suits or to taxation, other than as to matters and transactions relating to the Registration Statement, in any jurisdiction where it is not then so subject), and (iviii) upon the effectiveness of such Exchange Offer Registration Statement, commence the Exchange Offer. The Exchange Offer Registration Statement shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Transfer Restricted Exchange Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.

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

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

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof have been complied with), each of the Issuers Company and the Guarantors shall (i) cause to be filed with the Commission sufficiently promptly so as to avoid soon as practicable after the Closing Date, but in no event later than 180 days after the Closing Date (or if such 180th day is not a Registration Default with respect to Business Day, the Exchange Offernext succeeding Business Day), a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer (the “Exchange Offer Registration Statement”)Offer, (ii) use their commercially its reasonable best efforts to cause such Exchange Offer Registration Statement to become be declared effective under by the Securities Act sufficiently promptly so as to avoid Commission at the earliest possible time, but in no event later than 325 days after the Closing Date (or if such 325th day is not a Registration Default with respect to Business Day, the Exchange Offernext succeeding Business Day), (iii) in connection with the foregoing, file (A) all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence the Exchange OfferOffer to issue the Exchange Notes. The Exchange Offer shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Transfer Restricted Initial Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under permitted by applicable federal law or Commission policy (after the procedures set forth in Section 6(a6(a)(i) hereof below have been complied with), the Issuers and the Guarantors Company shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission sufficiently promptly so as to avoid a Registration Default with respect to within 30 days after the Exchange Offerearlier of (a) the date of filing of the Company's Annual Report on Form 10-K for the year ended December 31, a Registration Statement 2004 and (b) the date on which such report should have been timely filed under the Securities Act relating to (such 30th day being the Exchange Securities and the Exchange Offer (the “Exchange Offer Registration Statement”"Filing Deadline" for purposes of this Section 3), (ii) use their its commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective under at the Securities Act sufficiently promptly so as to avoid a Registration Default with respect to earliest possible time, but in no event later than 360 days after the Exchange Offerdate of the Offering Memorandum (such 360th day being the "Effectiveness Deadline" for purposes of this Section 3), (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 it to become effective, effective and (B) if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings filings, if any, in connection with the registration and qualification of the Exchange Securities Notes to be made under the state securities or blue sky Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, 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 Exchange Securities Notes to be offered in exchange for the Initial Notes that are Transfer Restricted Securities and to permit (ii) resales of Transfer Restricted Securities held 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 the Company or any of its Affiliates) as contemplated by Section 3(c) hereofbelow.

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) hereof below have been complied with), the Issuers and the Guarantors Company shall (i) cause to be filed with the Commission sufficiently promptly so as to avoid a Registration Default with respect to soon as practicable after the Exchange OfferClosing Date, a Registration Statement under but in no event later than 30 days after the Securities Act relating to Closing Date, the Exchange Securities and the Exchange Offer (the “Exchange Offer Registration Statement”), (ii) use their commercially reasonable its best efforts to cause such Exchange Offer Registration Statement to become effective under at the Securities Act sufficiently promptly so as to avoid a Registration Default with respect to earliest possible time, but in no event later than 120 days after the Exchange OfferClosing 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 Securities Act and (C) cause all necessary filings filings, if any, in connection with the registration and qualification of the New Preferred Stock or the New Exchange Securities Debentures, as the case may be, to be made under the state securities or blue sky Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting registration of the New Preferred Stock or the New Exchange Securities Debentures, as the case may be, to be offered in exchange for the Preferred Stock or the Exchange Debentures, as the case may be, that are Transfer Restricted Securities and to permit resales sales of Broker-Dealer Transfer Restricted Securities held by Restricted Broker-Dealers as contemplated by Section 3(c) hereofbelow.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under permitted by applicable law or Commission policy (after the procedures set forth in Section 6(a6(a)(i) hereof 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 sufficiently promptly so as to avoid a Registration Default with respect to no later than 90 days after the Exchange Offer, a Registration Statement under Closing Date (such 90th day being the Securities Act relating to the Exchange Securities and the Exchange Offer (the “Exchange Offer Registration Statement”"FILING DEADLINE"), (ii) use their all commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective under no later than 180 days after the Securities Act sufficiently promptly so as to avoid a Registration Default with respect to Closing Date (such 180th day being the 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 Exchange Offer 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 Securities Act and (C) cause all necessary filings filings, if any, in connection with the registration and qualification of the Exchange Securities Notes to be made under the state securities or blue sky Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Securities Notes to be offered in exchange for the Initial Notes that are Transfer Restricted Securities and to permit (ii) resales of Transfer Restricted Securities held 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 the Company or any of its Affiliates) as contemplated by Section 3(c) hereofbelow.

Registered Exchange Offer. (a) Unless the Registered Exchange Offer shall not be permissible under permitted by applicable law or Commission policy (after applicable interpretation of the procedures set forth in Section 6(a) hereof have been complied with)staff of the Commission, the Issuers and the Guarantors Company shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission sufficiently promptly so as on or prior to avoid a Registration Default with respect to 365 days after the Exchange Offer, a Registration Statement under Closing Date (such 365th day being the Securities Act relating to the Exchange Securities and the Exchange Offer (the “Exchange Offer Registration Statement”"Filing Deadline"), (ii) use their commercially its reasonable best efforts to cause such Exchange Offer Registration Statement to become effective under at the Securities Act sufficiently promptly so as to avoid a Registration Default with respect to earliest possible time, but in no event later than 365 days after the Exchange OfferClosing Date (such day being the "Effectiveness Deadline"), (iii) in connection with the foregoing, file (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer 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 Securities Act and (C) cause all necessary filings filings, if any, in connection with the registration and qualification of the Exchange Securities Series B Notes to be made under the state securities or blue sky Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Registered Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and Consummate the Registered Exchange Offer. The Registered Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Securities Series B Notes to be offered in exchange for the Series A Notes that are Transfer Restricted Securities and to permit (ii) resales of Transfer Restricted Securities held Series B Notes by Broker-Dealers that tendered Series A Notes into the Registered Exchange Offer 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) hereofbelow.

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) hereof have been complied with), the Issuers and the Guarantors The Company shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission sufficiently promptly so as to avoid a Registration Default with respect to soon as practicable after the Exchange OfferClosing Date, a Registration Statement under but in no event later than 90 days after the Securities Act relating to Closing Date (such 90th day being the Exchange Securities and the Exchange Offer (the “Exchange Offer Registration Statement”"Filing Deadline"), (ii) use their its commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective under at the Securities Act sufficiently promptly so as to avoid a Registration Default with respect to earliest possible time, but in no event later than 180 days after the Exchange OfferClosing Date (such 180th day being the "Effectiveness Deadline"), (iii) in connection with the foregoing, file (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer 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 Securities Act and (C) cause all necessary filings filings, if any, in connection with the registration and qualification of the Exchange Securities Notes to be made under the state securities or blue sky Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, unless the Exchange Offer shall not be permitted by applicable law or Commission policy, 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 Exchange Securities Notes to be offered in exchange for the Notes that are Transfer Restricted Securities and to permit (II) resales of Transfer Restricted Securities held Exchange Notes by Broker-Dealers that tendered into the Exchange Offer Notes that such Broker-Dealer acquired for its own account as a result of market making activities or other trading activities (other than Notes acquired directly from the Company or any its Affiliates) as contemplated by Section 3(c) hereofbelow.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof have been complied with), the Issuers and the Guarantors The Company shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission sufficiently promptly so as on or prior to avoid a Registration Default with respect to the Exchange OfferJuly 31, a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer 2017 (such date being the “Exchange Offer Registration StatementFiling Deadline”), (ii) use their all commercially reasonable efforts to cause such have the Exchange Offer Registration Statement declared effective on or prior to become effective under 90 days after the Securities Act sufficiently promptly so as to avoid a Filing Deadline (such date being the “Exchange Offer Registration Default with respect to the Exchange OfferStatement 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 the Exchange Offer Registration Statement to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings filings, if any, in connection with the registration and qualification of the Exchange Securities Notes to be made under the state securities or blue sky Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) unless the Exchange Offer shall not be permitted by applicable law or Commission policy (after the procedures set forth in Section 6(a)(i) below have been complied with), upon the effectiveness of such Exchange Offer Registration Statement, commence and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Securities Notes to be offered in exchange for the Transfer Restricted Securities Initial Notes and to permit (ii) resales of Transfer Restricted Securities held 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 the Company or any of its Affiliates) as contemplated by Section 3(c) hereofbelow.

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) hereof 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 sufficiently promptly so as on or prior to avoid a Registration Default with respect to 180 days after the Exchange Offer, a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer Closing Date (the “Exchange Offer Registration StatementFiling Deadline”), (ii) use their commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective under the Securities Act sufficiently promptly so as on or prior to avoid a Registration Default with respect to 120 days after the Exchange OfferOffer Registration Statement is filed (the “Effectiveness Deadline”), (iii) in connection with the foregoing, file (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be reasonably necessary in order to cause such Exchange Offer 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 Securities Act and (C) cause all necessary filings filings, if any, in connection with the registration and qualification of the Exchange Securities to be made under the state securities or blue sky Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence commence, and use their commercially reasonable efforts to Consummate, the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (I) registration of the Exchange Securities to be offered in exchange for the Securities that are Transfer Restricted Securities and to permit (II) resales of Transfer Restricted Exchange Securities held by Broker-Dealers that tendered into the Exchange Offer Securities that such Broker-Dealer acquired for its own account as a result of market making activities or other trading activities (other than Securities acquired directly from the Company or any Affiliate of the Company) as contemplated by Section 3(c) hereofbelow.

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) hereof below have been complied with), the Issuers and the Guarantors Company shall (i) cause to be filed the Exchange Offer Registration Statement with the Commission sufficiently promptly so as to avoid a Registration Default with respect on or prior to the Exchange Offer, a Registration Statement under earlier to occur of (A) an offering of securities of the Securities Act relating Company pursuant to which the Company is thereafter subject to the Exchange Securities and reporting requirements of the Exchange Offer Act and (B) 300 days after the “Exchange Offer Registration Statement”Closing Date (such date to be the "Filing Date"), (ii) use their commercially reasonable its best efforts to cause such Exchange Offer Registration Statement to become be declared effective under at the Securities Act sufficiently promptly so as to avoid a Registration Default with respect to earliest possible time, but in no event later than 60 days after the Exchange OfferFiling Date, (iii) in connection with the foregoing, file (A) file all pre-pre- effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings filings, if any, in connection with the registration and qualification of the Exchange Securities Series B Notes to be made under the state securities or blue sky Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, 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 Exchange Securities Series B Notes to be offered in exchange for the Series A Notes that are Transfer Restricted Securities and to permit resales sales of Broker-Dealer Transfer Restricted Securities held by Participating Broker-Dealers as contemplated by Section 3(c) hereofbelow.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof have been complied with), the The Issuers and the Guarantors shall (i) cause to be filed with the Commission sufficiently promptly so as to avoid a Registration Default with respect to the Exchange Offer, a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer (the “Exchange Offer Registration Statement”), (ii) use their commercially reasonable efforts to cause such the Exchange Offer Registration Statement to become be declared effective under by the Securities Act sufficiently promptly so as to avoid Commission no later than 240 days (or if such 240th day is not a Registration Default with respect to Business Day, the Exchange Offer, next Business Day) after the Closing Date (iiisuch 240th day being the “Effectiveness Deadline”) and (ii) 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 it to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act Statement, and (C) cause all necessary filings filings, if any, in connection with the registration and qualification of the Exchange Securities Notes to be made under the state securities or blue sky Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer; provided, and (iv) upon however, that none of the effectiveness Issuers or any Guarantor shall be required to take any action that would subject them to general service of such Exchange Offer Registration Statement, commence the Exchange Offerprocess or taxation in any jurisdiction where they are not already subject. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Securities Notes to be offered in exchange for the Initial Notes that are Transfer Restricted Securities and to permit (ii) resales of Transfer Restricted Securities held 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 the Issuers or any of its Affiliates) as contemplated by Section 3(c) hereofbelow.

Registered Exchange Offer. (a) Unless If either the Company or any direct or indirect parent of the Company (“Parent Company”) becomes subject to Section 13 or 15(d) of the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof have been complied with)Act, the Issuers Company and the Guarantors shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission sufficiently promptly so as to avoid a Registration Default with respect to the Exchange Offer, a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer (the “Exchange Offer Registration Statement”)Commission, (ii) use their commercially reasonable best efforts to cause such the Exchange Offer Registration Statement to become be declared effective under the Securities Act sufficiently promptly so as to avoid a Registration Default with respect to the Exchange OfferAct, (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 it to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings filings, if any, in connection with the registration and qualification of the Exchange Securities Notes to be made under the state securities or blue sky Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) unless the Exchange Offer shall not be permitted by applicable law or Commission policy (after the procedures set forth in Section 6(a)(i) below have been complied with), upon the effectiveness of such Exchange Offer Registration Statement, commence and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Securities Notes to be offered in exchange for the Initial Notes that are Transfer Restricted Securities and to permit (ii) resales of Transfer Restricted Securities held 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 the Company or any of its Affiliates) as contemplated by Section 3(c) hereofbelow.

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) hereof below have been complied with), the Issuers and the Guarantors Company shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission sufficiently promptly so as to avoid a Registration Default with respect to no later than 180 days after the Exchange Offer, a Registration Statement under Closing Date (such 180/th/ day being the Securities Act relating to the Exchange Securities and the Exchange Offer (the “Exchange Offer Registration Statement”"Filing Deadline"), (ii) use their all commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective under at the Securities Act sufficiently promptly so as to avoid a Registration Default with respect to earliest possible time, but in no event later than 270 days after the Exchange OfferClosing Date (such 270/th/ day being the "Effectiveness Deadline"), (iii) in connection with the foregoing, file (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer 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 Securities Act and (C) cause all necessary filings filings, if any, in connection with the registration and qualification of the Exchange Securities Notes to be made under the state securities or blue sky Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Securities Notes to be offered in exchange for the Notes that are Transfer Restricted Securities and to permit (ii) resales of Transfer Restricted Securities held Exchange Notes by Broker-Dealers that tendered into the Exchange Offer Notes that such Broker-Dealer acquired for its own account as a result of market making activities or other trading activities (other than Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) hereofbelow.

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) hereof below have been complied with), the Issuers Company and the Guarantors shall (i) cause to be filed with the Commission sufficiently promptly so as Commission, on or prior to avoid a Registration Default with respect to 365 days after the Exchange OfferClosing Date, a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer (the “Exchange Offer Registration Statement”), (ii) use their commercially reasonable best efforts to cause such Exchange Offer Registration Statement to become effective under at the Securities Act sufficiently promptly so as to avoid a Registration Default with respect to the Exchange Offerearliest possible time, but in no event later than 75 days after such filing, (iii) in connection with the foregoing, file (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings filings, if any, in connection with the registration and qualification of the Exchange Securities Notes to be made under the state securities or blue sky Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, 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 Exchange Securities Notes to be offered in exchange for the Subordinated Notes that are Transfer Restricted Securities and to permit resales sales of Broker-Dealer Transfer Restricted Securities held by Restricted Broker-Dealers as contemplated by Section 3(c) hereof.

Registered Exchange Offer. (a) Unless If any of the Securities are not Freely Tradable as of the 366th day following the Closing Date (or if such 366th day is not a Business Day, the next succeeding Business Day) (the “Exchange Date”), then, unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof have been complied with), each of the Issuers and the Guarantors shall (i) cause to be filed with the Commission sufficiently promptly so as to avoid a Registration Default with respect to the Exchange OfferCommission, a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer (the “Exchange Offer Registration Statement”)Offer, (ii) use their commercially its reasonable best efforts to cause such Exchange Offer Registration Statement to become effective under the Securities Act sufficiently promptly so as to avoid a Registration Default with respect to the Exchange Offereffective, (iii) in connection with the foregoing, file (A) all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effectiveeffective under the Securities Act, (B) if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, promptly commence the Exchange Offer. The Exchange Offer Offer, if required pursuant to this Section 3(a), shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Transfer Restricted Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof below have been complied with), ) the Issuers and the Guarantors Company shall (i) cause to be filed with the Commission sufficiently promptly so as to avoid a Registration Default with respect to after the Exchange OfferClosing Date, but in no event later than five (5) months after the Closing Date, a Registration Statement under the Securities Act relating to the Exchange Securities Notes and the Exchange Offer (the “Exchange Offer Registration Statement”)Offer, (ii) use their commercially its reasonable best efforts to cause such Exchange Offer Registration Statement to become effective under no later than eight (8) months after the Securities Act sufficiently promptly so as to avoid a Registration Default with respect to the Exchange OfferClosing Date, (iii) in connection with the foregoing, file (A) all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities Notes to be made under the state securities or blue sky Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon unless the effectiveness of such Exchange Offer would not be permitted by applicable law or Commission policy, the Company will commence the Exchange Offer and use its reasonable best efforts to issue on or prior to 30 business days after the date on which such Registration StatementStatement was declared effective by the Commission, commence 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 Exchange Securities Notes to be offered in exchange for the Transfer Restricted Securities and to permit resales of Transfer Restricted Securities Exchange Notes held by Broker-Dealers as contemplated by Section 3(c) hereofbelow.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under permitted by applicable law or Commission policy (after the procedures set forth in Section 6(a6(a)(iii)(A) hereof below have been complied with), the Issuers and the Guarantors Company shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission sufficiently promptly so as on or prior to avoid a Registration Default with respect to 180 days after the Exchange Offer, a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer Closing Date (the “Exchange Offer Registration StatementFiling Deadline”), (ii) use their its commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective under the Securities Act sufficiently promptly so as on or prior to avoid a Registration Default with respect to 60 days after the Exchange OfferOffer Registration Statement is filed (the “Effectiveness Deadline”), (iii) in connection with the foregoing, file (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be reasonably necessary in order to cause such Exchange Offer 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 Securities Act and (C) cause all necessary filings filings, if any, in connection with the registration and qualification of the Exchange Securities to be made under the state securities or blue sky Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence commence, and use its commercially reasonable efforts to Consummate, the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (I) registration of the Exchange Securities to be offered in exchange for the Securities that are Transfer Restricted Securities and to permit (II) resales of Transfer Restricted Exchange Securities held by Broker-Dealers that tendered into the Exchange Offer Securities that such Broker-Dealer acquired for its own account as a result of market making activities or other trading activities (other than Securities acquired directly from the Company or any Affiliate of the Company) as contemplated by Section 3(c) hereofbelow.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under by applicable U.S. law or Commission SEC policy (after the procedures set forth in Section 6(a6(a)(i) hereof below have been complied with), the Issuers and the Guarantors Company shall (i) cause the Exchange Offer Registration Statement to be submitted to the SEC on a confidential basis or to be filed with the Commission sufficiently promptly so as to avoid a Registration Default with respect to the Exchange OfferXXX xx Xxxx 00, a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer (the “Exchange Offer Registration Statement”)0000, (iixx) use their commercially its reasonable best efforts to cause such Exchange Offer Registration Statement to become effective under the Securities Act sufficiently promptly so as to avoid a Registration Default with respect to the Exchange Offerby September 30, 2004, (iii) in connection with the foregoing, file (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings filings, if any, in connection with the registration and qualification of the Exchange Securities Notes to be made under the state securities or blue sky Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, promptly commence the Exchange OfferOffer and Consummate the Exchange Offer by October 31, 2004. The Exchange Offer shall be on the appropriate form permitting registration of the Exchange Securities Notes to be offered in exchange for the Transfer Restricted Registrable Securities and to permit resales sales of Broker-Dealer Transfer Restricted Securities held by Restricted Broker-Dealers as contemplated by Section 3(c) hereofbelow. The time periods referred to in clauses (i) and (ii) of this Section 3(a) shall not include any period during which the Company is pursuing an SEC ruling pursuant to Section 6(a)(i) 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)(i) hereof below have been complied with), the Issuers and the Guarantors Company shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission sufficiently promptly so as to avoid a Registration Default with respect to no later than 90 days after the Exchange Offer, a Registration Statement under Closing Date (such 90th day being the Securities Act relating to the Exchange Securities and the Exchange Offer (the “Exchange Offer Registration Statement”"FILING DEADLINE"), (ii) use their all commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective under no later than 180 days after the Securities Act sufficiently promptly so as to avoid a Registration Default with respect to Closing Date (such 180th day being the 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 Exchange Offer 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 Securities Act and (C) cause all necessary filings filings, if any, in connection with the registration and qualification of the Exchange Securities Notes to be made under the state securities or blue sky Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Securities Notes to be offered in exchange for the Initial Notes that are Transfer Restricted Securities and to permit (ii) resales of Transfer Restricted Securities held 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 the Company or any of its Affiliates) as contemplated by Section 3(c) hereof.below. 2

Registered Exchange Offer. (a) Unless If the Exchange Offer shall restrictive legend on the Initial Securities has not be permissible been removed and the Initial Securities are not freely tradable pursuant to Rule 144 under applicable law or Commission policy the Securities Act (by Persons other than Affiliates of the Company) as of the 366th day after the procedures set forth in Section 6(a) hereof have been complied with)Closing Date, each of the Issuers Company and the Guarantors shall Guarantor shall, at their cost, (i) cause to be filed with the Commission sufficiently promptly so as to avoid a Registration Default with respect to the Exchange OfferCommission, a Registration Statement under the Securities Act relating to the Exchange Securities (other than Transfer Restricted Securities acquired by any Broker-Dealer directly from the Company) and the Exchange Offer (the “Exchange Offer Registration Statement”)Offer, (ii) use their commercially reasonable efforts (which shall include the filing of all necessary amendments to such Registration Statement) to cause such Exchange Offer Registration Statement to become be declared effective under by the Securities Act sufficiently promptly so as to avoid a Registration Default with respect to the Exchange Offer, Commission and (iii) in connection with the foregoing, file (A) all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, promptly commence the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities (other than Transfer Restricted Securities acquired by any Broker-Dealer directly from the Company) and to permit resales of Transfer Restricted Initial Securities held by Broker-Dealers as contemplated by Section 3(c) hereof. Neither the Company nor the Guarantor shall have any obligation under this Agreement to file a Registration Statement with the Commission or commence an Exchange Offer or any other offer pursuant to this Agreement if there are no Transfer Restricted Securities as of the 366th day after the Closing Date.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under permitted by applicable law or Commission rule, regulation or policy (after the procedures set forth in Section 6(a6(a)(i) hereof below have been complied with), the Issuers and the Guarantors Company shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission sufficiently promptly so as to avoid a Registration Default with respect to the Exchange Offerno later than March 12, a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer 2011 (the “Exchange Offer Registration StatementFiling Deadline”), (ii) use their all commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective under no later than June 10, 2011 (the Securities Act sufficiently promptly so as to avoid a Registration Default with respect to the 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 Exchange Offer 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 Securities Act and (C) cause all necessary filings filings, if any, in connection with the registration and qualification of the Exchange Securities to be made under the state securities or blue sky Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Securities to be offered in exchange for the Offered Securities that are Transfer Restricted Securities and to permit (ii) resales of Transfer Restricted Exchange Securities held by Broker-Dealers that tendered into the Exchange Offer Offered Securities that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Offered Securities acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) hereofbelow.

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) hereof have been complied with), the Issuers Company and the Guarantors shall (i) use its reasonable best efforts to cause the Exchange Offer Registration Statement to be filed with the Commission sufficiently promptly so as to avoid a Registration Default with respect to the Exchange Offer, a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer (the “Exchange Offer Registration Statement”)soon as practicable, (ii) use their commercially its reasonable best efforts to cause such Exchange Offer Registration Statement to become effective under at the Securities Act sufficiently promptly so as to avoid a Registration Default with respect to the Exchange Offerearliest possible time, (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 it to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings filings, if any, in connection with the registration and qualification of the Exchange Securities Notes to be made under the state securities or blue sky Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, subject to the proviso set forth in Section 6(d)(x) hereof, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and Consummate the Exchange Offer. The Exchange Offer Registration Statement shall be on the appropriate form permitting (i) registration of the Exchange Securities Notes to be offered in exchange for the Notes that are Transfer Restricted Securities and to permit (ii) resales of Transfer Restricted Securities held Exchange Notes by Broker-Dealers that tendered into the Exchange Offer Notes that such Broker-Dealer acquired for its own account as a result of market making activities or other trading activities (other than Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) hereof.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after After the procedures set forth in Section 6(a6(a)(i) hereof below have been complied with), the Issuers and the Guarantors Issuer shall (i) cause to be filed file the Exchange Offer Registration Statement with the Commission sufficiently promptly so as on or prior to avoid a Registration Default with respect to 60 days after the Exchange Offer, a Registration Statement under Closing Date (such 60th day being the Securities Act relating to the Exchange Securities and the Exchange Offer (the “Exchange Offer Registration Statement”"FILING DEADLINE"), (ii) use their commercially reasonable its best efforts to cause such have the Exchange Offer Registration Statement declared effective by the Commission on or prior to become effective under 120 days after the Securities Act sufficiently promptly so as to avoid a Registration Default with respect to Closing Date (such 120th day being the 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 Exchange Offer Registration Statement it to become be declared effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings filings, if any, in connection with the registration and qualification of the Exchange Securities Notes to be made under the state securities or blue sky Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon unless the effectiveness of Exchange Offer would not be permitted by applicable law or Commission policy, (A) the Issuer will commence the Exchange Offer; and (B) use its best efforts to issue on or prior to 30 business days, or longer, if required by the federal securities laws (such 30th or later day being the "CONSUMMATION DEADLINE"), after the date on which the Exchange Offer Registration StatementStatement was declared effective by the Commission, commence Exchange Notes in exchange for all Notes tendered prior thereto in the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Securities Notes to be offered in exchange for the Notes that are Transfer Restricted Securities and to permit (ii) resales of Transfer Restricted Securities held Exchange Notes by Broker-Dealers that tendered into the Exchange Offer Notes that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Notes acquired directly from the Issuer or any of their Affiliates) as contemplated by Section 3(c) hereofbelow.

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) hereof 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 sufficiently promptly so as to avoid a Registration Default with respect to within 120 days after the Exchange Offer, a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer Closing Date (such 120th day being the “Exchange Offer Registration StatementFiling Deadline”), (ii) use their all commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective under within 180 days after the Securities Act sufficiently promptly so as to avoid a Registration Default with respect to Closing Date (such 180th day being the 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 Exchange Offer 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 Securities Act and (C) cause all necessary filings filings, if any, in connection with the registration and qualification of the Exchange Securities Series B Notes to be made under the state securities or blue sky Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Securities Series B Notes to be offered in exchange for the Series A Notes that are Transfer Restricted Securities and to permit (ii) resales of Transfer Restricted Securities held Series B Notes 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) hereofbelow.

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) hereof below have been complied with), the Issuers and the Guarantors NEHC shall (i) cause to be filed with the Commission sufficiently promptly so as Commission, on or prior to avoid a Registration Default with respect to 30 days after the Exchange OfferClosing Date, a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer (the “Exchange Offer Registration Statement”), (ii) use their commercially reasonable its best efforts to cause such Exchange Offer Registration Statement to become effective under at the Securities Act sufficiently promptly so as to avoid a Registration Default with respect to earliest possible time, but in no event later than 120 days after the Exchange OfferClosing 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 Securities Act and (C) cause all necessary filings filings, if any, in connection with the registration and qualification of the Exchange Securities New Senior Discount Notes to be made under the state securities or blue sky Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange OfferOffer provided that in no event shall NEHC be obligated to qualify to do business in any jurisdiction where it is not now so qualified, or take any action which would subject it to General Service of Process in any jurisdiction where it is not now so subject, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, use its reasonable best efforts to commence and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting registration of the Exchange Securities New Senior Discount Notes to be offered in exchange for the Senior Discount Notes that are Transfer Restricted Securities and to permit resales sales of Broker-Dealer Transfer Restricted Securities held by Restricted Broker-Dealers as contemplated by Section 3(c) hereofbelow.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under permitted by applicable federal law or Commission policy (after the procedures set forth in Section 6(a6(a)(i) hereof 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 sufficiently promptly so as on or prior to avoid a Registration Default with respect to 120 days after the Exchange Offer, a Registration Statement under Closing Date (such 120th day being the Securities Act relating to the Exchange Securities and the Exchange Offer (the “Exchange Offer Registration Statement”"FILING DEADLINE"), (ii) use their all commercially reasonable efforts to cause such Exchange Offer Registration Statement to become be declared effective under by the Securities Act sufficiently promptly so as Commission on or prior to avoid a Registration Default with respect to 180 days after the Exchange OfferClosing Date (such 180th day being the "EFFECTIVENESS DEADLINE"), (iii) in connection with the foregoing, file (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer 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 Securities Act and (C) cause all necessary filings filings, if any, in connection with the registration and qualification of the Exchange Securities Series B Notes to be made under the state securities or blue sky Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon commence and use all commercially reasonable efforts to Consummate the effectiveness of such Exchange Offer not later than 30 Business Days, or longer, if required by the federal securities laws, after the Exchange Offer Registration Statement, commence Statement is declared effective (such 30th day being the Exchange Offer"CONSUMMATION DEADLINE"). The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Securities Series B Notes to be offered in exchange for the Series A Notes that are Transfer Restricted Securities and to permit (ii) resales of Transfer Restricted Securities held Series B Notes 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) hereofbelow.

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) hereof below have been complied with), the Issuers and the Guarantors Company shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission sufficiently promptly so as to avoid a Registration Default with respect to within 30 days after the Exchange Offerdate of the filing of the Company's Quarterly Report on Form 10-Q for the quarterly period ended June 30, a Registration Statement under 2004 (such 30th day being the Securities Act relating to the Exchange Securities and the Exchange Offer (the “Exchange Offer Registration Statement”"Filing Deadline" for purposes of this Section 3), (ii) use their its commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective under at the Securities Act sufficiently promptly so as to avoid a Registration Default with respect to earliest possible time, but in no event later than 360 days after the Exchange Offerdate of the Offering Memorandum (such 360th day being the "Effectiveness Deadline" for purposes of this Section 3), (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 it to become effective, effective and (B) if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings filings, if any, in connection with the registration and qualification of the Exchange Securities Notes to be made under the state securities or blue sky Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, 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 Exchange Securities Notes to be offered in exchange for the Initial Notes that are Transfer Restricted Securities and to permit (ii) resales of Transfer Restricted Securities held 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 the Company or any of its Affiliates) as contemplated by Section 3(c) hereofbelow.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof have been complied with), the Issuers The Company and the Guarantors shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission sufficiently promptly so as to avoid a Registration Default with respect to the Exchange Offer, a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer (the “Exchange Offer Registration Statement”)Commission, (ii) use their commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective under the Securities Act sufficiently promptly so as to avoid a Registration Default with respect to the Exchange Offereffective, (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 it to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act Statement, and (C) cause all necessary filings filings, if any, in connection with the registration and qualification of the Exchange Securities Notes to be made under the state securities or blue sky Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) unless the Exchange Offer shall not be permitted by applicable law or Commission policy (after the procedures set forth in Section 6(a)(i) below have been complied with), upon the effectiveness of such Exchange Offer Registration Statement, (A) commence and Consummate the Exchange Offer on or prior to September 8, 2014 (such date being the “Exchange Offer Consummation Deadline”) and (B) use their commercially reasonable efforts to issue on or prior to 35 Business Days, or longer, if required by applicable securities laws, after the date on which the Exchange Offer Registration Statement was declared effective by the Commission (such 35th Business Day, or such later date required by applicable securities laws, being the “Exchange Notes Issue Deadline”), Exchange Notes in exchange for all Initial Notes tendered prior thereto in the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Securities Notes to be offered in exchange for the Transfer Restricted Initial Notes that are Entitled Securities and to permit (ii) resales of Transfer Restricted Securities held 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 the Company or any of its Affiliates) as contemplated by Section 3(c) hereofbelow.

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) hereof have been complied with), the Issuers Company and the Guarantors shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission sufficiently promptly so as to avoid a Registration Default with respect on or prior to the Exchange Offer, a Registration Statement under later to occur of (A) 90 days after the Securities Act relating to Closing Date or (B) 30 days after the Exchange Securities and closing of the Exchange Offer Reorganization (such day being the “Exchange Offer Registration Statement”"Filing Deadline"), (ii) use their all commercially reasonable efforts to cause such Exchange Offer Registration Statement to become be declared effective under by the Securities Act sufficiently promptly so as to avoid a Registration Default with respect Commission on or prior to the Exchange Offerlater to occur of (A) 180 days after the Closing Date or (B) 120 days after the closing of the Reorganization (such day being the "Effectiveness Deadline"), (iii) in connection with the foregoing, file (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer 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 Securities Act and (C) cause all necessary filings filings, if any, in connection with the registration and qualification of the Exchange Securities Series B Notes to be made under the state securities or blue sky Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Securities Series B Notes to be offered in exchange for the Series A Notes that are Transfer Restricted Securities and to permit (ii) resales of Transfer Restricted Securities held Series B Notes 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) hereof.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under permitted by applicable federal law or Commission policy (after the procedures set forth in Section 6(aSections 5(a)(i) hereof have been complied with), the Issuers Company and the Guarantors shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission sufficiently promptly so as on or prior to avoid a Registration Default with respect to 90 days after the Exchange Offer, a Registration Statement under Closing Date (such 90th day being the Securities Act relating to the Exchange Securities and the Exchange Offer (the “Exchange Offer Registration Statement”"FILING DEADLINE"), (ii) use their all commercially reasonable efforts to cause such Exchange Offer Registration Statement to become be declared effective under on or prior to 270 days after the Securities Act sufficiently promptly so as to avoid a Registration Default with respect to Closing Date (such 270th day being the 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 Exchange Offer 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 Securities Act and (C) cause all necessary filings filings, if any, in connection with the registration and qualification of the Exchange Securities to be made under the state securities or blue sky Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, Offer and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and Consummate the Exchange Offer. The Exchange Offer Registration Statement shall be on the appropriate form permitting (I) registration of the Exchange Securities to be offered in exchange for the Securities that are Transfer Restricted Securities and to permit (II) resales of Transfer Restricted Exchange Securities held by Broker-Dealers that tendered into the Exchange Offer Securities that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Securities acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c2(c) hereof.

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) hereof below have been complied with), the Issuers Company and the Guarantors shall (i) use all commercially reasonable efforts to cause the Exchange Offer Registration Statement to be filed with the Commission sufficiently promptly so Commission, as to avoid a Registration Default with respect to soon as practicable after the Exchange OfferClosing Date, a Registration Statement under but in no event later than 90 days after the Securities Act relating to the Exchange Securities and the Exchange Offer Closing Date (such 90th day being the “Exchange Offer Registration StatementFiling Deadline”), (ii) use their all commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective under at the Securities Act sufficiently promptly so as to avoid a earliest possible time, but in no event later than the day that is the 180th day after such Exchange Offer Registration Default Statement was filed with respect to the Commission (such day being the “Exchange OfferOffer 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 it to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings filings, if any, in connection with the registration and qualification of the Exchange Securities Notes to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Securities Notes to be offered in exchange for the Initial Notes that are Transfer Restricted Securities and to permit (ii) resales of Transfer Restricted Securities held 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 the Company or any of its Affiliates) as contemplated by Section 3(c) hereofbelow. The Exchange Offer shall not be subject to any conditions, other than that (i) the Exchange Offer does not violate applicable law or any applicable interpretation of the staff of the SEC and (ii) no action or proceeding shall have been instituted or threatened in any court or by any governmental agency which might materially impair the ability of the Company and the Guarantors to proceed with the Exchange Offer, and no material adverse development shall have occurred in any existing action or proceeding with respect to the Company and Guarantors.

Registered Exchange Offer. (a) Unless If the Exchange Offer shall Company elects the Registration Alternative, then, to the extent not be permissible under prohibited by applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof have been complied with)policy, the Issuers Company and the Guarantors shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission sufficiently promptly so as to avoid a Registration Default with respect to no later than 180 days after the Exchange Offer, a Registration Statement under Closing Date (such 180th day being the Securities Act relating to the Exchange Securities and the Exchange Offer (the “Exchange Offer Registration Statement”"EXCHANGE OFFER REGISTRATION STATEMENT FILING DEADLINE"), (ii) use their all commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective under no later than 210 days after the Securities Act sufficiently promptly so as to avoid a Registration Default with respect to Closing Date (such 210th day being the Exchange Offer"EXCHANGE OFFER REGISTRATION STATEMENT 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 it to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings filings, if any, in connection with the registration and qualification of the Exchange Securities Notes to be made under the state securities or blue sky Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange OfferOffer (provided, however, that the Company will not be required to qualify generally to do business in any jurisdiction where it is not then so qualified or to take any action which would subject it to general service of process or to taxation in any such jurisdiction where it is not then so subject), and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence the Exchange OfferOffer as promptly as practicable. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Securities Notes to be offered in exchange for the Notes that are Transfer Restricted Securities and to permit (ii) resales of Transfer Restricted Securities held Exchange Notes by Broker-Dealers that tendered in the Exchange Offer that such Broker-Dealer acquired for its own account as a result of market making activities or other trading activities (other than Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) hereofbelow.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof 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 sufficiently promptly so as on or prior to avoid a Registration Default with respect to 120 days after the Exchange Offer, a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer (the “Exchange Offer Registration Statement”)Closing Date, (ii) use their commercially reasonable efforts to cause such the Exchange Offer Registration Statement to become effective under on or prior to 210 days after the Securities Act sufficiently promptly so as to avoid a Registration Default with respect to the Exchange OfferClosing Date, (iii) in connection with the foregoing, file use their commercially reasonable efforts (A) to 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) to file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) to cause all necessary filings in connection with the registration and qualification of the Exchange Securities Notes to be made under the state securities or blue sky Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer; PROVIDED, HOWEVER, that neither the Company nor any Guarantor shall be required in connection therewith to register or qualify as a foreign corporation, foreign limited liability company or other foreign entity where it is not then so qualified or take any action that would subject it to taxation or require it to file a general consent to service for process in any jurisdiction where it is not then so subject; and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting registration of the Exchange Securities Notes to be offered in exchange for the Transfer Restricted Securities and to permit resales of Transfer Restricted Securities held by Broker-Dealers as contemplated by Section 3(c) hereofbelow.

Registered Exchange Offer. (a) Unless the Company has reasonably determined that the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof have been complied with), each of the Issuers Company and the Guarantors shall (i) cause use their commercially reasonable efforts to be filed file with the Commission sufficiently promptly so as to avoid a Registration Default with respect to soon as practicable after the Exchange Offer, Closing Date a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer (the “Exchange Offer Registration Statement”)Offer, (ii) use their commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective under the Securities Act sufficiently promptly so as to avoid a Registration Default with respect on or prior to the Exchange Offer390th day after the Closing Date (or if such 390th day is not a Business Day, the next succeeding Business Day), (iii) in connection with the foregoing, file (A) all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer; provided, however, that the Company and the Guarantors shall not be required to (x) qualify as a foreign corporation or as a dealer in securities in any jurisdiction where it would not be otherwise required to qualify but for this Section 3(a) or (y) take any action that would subject it to general service of process or taxation in any such jurisdiction where it is not then so subject, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Transfer Restricted Initial Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof below have been complied with), the Issuers Company and the Guarantors shall (i) cause to be filed file with the Commission sufficiently promptly so an Exchange Offer Registration Statement with respect to a registered offer to exchange the New Securities for Exchange Securities under the Indenture in the same aggregate principal amount as and with terms that shall be identical in all respects to avoid a Registration Default the New Securities (except that the Exchange Securities shall not contain terms with respect to the Exchange Offer, a Registration Statement under the Securities Act relating to the Exchange Securities interest rate step-up provision and the Exchange Offer (the “Exchange Offer Registration Statement”transfer restrictions), (ii) use their commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective under the Securities Act sufficiently promptly so as to avoid a Registration Default with respect to the Exchange OfferAct, (iii) in connection with the foregoing, file (A) all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) if applicable, a Prospectus supplement or post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities to be made under the state securities or blue sky Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, Offer and (iv) upon the effectiveness of promptly after such Exchange Offer Registration StatementStatement is declared effective, commence the Exchange Offer. The Exchange Offer Registration Statement shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Transfer Restricted Securities held by Broker-Dealers as contemplated by Section 3(c) hereofbelow.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof have been complied with), the Issuers Company and the Guarantors Guarantor shall (i) cause to be filed file with the Commission sufficiently promptly so as to avoid a Registration Default Statement with respect to a registered offer to exchange the Initial Securities for Exchange Securities under the Indenture in the same aggregate principal amount as and with terms that shall be identical in all respects to the Initial Securities (except that the Exchange Securities shall not contain terms with respect to the Exchange Offer, a Registration Statement under the Securities Act relating to the Exchange Securities interest rate step-up provision and the Exchange Offer (the “Exchange Offer Registration Statement”transfer restrictions), (ii) use their commercially reasonable efforts to cause the Exchange Notes to have the same CUSIP number and ISIN number as the Existing Exchange Notes, (iii) use their commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective under the Securities Act sufficiently promptly so as to avoid a Registration Default with respect to the Exchange OfferAct, (iiiiv) in connection with the foregoing, file (A) all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (ivv) upon the effectiveness of promptly after such Exchange Offer Registration StatementStatement is declared effective, commence the Exchange Offer. The Exchange Offer Registration Statement shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Transfer Restricted Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.

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

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof have been complied with), or there are no Transfer Restricted Securities outstanding, each of the Issuers Company and the Guarantors shall shall: (i) cause to be filed with the Commission sufficiently promptly so as to avoid within 180 days after the Closing Date (or if such 180th day is not a Registration Default with respect to Business Day, the Exchange Offernext succeeding Business Day), a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer (the “Exchange Offer Registration Statement”)Offer, (ii) use their commercially its reasonable best efforts to cause such Exchange Offer Registration Statement to become effective under as promptly as practicable, but in no event later than 270 days after the Securities Act sufficiently promptly so as to avoid Closing Date (or if such 270th day is not a Registration Default with respect to Business Day, the Exchange Offernext succeeding Business Day) (the “Effectiveness Target Date”), (iii) in connection with the foregoing, file (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Transfer Restricted Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.

Registered Exchange Offer. (a) Unless The Company and the Guarantors shall (i) 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) hereof below have been complied with), cause the Issuers and the Guarantors shall (i) cause Exchange Offer Registration Statement to be filed with the Commission sufficiently promptly so as on or prior to avoid a Registration Default with respect to the Exchange OfferMay 4, a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer 2014 (such date being the “Exchange Offer Registration StatementFiling Deadline”), (ii) use their commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective under on or prior to July 13, 2014 (such date being the Securities Act sufficiently promptly so as to avoid a Registration Default with respect to the “Exchange OfferEffectiveness 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 it to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act Statement, and (C) cause all necessary filings filings, if any, in connection with the registration and qualification of the Exchange Securities Notes to be made under the state securities or blue sky Blue Sky laws of such jurisdictions in the United States (and such foreign jurisdictions as shall be mutually agreed) as are necessary to permit Consummation of the Exchange Offer; provided, and (iv) upon however, that neither the effectiveness Company nor any Guarantor shall be required to take any action that would subject them to general service of such Exchange Offer Registration Statement, commence the Exchange Offerprocess or taxation in any jurisdiction where they are not already subject. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Securities Notes to be offered in exchange for the Transfer Restricted Initial Notes that are Entitled Securities and to permit (ii) resales of Transfer Restricted Securities held 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 the Company or any of its Affiliates) as contemplated by Section 3(c) hereofbelow.

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) hereof below have been complied with)) or the policies, rules or regulations of the Commission, the Issuers and the Guarantors Company shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission sufficiently promptly so as to avoid a Registration Default with respect to the Exchange Offer, a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer (the “Exchange Offer Registration Statement”)Commission, (ii) use their its commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective under at the Securities Act sufficiently promptly so as to avoid a Registration Default with respect to the Exchange Offerearliest possible time, (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 it to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings filings, if any, in connection with the registration and qualification of the Exchange Securities Notes to be made under the state securities or blue sky Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon as soon as practicable following the effectiveness of such Exchange Offer Registration Statement, use its commercially reasonable efforts to commence and Consummate the Exchange Offer, but in no event later than 365 days after the date of the Offering Memorandum. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Securities Notes to be offered in exchange for the Initial Notes that are Transfer Restricted Securities and to permit (ii) resales of Transfer Restricted Securities held 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 the Company or any of its Affiliates) as contemplated by Section 3(c) hereofbelow.

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) hereof 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 sufficiently promptly so as to avoid a Registration Default with respect to soon as practicable after the Exchange OfferClosing Date, a Registration Statement under but in no event later than 90 days after the Securities Act relating to Closing Date (such 90th day being the Exchange Securities and the Exchange Offer (the “Exchange Offer Registration Statement”"EXCHANGE OFFER FILING DEADLINE"), (ii) use their commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective under at the Securities Act sufficiently promptly so as to avoid a Registration Default with respect to earliest possible time, but in no event later than 180 days after the Exchange OfferClosing Date (such 180th day being the "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 Exchange Offer 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 Securities Act and (C) cause all necessary filings filings, if any, in connection with the registration and qualification of the Exchange Securities Notes to be made under the state securities or blue sky Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon 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 OfferOffer in the time set forth in Section 3(b). The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Securities Notes to be offered in exchange for the Notes that are Transfer Restricted Securities and to permit (ii) resales of Transfer Restricted Securities held Exchange Notes by Broker-Dealers that tendered into the Exchange Offer Notes that such Broker-Dealer acquired for its own account as a result of market making activities or other trading activities (other than Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) hereofbelow.

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) hereof have been complied with)federal law, the Issuers and the Guarantors Company shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission sufficiently promptly so as to avoid a Registration Default with respect to soon as practicable after the Exchange OfferClosing Date, a Registration Statement under but in no event later than 60 days after the Securities Act relating to Closing Date (such 60th day being the Exchange Securities and the Exchange Offer (the “Exchange Offer Registration Statement”"FILING DEADLINE"), (ii) use their commercially reasonable its best efforts to cause such Exchange Offer Registration Statement to become effective under as soon as reasonably practicable, but in no event later than 150 days after the Securities Act sufficiently promptly so as to avoid a Registration Default with respect to Closing Date (such 150th day being the 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 Exchange Offer 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 Securities Act and (C) cause all necessary filings filings, if any, in connection with the registration and qualification of the Exchange Securities Series B Debentures to be made under the state securities or blue sky Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Securities Series B Debentures to be offered in exchange for the Series A Debentures that are Transfer Restricted Securities and to permit (ii) resales of Transfer Restricted Securities 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 Company or any of its Affiliates) as contemplated by Section 3(c) hereofbelow.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof have been complied with), or there are no Transfer Restricted Securities outstanding, each of the Issuers Company and the Guarantors shall (i) use its commercially reasonable efforts to cause to be filed with the Commission sufficiently promptly so as to avoid a Registration Default with respect to soon as reasonably practicable, but in any event no later than the Exchange OfferEffectiveness Target Date, after the Release Date (as defined in the Purchase Agreement), a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer (the “Exchange Offer Registration Statement”)Offer, (ii) use their its commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective under as soon as reasonably practicable but in any event no later than the Securities Act sufficiently promptly so as to avoid a Registration Default with respect to the Exchange OfferEffectiveness Target Date, (iii) in connection with the foregoing, file (A) all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Transfer Restricted Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under permitted by applicable federal law or Commission policy (after the procedures set forth in Section 6(a6(a)(i) hereof below have been complied with), the Issuers Company and the Subsidiary Guarantors shall (i) cause to be filed with the Commission sufficiently promptly so as Commission, on or prior to avoid a Registration Default with respect to 30 days after the Exchange OfferClosing Date, a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer (the “Exchange Offer Registration Statement”), (ii) use their commercially reasonable respective best efforts to cause such Exchange Offer Registration Statement to become effective under at the Securities Act sufficiently promptly so as to avoid a Registration Default with respect to earliest possible time, but in no event later than 120 days after the Exchange OfferClosing 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 Securities Act and (C) cause all necessary filings filings, if any, in connection with the registration and qualification of the Exchange Securities New Senior Subordinated Notes to be made under the state securities or blue sky Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange OfferOffer provided that in no event shall the Company be obligated to qualify to do business in any jurisdiction where it is not now so qualified, or take any action which would subject it to General Service of Process in any jurisdiction where it is not now so subject, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, use its reasonable best efforts to commence and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting registration of the Exchange Securities New Senior Subordinated Notes to be offered in exchange for the Senior Subordinated Notes that are Transfer Restricted Securities and to permit resales sales of Broker-Dealer Transfer Restricted Securities held by Restricted Broker-Dealers as contemplated by Section 3(c) hereofbelow.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under permitted by applicable federal law or Commission policy (after the procedures set forth in Section 6(a6(a)(i) hereof below have been complied with), the Issuers Company and the Subsidiary Guarantors shall (i) cause to be filed with the Commission sufficiently promptly so as to avoid a Registration Default with respect to no later than 90 days after the Exchange OfferClosing Date, a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer (the “Exchange Offer Registration Statement”), (ii) use their commercially its reasonable best efforts to cause such Exchange Offer Registration Statement to become effective under no later than 150 days after the Securities Act sufficiently promptly so as to avoid a Registration Default with respect to the Exchange OfferClosing 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 Securities 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 Exchange Securities New Senior Notes to be made under the state securities or blue sky Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting registration of the Exchange Securities New Senior Notes to be offered in exchange for the Senior Notes that are Transfer Restricted Securities and to permit resales sales of Broker-Dealer Transfer Restricted Securities held by Restricted Broker-Dealers as contemplated by Section 3(c) hereofbelow.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof have been complied with), or there are no Transfer Restricted Securities outstanding, each of the Issuers Company and the Guarantors shall (i) cause to be filed with the Commission sufficiently promptly so as to avoid a Registration Default with respect to the Exchange OfferCommission, a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer (the “Exchange Offer Registration Statement”)Offer, (ii) use their its commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective under the Securities Act sufficiently promptly so as to avoid a Registration Default with respect to the Exchange Offereffective, (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 in connection with the registration and qualification of the Exchange Securities to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon promptly following the effectiveness of such Exchange Offer Registration Statement, commence the Exchange Offer. The Each of the Company and the Guarantors shall use its commercially reasonable efforts to Consummate the Exchange Offer not later than 366 days following the Closing Date (or if such 366th day is not a Business Day, the next succeeding Business Day) (the “Exchange Date”); provided, however, that the Company shall not be required to Consummate such Exchange Offer if all of the Securities are Freely Tradable on or before the Exchange Date. If the Exchange Offer is required pursuant to this Section 3(a), the Exchange Offer Registration Statement shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Transfer Restricted Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under permitted by applicable federal law or Commission policy (after the procedures set forth in Section 6(a6(a)(i) hereof have been complied with), the Issuers and the Guarantors Issuer shall (i) use its reasonable best efforts to prepare and, not later than 180 days following the claim date (or if such day is not a Business Day, the next succeeding Business Day) cause the Exchange Offer Registration Statement to be filed with the Commission sufficiently promptly so as to avoid a Registration Default with respect to (such day being, for purposes of this Section 3, the Exchange Offer, a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer (the “Exchange Offer Registration Statement”"Filing Deadline"), (ii) use their commercially reasonable its best efforts to cause such Exchange Offer Registration Statement to become effective under no later than 300 days after the Securities Act sufficiently promptly so as to avoid Closing Date (of if such day is not a Registration Default with respect to Business Day, the Exchange Offernext succeeding Business Day) (such day being, for purposes of this Section 3, the "Effectiveness Deadline"), (iii) in connection with the foregoing, file (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer 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 Securities Act and (C) cause all necessary filings filings, if any, in connection with the registration and qualification of the Exchange Securities Notes to be made under the state securities or blue sky Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer; provided, however, that the Issuer shall not be required to (1) qualify as a foreign corporation or as a dealer in securities in any jurisdiction where it would not otherwise be required but for this Section 3(a), (2) file any general consent to service of process or (3) subject itself to taxation in any such jurisdiction if it is not so subject, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Securities Notes to be offered in exchange for the Notes that are Transfer Restricted Securities and to permit (ii) resales of Transfer Restricted Securities held Exchange Notes by any Broker-Dealers Dealer that tendered into the Exchange Offer Notes that such Broker-Dealer acquired for its own account as a result of market making activities or other trading activities (other than Notes acquired directly from the Issuer or any of its Affiliates) as contemplated by Section 3(c) hereof.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof have been complied with), the Issuers The Company and the Guarantors shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission sufficiently promptly so as to avoid a Registration Default with respect to soon as practicable after the Exchange OfferClosing Date, a Registration Statement under but in no event later than 90 days after the Securities Act relating to Closing Date (such 90th day being the Exchange Securities and the Exchange Offer (the “Exchange Offer Registration Statement”"FILING DEADLINE"), (ii) use their commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective under at the Securities Act sufficiently promptly so as to avoid a Registration Default with respect to earliest possible time, but in no event later than 180 days after the Exchange OfferClosing Date (such 180th day being the "EFFECTIVENESS DEADLINE"), (iii) in connection with the foregoing, file (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer 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 Securities Act and (C) cause all necessary filings filings, if any, in connection with the registration and qualification of the Exchange Securities Notes to be made under the state securities or blue sky Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, unless the Exchange Offer shall not be permitted by applicable law or Commission policy, use their commercially reasonable efforts to commence and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (I) registration of the Exchange Securities Notes to be offered in exchange for the Notes that are Transfer Restricted Securities and to permit (II) resales of Transfer Restricted Securities held Exchange Notes by Broker-Dealers that tendered into the Exchange Offer Notes that such Broker-Dealer acquired for its own account as a result of market making activities or other trading activities (other than Notes acquired directly from the Company or any its Affiliates) as contemplated by Section 3(c) hereofbelow.

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) hereof have been complied with)policy, the Issuers and the Guarantors Company shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission sufficiently as promptly so as to avoid a Registration Default with respect to practicable after the Exchange Offer, a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer (the “Exchange Offer Registration Statement”), date hereof (ii) use their its commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective under on or prior to 150 days after the Securities Act sufficiently promptly so as to avoid a Registration Default with respect to Closing Date (such 150th day being the “Exchange OfferOffer Effectiveness Deadline”), (iii) in connection with the foregoing, file use their respective commercially reasonable efforts to (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer 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 Securities Act and (C) cause all necessary filings filings, if any, in connection with the registration and qualification of the Exchange Securities to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer; provided, however, that the Company shall not be required to take any action that would subject them to general service of process or taxation in any jurisdiction where they are not already so subject, and (iv) upon as promptly as practicable after the effectiveness of such Exchange Offer Registration Statement, commence and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit (ii) resales of Transfer Restricted Exchange Securities held by Broker-Dealers that tendered into the Exchange Offer Initial Securities that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Initial Securities acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) hereofbelow.

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) hereof 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 sufficiently promptly so as to avoid a Registration Default with respect to soon as practicable after the Exchange Offer, a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer (the “Exchange Offer Registration Statement”)Closing Date, (ii) use their commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective under the Securities Act sufficiently promptly so as to avoid a Registration Default with respect to the Exchange Offersoon as practicable after filing, (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 it to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings filings, if any, in connection with the registration and qualification of the Exchange Securities Notes to be made under the state securities or blue sky Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (I) registration of the Exchange Securities Notes to be offered in exchange for the Notes that are Transfer Restricted Securities and to permit (II) resales of Transfer Restricted Securities held Exchange Notes by Broker-Dealers that tendered into the Exchange Offer Notes that such Broker-Dealer acquired for its own account as a result of market making activities or other trading activities (other than Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) hereofbelow.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under permitted by applicable law or Commission rule, regulation or policy (after the procedures set forth in Section 6(a6(a)(i) hereof below have been complied with), the Issuers and the Guarantors Company shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission sufficiently promptly so as to avoid a Registration Default with respect to the Exchange Offerno later than May 15, a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer 2010 (the “Exchange Offer Registration StatementFiling Deadline”), (ii) use their all commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective under no later than August 13, 2010 (the Securities Act sufficiently promptly so as to avoid a Registration Default with respect to the 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 Exchange Offer 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 Securities Act and (C) cause all necessary filings filings, if any, in connection with the registration and qualification of the Exchange Securities to be made under the state securities or blue sky Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Securities to be offered in exchange for the Offered Securities that are Transfer Restricted Securities and to permit (ii) resales of Transfer Restricted Exchange Securities held by Broker-Dealers that tendered into the Exchange Offer Offered Securities that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Offered Securities acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) hereofbelow.

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) hereof have been complied with), the Issuers Company and the Guarantors shall (i) use their commercially reasonable efforts to cause to be filed with the Commission sufficiently promptly so as to avoid a Registration Default with respect to after the Exchange OfferClosing Date, a Registration Statement under the Securities Act relating to the Exchange Securities Notes and the Exchange Offer (the “Exchange Offer Registration Statement”)Offer, (ii) use their commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective under not later than 270 days after the Securities Act sufficiently promptly so as to avoid a Registration Default with respect to the Exchange OfferClosing Date, (iii) in connection with the foregoing, file (A) all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities Notes to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the offer and issuance of the Exchange Securities Notes to be offered in exchange for the Initial Notes that are Transfer Restricted Securities and to permit (ii) resales of Exchange Notes by Broker Dealers who currently hold Transfer Restricted Securities held by Broker-Dealers and that were acquired for their 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) hereofbelow.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible permitted under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof below have been complied with)) or one of the events set forth in Section 4(a)(ii) has occurred, the Issuers Company and the Guarantors shall (i) cause to be filed with the Commission sufficiently promptly so as to avoid a Registration Default with respect to soon as practicable after the Closing Date, but in no event later than 60 days after the Acquisition Date, an Exchange Offer, a Offer Registration Statement under the Securities Act relating to the Exchange Securities Notes and the Exchange Offer (the “Exchange Offer Registration Statement”)Offer, (ii) use their respective commercially reasonable efforts to cause such Exchange Offer Registration Statement to become be declared effective under by the Securities Act sufficiently promptly so as Commission on or prior to avoid a Registration Default with respect to 150 days after the Exchange OfferAcquisition 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 Securities Act and (C) cause all necessary filings filings, if any, in connection with the registration and qualification of the Exchange Securities Notes to be made under the state securities or blue sky 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 Exchange Securities Notes to be offered in exchange for the Transfer Restricted Securities and to permit permitting resales of Transfer Restricted Securities Exchange Notes held by Broker-Dealers that tendered into the Exchange Offer Transfer Restricted Securities that such Broker-Dealer acquired for its own account as a result of market making activities or other trading activities (other than Transfer Restricted Securities acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) hereofbelow.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof have been complied with)policy, the Issuers and the Guarantors Obligors shall (i) use their commercially reasonable efforts to cause to be filed with the Commission sufficiently promptly so as to avoid a Registration Default with respect to the Exchange Offer, a Registration Statement under the Securities Act relating to the Exchange Securities Notes and the Exchange Offer (the “Exchange Offer Registration Statement”), (ii) use their commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective under the Securities Act sufficiently promptly so as to avoid a Registration Default with respect to not later than 180 days after the Exchange OfferSpin-Off Distribution Date, (iiiii) in connection with the foregoing, file use its commercially reasonable efforts to cause to be filed (A) all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all any necessary filings in connection with the registration and qualification of the Exchange Securities Notes to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon promptly after such Registration Statement is declared effective by the effectiveness of such Exchange Offer Registration StatementCommission, commence the Exchange Offer. The Exchange Offer Registration Statement shall be on the appropriate form permitting (i) registration of the offer and issuance of the Exchange Securities Notes to be offered in exchange for the Initial Notes that are Transfer Restricted Securities and to permit (ii) resales of the Exchange Notes by Broker Dealers who currently hold Transfer Restricted Securities held by Brokerthat were acquired for their own account as a result of market-Dealers making activities or other trading activities (other than Initial Notes acquired directly from the Company or any of their Affiliates) as contemplated by Section 3(c) hereofbelow.

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) hereof below have been complied with), the Issuers and the Guarantors Company shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission sufficiently promptly so as to avoid a Registration Default with respect to soon as practicable after the Exchange Offer, a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer (the “Exchange Offer Registration Statement”)Closing Date, (ii) use their all commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective under at the Securities Act sufficiently promptly so as to avoid a Registration Default with respect to the Exchange Offerearliest possible time, (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 it to become effective, (B) file, if applicable, a any required post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings filings, if any, in connection with the registration and qualification of the Exchange Securities Notes to be made under the state securities or blue sky Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, Offer and (iv) upon the effectiveness of such Exchange Offer Registration Statement, use all commercially reasonable efforts to commence and Consummate the Exchange Offer, but in no event later than 270 days after the Closing Date (the "EXCHANGE OFFER CONSUMMATION DEADLINE"). The Exchange Offer shall be on the appropriate form permitting registration of the Exchange Securities Notes to be offered in exchange for the Initial Registrable Notes that are Transfer Restricted Securities and to permit resales of Transfer Restricted Securities held Exchange Notes by Broker-Dealers that tendered into the Exchange Offer for Initial Registrable Notes that such Broker-Dealer acquired for its own account as a result of market making activities or other trading activities (other than Initial Registrable Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) hereofbelow.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof have been complied with), each of the Issuers Company and the Guarantors shall (i) cause to be filed with the Commission sufficiently promptly so as to avoid a Registration Default with respect to soon as practicable after the Exchange OfferClosing Date, a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer (the “Exchange Offer Registration Statement”)Offer, (ii) use their its commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective under at the Securities Act sufficiently promptly so as to avoid a Registration Default with respect to the Exchange Offerearliest possible time, (iii) in connection with the foregoing, foregoing use its commercially reasonable efforts to file (A) all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer; provided, however that neither the Company nor the Guarantors shall be required to take any action that would subject them to general service of process or taxation, other than as to matters and transactions relating to the Registration Statement, in any jurisdiction where they are not already subject, and (iv) upon as promptly as practicable after the effectiveness of such Exchange Offer Registration Statement, commence the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Transfer Restricted Initial Securities held by Broker-Dealers that were acquired for their own account as a result of market-making activities or other trading activities (other than Transfer Restricted Securities acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) hereof.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof below have been complied with), the Issuers and the Guarantors Company shall (i) cause to be filed file with the Commission sufficiently promptly so as on or prior to avoid a Registration Default with respect to 300 days after the Exchange Offer, Closing Date a Registration Statement under the Securities Act relating to the Exchange Securities Series B Notes and the Exchange Offer (the “Exchange Offer Registration Statement”)Offer, (ii) use their commercially reasonable best efforts to cause such Exchange Offer Registration Statement to become be declared effective under by the Securities Act sufficiently promptly so as Commission on or prior to avoid a Registration Default with respect to 360 days after the Exchange OfferClosing Date, (iii) in connection with the foregoing, file (A) all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) subject to the proviso contained in Section 6(c)(ix), cause all necessary filings in connection with the registration and qualification of the Exchange Securities Series B Notes to be made under the state securities or blue sky Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, Offer and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence the Exchange Offer and use commercially reasonable best efforts to issue, on or prior to 30 business days after the Exchange Offer Registration Statement has been declared effective or such longer period as may be required by the federal securities laws, the Series B Notes in exchange for all Transfer Restricted Securities validly tendered prior thereto in the Exchange Offer. The Exchange Offer shall be on the an appropriate form permitting selected by the Company that permits registration of the Exchange Securities Series B Notes to be offered in exchange for the Transfer Restricted Securities and to permit permits resales of Transfer Restricted Securities Notes held by Broker-Dealers as contemplated by Section 3(c) hereofbelow. The 300, 360 and 30 day periods referred to in clauses (i), (ii) and (iv) 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. Notwithstanding the foregoing, the Company shall not be required to file a Registration Statement pursuant to this Section 3(a) if the Company is not able to comply, after exercising commercially reasonable best efforts, with the requirements of the Act or Commission policy with respect to the Registration Statement related to the Exchange Offer. The 300 and 360 day periods referred to in clauses (i) and (ii) of this Section 3(a) shall include any period during which the Company is unable to file a Registration Statement pursuant to the previous sentence.

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) hereof have been complied with), each of the Issuers and the Guarantors shall (i) use its commercially reasonable efforts to file or cause to be filed with the Commission sufficiently promptly so as to avoid a Registration Default with respect to the Exchange Offer, a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer in any event no later than 90 days from the Closing Date (or if such 90th day is not a Business Day, the “Exchange Offer Registration Statement”next succeeding Business Day), (ii) use their respective commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective under the Securities Act sufficiently promptly so as to avoid a Registration Default with respect to the Exchange Offereffective, (iii) in connection with the foregoing, file (A) all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence the Exchange Offer. The Exchange Offer Registration Statement shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Transfer Restricted Initial Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.

Registered Exchange Offer. (a) Unless the With respect to each series of Securities, unless an Exchange Offer with respect to such series shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof have been complied with), or there are no Transfer Restricted Securities of such series outstanding, each of the Issuers Company and the Guarantors shall (i) use its commercially reasonable efforts to cause to be filed with the Commission sufficiently promptly so as to avoid a Registration Default with respect to soon as reasonably practicable, but in any event no later than the Exchange OfferEffectiveness Target Date, a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer (the “Exchange Offer Registration Statement”)for such series, (ii) use their its commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective under as soon as reasonably practicable but in any event no later than the Securities Act sufficiently promptly so as to avoid a Registration Default with respect to the Exchange OfferEffectiveness Target Date, (iii) in connection with the foregoing, file (A) all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities of such series to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the such Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence the Exchange OfferOffer for such series. The Exchange Offer for such series shall be on the appropriate form permitting registration of the Exchange Securities of such series to be offered in exchange for the Transfer Restricted Securities of the same series and to permit resales of Transfer Restricted Securities of such series held by Broker-Dealers as contemplated by Section 3(c) hereof.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after After the procedures set forth in Section 6(a6(a)(i) hereof below have been complied with), the Issuers Company and the Guarantors shall (i) cause to be filed the Exchange Offer Registration Statement with the Commission sufficiently promptly so as on or prior to avoid a Registration Default with respect to 90 days after the Exchange Offer, a Registration Statement under Closing Date (such 90th day being the Securities Act relating to the Exchange Securities and the Exchange Offer (the “Exchange Offer Registration Statement”"Filing Deadline"), (ii) use their commercially reasonable best efforts to cause such have the Exchange Offer Registration Statement declared effective by the Commission on or prior to become effective under 150 days after the Securities Act sufficiently promptly so as to avoid a Registration Default with respect to Closing Date (such 150th day being the 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 Exchange Offer Registration Statement it to become be declared effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings filings, if any, in connection with the registration and qualification of the Exchange Securities Notes to be made under the state securities or blue sky Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon unless the effectiveness of Exchange Offer would not be permitted by applicable law or Commission policy, (A) commence the Exchange Offer; and (B) use their best efforts to issue on or prior to 30 business days, or longer, if required by the federal securities laws (such 30th or later day being the "Consummation Deadline"), after the date on which the Exchange Offer Registration StatementStatement was declared effective by the Commission, commence Exchange Notes in exchange for all Notes tendered prior thereto in the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Securities Notes to be offered in exchange for the Notes that are Transfer Restricted Securities and to permit (ii) resales of Transfer Restricted Securities held Exchange Notes by any Broker-Dealers Dealer that tendered into the Exchange Offer Notes that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) hereofbelow.

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) hereof below have been complied with), the Issuers Company and the Guarantors Guarantor shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission sufficiently promptly so as to avoid a Registration Default with respect to soon as practicable after the Exchange Offer, a Registration Statement under Closing Date (the Securities Act relating to the Exchange Securities and the "Exchange Offer Filing Date"), -------------------------- but in no event later than 90 days after the Closing Date (such 90th day being referred to herein as the “Exchange Offer Registration Statement”"Filing Deadline"), (ii) use their commercially reasonable best --------------- efforts to cause such Exchange Offer Registration Statement to become effective under at the Securities Act sufficiently promptly so earliest practicable time, but in no event later than 150 days after the Closing Date (such 150th day being referred to herein as to avoid a Registration Default with respect to the 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 Exchange Offer 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 Securities Act and (C) cause all necessary filings filings, if any, in connection with the registration and qualification of the Exchange Securities Notes to be made under the state securities or blue sky Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting registration of the Exchange Securities Notes to be offered in exchange for the Notes that are Transfer Restricted Securities and to permit resales of Transfer Restricted Securities held Exchange Notes by Broker-Dealers as contemplated by Section 3(c) hereofbelow.