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

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

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission 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, each of the Company and the Subsidiary Guarantors shall (i) use its commercially reasonable efforts cause to cause be filed with the Commission as soon as practicable after the Closing Date, but in no event later than 90 days after the Closing Date, a Registration Statement filed under the Securities Act relating to the Exchange Securities Notes and the Exchange Offer Offer, (ii) use their reasonable best efforts to become cause such Registration Statement to be declared effective as promptly as possible (unless it becomes effective automatically upon filing), but in no event later than 365 on or prior to 180 days after the Closing Date Date, (or if such 365th day is not a Business Day, the next succeeding Business Day) and (iiiii) in connection with the foregoing, file (A) file all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) file, if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities Notes to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, Offer and (iv) upon the effectiveness of such Registration Statement, commence the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting registration of the Exchange Securities Notes to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial 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 applicable law or Commission policy (No later than 270 days after the procedures set forth in Section 6(a) hereof have been complied with)Closing Date, each of the Company and the Guarantors shall (i) use its all commercially reasonable efforts to file and cause a Registration Statement filed under the Securities Act relating to the Exchange Securities and the Exchange Offer Registration Statement to become be declared effective as promptly as possible (unless it becomes effective automatically upon filing)by the Commission, but in no event later than 365 days after the Closing Date (or if such 365th day is not a Business Day, the next succeeding Business Day) and (ii) in connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such 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 Initial 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), each of the Company and the Guarantors shall (i) use its commercially reasonable efforts cause to cause a Registration Statement be filed under with the Securities Act relating to Commission as soon as practicable after the Exchange Securities and the Exchange Offer to become effective as promptly as possible (unless it becomes effective automatically upon filing)Closing Date, but in no event later than 365 150 days after the Closing Date (or if such 365th day is not a Business DayDate, the next succeeding Business Day) and Exchange Offer Registration Statement, (ii) use its best efforts to cause such Exchange Offer Registration Statement to become effective at the earliest possible time, but in no event later than 180 days after the Closing Date, (iii) in connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) 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 Initial Broker-Dealer Transfer Restricted Securities held by Restricted Broker-Dealers as contemplated by Section 3(c) hereofbelow.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under permitted by applicable federal law or Commission policy (after the procedures set forth in Section 6(a6(a)(i) hereof have been complied with), each of the Company and the Guarantors shall (i) use its commercially reasonable efforts cause to cause a Registration Statement be filed under with the Securities Act relating to Commission as soon as practicable after the Exchange Securities and the Exchange Offer to become effective as promptly as possible (unless it becomes effective automatically upon filing)Closing Date, but in no event later than 365 240 days after the Closing Date (or if such 365th day is not a Business DayDate, the next succeeding Business Day) and Exchange Offer Registration Statement, (ii) use its reasonable best efforts to cause such Exchange Offer Registration Statement to become effective at the earliest possible time, but in no event later than 330 days after the Closing Date, (iii) in connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings filings, if any, in connection with the registration and qualification of the Exchange Securities Bonds to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting registration of the Exchange Securities Bonds to be offered in exchange for the Restricted Bonds that are Transfer Restricted Securities and to permit resales sales of Initial Broker-Dealer Transfer Restricted Securities held by Restricted Broker-Dealers as contemplated by Section 3(c) hereof.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under permitted by applicable federal law or Commission policy (after the procedures set forth in Section 6(a6(a)(i) hereof have been complied with), each of the Company and the Guarantors shall (i) use its commercially reasonable efforts cause to cause a Registration Statement be filed under with the Securities Act relating to Commission as soon as practicable after the Exchange Securities and the Exchange Offer to become effective as promptly as possible (unless it becomes effective automatically upon filing)Closing Date, but in no event later than 365 180 days after the Closing Date (or if such 365th day is not a Business DayDate, the next succeeding Business Day) and Exchange Offer Registration Statement, (ii) use its reasonable best efforts to cause such Exchange Offer Registration Statement to become effective at the earliest possible time, but in no event later than 270 days after the Closing Date, (iii) in connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings filings, if any, in connection with the registration and qualification of the Exchange Securities Bonds to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting registration of the Exchange Securities Bonds to be offered in exchange for the Restricted Bonds that are Transfer Restricted Securities and to permit resales sales of Initial Broker-Dealer Transfer Restricted Securities held by Restricted Broker-Dealers as contemplated by Section 3(c) hereof.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof below have been complied with), each of the Company and the Guarantors shall (i) use its commercially reasonable efforts cause to cause a Registration Statement be filed under with the Securities Act relating to Commission as soon as practicable after the Exchange Securities and the Exchange Offer to become effective as promptly as possible (unless it becomes effective automatically upon filing)Closing Date, but in no event later than 365 120 days after the Closing Date (or if such 365th 120th day is not a Business Day, the next succeeding Business Day) ), a Registration Statement under the Securities Act relating to the Exchange Notes and the Exchange Offer, (ii) use its best efforts to cause such Registration Statement to become effective at the earliest possible time, but in no event later than 210 days after the Closing Date (or if such 210th day is not a Business Day, the next succeeding Business Day), (iii) in connection with the foregoing, (A) file all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) file, if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities Notes to be made under the state securities or blue sky Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, Offer and (iv) upon the effectiveness of such Registration Statement, commence the Exchange Offer. The Exchange Offer Registration Statement shall be on the appropriate form permitting registration of (i) the offers of the Exchange Securities to be offered Notes in exchange for the Transfer Restricted Securities and to permit (ii) the resales of Initial 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 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), each of the Company and the Guarantors shall (i) use its commercially reasonable efforts to cause a Registration Statement filed under the Securities Act relating to the Exchange Securities and the Exchange Offer Registration Statement to become effective be filed with the Commission as promptly soon as possible practicable after the Closing Date (unless it becomes effective automatically upon filingthe "Exchange Offer Filing Date"), but in no event later than 365 90 days after the Closing Date (or if such 365th 90th day is not a Business Daybeing the "Filing Deadline"), the next succeeding Business Day) and (ii) use its best efforts to cause such Exchange Offer Registration Statement to become effective at the earliest possible time, but in no event later than 165 days after the Closing Date (such 165th day being the "Effectiveness Deadline"), (iii) in connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Registration Statement it to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings filings, if any, in connection with the registration and qualification of the Exchange Securities 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, use its best efforts to commence and Consummate 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 Initial Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.Exchange

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, each of the Company and the Guarantors shall (i) use its commercially reasonable efforts cause to cause a Registration Statement be filed under with the Securities Act relating to Commission as soon as practicable after the Exchange Securities and the Exchange Offer to become effective as promptly as possible (unless it becomes effective automatically upon filing)Closing Date, but in no event later than 365 45 days after the Closing Date (or if such 365th day is not a Business DayDate, the next succeeding Business Day) and Exchange Offer Registration Statement, (ii) use reasonable efforts to cause such Exchange Offer Registration Statement to become effective at the earliest possible time, but in no event later than 120 days after the Closing Date, (iii) in connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) 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 Initial Broker-Dealer Transfer Restricted Securities held by Restricted Broker-Dealers as contemplated by Section 3(c) hereofbelow.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under permitted by applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof have been complied with)federal law, each of the Company and the Guarantors shall (i) use its commercially reasonable efforts cause to cause a Registration Statement be filed under with the Securities Act relating to the Exchange Securities and the Exchange Offer to become effective as promptly as possible (unless it becomes effective automatically upon filing), but in Commission no event later than 365 180 days after the Closing Date (or if unless such 365th day is not a Business Day, then the next succeeding Business Day) and ), the Exchange Offer Registration Statement, (ii) use its reasonable best efforts to cause such Exchange Offer Registration Statement to become effective no later than 300 days after the Closing Date (unless such day is not a Business Day, then the next succeeding Business Day), (iii) in connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings filings, if any, in connection with the registration and qualification of the Exchange Securities Bonds to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting registration of the Exchange Securities Bonds to be offered in exchange for the Restricted Bonds that are Transfer Restricted Securities and to permit resales sales of Initial Broker-Dealer Transfer Restricted Securities held by Restricted Broker-Dealers as contemplated by Section 3(c) hereof.

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

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof below have been complied with), each of the Company and the Guarantors shall (i) use its commercially reasonable efforts cause to cause a Registration Statement be filed under with the Securities Act relating to Commission as soon as practicable after the Exchange Securities and the Exchange Offer to become effective as promptly as possible (unless it becomes effective automatically upon filing)Closing Date, but in no event later than 365 60 days after the Closing Date (or if such 365th day is not Date, a Business DayRegistration Statement under the Act relating to the Series B Notes and the Exchange Offer, the next succeeding Business Day) and (ii) use its best efforts to cause such Registration Statement to become effective at the earliest possible time, but in no event later than 120 days after the Closing Date, (iii) in connection with the foregoing, file (A) file all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) file, if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities 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 Registration Statement, commence 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 Transfer Restricted Securities and to permit resales of Initial Securities Notes held by Broker-Dealers as contemplated by Section 3(c) hereofbelow.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof have been complied with), each of the Company Company, the Co-Issuer and the Guarantors shall (i) use its commercially reasonable efforts to cause a Registration Statement filed under the Securities Act relating to the Exchange Securities and the Exchange Offer to become effective as promptly as possible (unless it becomes effective automatically upon filing), but in no event later than 365 days after the Closing Date (or if such 365th day is not a Business Day, the next succeeding Business Day) and ), (ii) in connection with the foregoing, file (A) file all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) file, if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iviii) upon the effectiveness of such 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 Initial Securities held by Broker-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 Company and the Guarantors shall (i) use its commercially reasonable best efforts to cause to be filed with the Commission as soon as practicable after the Closing Date, a Registration Statement filed under the Securities Act relating to the Exchange Securities and the Exchange Offer Offer, (ii) use its reasonable best efforts to cause such Registration Statement to become effective as promptly as at the earliest possible time, (unless it becomes effective automatically upon filing), but in no event later than 365 days after the Closing Date (or if such 365th day is not a Business Day, the next succeeding Business Day) and (iiiii) in connection with the foregoing, file (A) file all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) file, if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Registration Statement, commence the Exchange Offer, in each case no later than the Exchange Date (as defined below). The Exchange Offer shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial 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), each of the Company and the Guarantors shall (i) use its commercially reasonable efforts cause to cause a Registration Statement be filed under with the Securities Act relating to Commission as soon as practicable after the Exchange Securities and the Exchange Offer to become effective as promptly as possible (unless it becomes effective automatically upon filing)Closing Date, but in no event later than 365 45 days after the Closing Date (or if such 365th day is not a Business DayDate, the next succeeding Business Day) and Exchange Offer Registration Statement, (ii) use its best efforts to cause such Exchange Offer Registration Statement to become effective at the earliest possible time, but in no event later than 120 days after the Closing Date, (iii) in connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) 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 sales of Initial Broker-Dealer Transfer Restricted Securities held by Restricted Broker-Dealers as contemplated by Section 3(c) hereofbelow.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof below have been complied with), each of the Company and the Guarantors shall (i) use its commercially reasonable efforts cause to cause be filed with the Commission as soon as practicable after the Closing Date, but in no event later than 75 days after the Closing Date, a Registration Statement filed under the Securities Act relating to the Exchange Securities and the Exchange Offer Offer, (ii) use its best efforts to cause such Registration Statement to become effective as promptly as at the earliest possible (unless it becomes effective automatically upon filing)time, but in no event later than 365 180 days after the Closing Date Date, (or if such 365th day is not a Business Day, the next succeeding Business Day) and (iiiii) in connection with the foregoing, file (A) file all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, effective and (B) file, if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and Act, (Civ) 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 (ivv) upon the effectiveness of such Registration Statement, commence the Exchange Offer. The Exchange Offer Registration Statement shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Securities held by Broker-Dealers as contemplated by Section 3(c) hereofbelow.

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

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof below have been complied with), each of the Company and the Guarantors shall (i) use its commercially reasonable efforts cause to cause be filed with the Commission as soon as practicable after the Closing Date, but in no event later than 75 days after the Closing Date, a Registration Statement filed under the Securities Act relating to the Exchange Securities and the Exchange Offer Offer, (ii) use its reasonable best efforts to cause such Registration Statement to become effective as promptly as at the earliest possible (unless it becomes effective automatically upon filing)time, but in no event later than 365 180 days after the Closing Date Date, (or if such 365th day is not a Business Day, the next succeeding Business Day) and (iiiii) in connection with the foregoing, file (A) file all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, effective and (B) file, if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and Act, (Civ) 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 (ivv) upon the effectiveness of such Registration Statement, commence the Exchange Offer. The Exchange Offer Registration Statement shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Securities held by Broker-Dealers as contemplated by Section 3(c) hereofbelow.

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

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

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof below have been complied with), each of the Company and the Guarantors Guarantor shall (i) use its commercially reasonable efforts to cause a Registration Statement filed under the Securities Act relating to the Exchange Securities and the Exchange Offer Registration Statement to become effective be filed with the Commission as promptly soon as possible (unless it becomes effective automatically upon filing)practicable after the Closing Date, but in no event later than 365 90 days after the Closing Date (or if such 365th day is not a Business DayDate, the next succeeding Business Day) and (ii) use their best efforts to cause such Registration Statement to become effective at the earliest possible time, but in no event later than 180 days after the Closing Date, (iii) in connection with the foregoing, file (A) file all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) file, if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities Notes to be made under the state securities or blue sky Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence the Exchange Offer. 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 Initial Securities Notes held by Broker-Dealers as contemplated by Section 3(c) hereofbelow.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under permitted by applicable federal law or Commission policy (after the procedures set forth in Section 6(a6(a)(i) hereof have been complied with), each of the Company and the Guarantors shall (i) use its commercially reasonable efforts cause to cause a Registration Statement be filed under with the Securities Act relating to Commission as soon as practicable after the Exchange Securities and the Exchange Offer to become effective as promptly as possible (unless it becomes effective automatically upon filing)Closing Date, but in no event later than 365 240 days after the Closing Date (or if such 365th day is not a Business DayDate, the next succeeding Business Day) and Exchange Offer Registration Statement, (ii) use its reasonable best efforts to cause such Exchange Offer Registration Statement to become effective at the earliest possible time, but in no event later than 330 days after the Closing Date, (iii) in connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) 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 registration of the Exchange Securities Notes to be offered in exchange for the Restricted Notes that are Transfer Restricted Securities and to permit resales sales of Initial Broker-Dealer Transfer Restricted Securities held by Restricted Broker-Dealers as contemplated by Section 3(c) 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), each of the Company and the Guarantors shall (i) use its commercially reasonable efforts to cause a Registration Statement to be filed under with the Securities Act relating to Commission as soon as practicable after the Exchange Securities and the Exchange Offer to become effective as promptly as possible (unless it becomes effective automatically upon filing)Closing Date, but in no event later than 365 45 days after the Closing Date (or if such 365th day is not Date, a Business DayRegistration Statement under the Act relating to the Exchange Notes and the Exchange Offer, the next succeeding Business Day) and (ii) use its best efforts to cause such Registration Statement to become effective no later than 180 days after the Closing Date, (iii) in connection with the foregoing, file (A) file all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) file, if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities 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 within 10 business days of the effectiveness of such Registration Statement, commence the Exchange Offer. The Exchange Offer Registration Statement shall be on the appropriate form permitting registration of the Exchange Securities Notes to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Securities held by Broker-Dealers as contemplated by Section 3(c) 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), each of the Company and the Guarantors shall (i) use its commercially reasonable efforts cause to cause a Registration Statement be filed under with the Securities Act relating to Commission as soon as practicable after the Exchange Securities and the Exchange Offer to become effective as promptly as possible (unless it becomes effective automatically upon filing)Closing Date, but in no event later than 365 60 days after the Closing Date (or if such 365th day is not a Business DayDate, the next succeeding Business Day) and Exchange Offer Registration Statement, (ii) use its best efforts to cause such Exchange Offer Registration Statement to become effective at the earliest possible time, but in no event later than 120 days after the Closing Date, (iii) in connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) 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 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 New Senior Notes to be offered in exchange for the Senior Notes that are Transfer Restricted Securities and to permit resales sales of Initial Broker-Dealer Transfer-Restricted Securities held by Restricted Broker-Dealers as contemplated by Section 3(c) hereofbelow.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof below have been complied with), each of the Company and the Guarantors Issuers shall (i) cause to be filed with the Commission on or prior to the 30th day after the Closing Date, the Exchange Offer Registration Statement, (ii) use its commercially their reasonable best efforts to cause a such Exchange Offer Registration Statement filed under the Securities Act relating to the Exchange Securities and the Exchange Offer to become effective as promptly as possible (unless it becomes effective automatically upon filing), but in no event later than 365 days on or prior to the 90th day after the Closing Date Date, (or if such 365th day is not a Business Day, the next succeeding Business Day) and (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 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 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 Transfer Restricted Securities and to permit resales of Initial Securities Notes held by Broker-Dealers as contemplated by Section 3(c) hereofbelow.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under permitted by applicable law or Commission policy (after the procedures set forth in Section 6(a6(a)(i) hereof below have been complied with), each of the Company and the Guarantors shall (i) use its commercially reasonable efforts cause to cause a Registration Statement be filed under with the Securities Act relating to Commission as soon as practicable after the Exchange Securities and the Exchange Offer to become effective as promptly as possible (unless it becomes effective automatically upon filing)Closing Date, but in no event later than 365 60 days after the Closing Date (or if such 365th day is not a Business DayDate, the next succeeding Business Day) and Exchange Offer Registration Statement, (ii) use its reasonable best efforts to cause such Exchange Offer Registration Statement to become effective at the earliest possible time, but in no event later than 150 days after the Closing Date, (iii) in connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) 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 D 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 D Notes to be offered in exchange for the Series C Notes that are Transfer Restricted Securities and to permit resales sales of Initial Broker-Dealer Transfer Restricted Securities held by Restricted Broker-Dealers as contemplated by Section 3(c) hereofbelow.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof below have been complied with), each of the Company and the Guarantors shall (i) use its commercially reasonable efforts cause to cause a Registration Statement be filed under with the Securities Act relating to Commission as soon as practicable after the Exchange Securities and the Exchange Offer to become effective as promptly as possible (unless it becomes effective automatically upon filing)Closing Date, but in no event later than 365 30 days after the Closing Date (or if such 365th day is not Date, a Business DayRegistration Statement under the Act relating to the New Senior Secured Notes and the Exchange Offer, the next succeeding Business Day) and (ii) use their best efforts to cause such Registration Statement to become effective at the earliest possible time, but in no event later than 150 days after the Closing Date, (iii) in connection with the foregoing, file (A) file all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) file, if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities New Senior Secured 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 Registration Statement, commence the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting registration of the Exchange Securities New Senior Secured Notes to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Securities Senior Secured 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 below have been complied with), each of the Company and the Guarantors Issuers shall (i) use its commercially their reasonable efforts to cause a Registration Statement to be filed under with the Securities Act relating to Commission as soon as practicable after the Exchange Securities and the Exchange Offer to become effective as promptly as possible (unless it becomes effective automatically upon filing)Closing Date, but in no event later than 365 90 days after the Closing Date (or if such 365th day is not Date, a Business DayRegistration Statement under the Act relating to the Exchange Notes and the Exchange Offer, the next succeeding Business Day) and (ii) use their best efforts to cause such Registration Statement to become effective no later than 180 days after the Closing Date, (iii) in connection with the foregoing, file (A) file all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) file, if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities 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 Registration Statement, commence the Exchange Offer. The Exchange Offer Registration Statement shall be on the appropriate form permitting registration of the Exchange Securities Notes to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Securities Notes held by Broker-Dealers as contemplated by Section 3(c) hereofbelow.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under 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 Commission policy, each of the Company and (and, to the Guarantors extent of the Guarantees, the Guarantors) shall (i) use its commercially reasonable efforts to cause a Registration Statement filed under the Securities Act relating to the Exchange Securities and the Exchange Offer Registration Statement to become effective be filed with the Commission as promptly soon as possible (unless it becomes effective automatically upon filing)practicable after the Closing Date, but in no event later than 365 60 days after the Closing Date (or if such 365th 60th day is not a Business Daybeing the "FILING DEADLINE"), the next succeeding Business Day) and (ii) use its reasonable best efforts to cause such Exchange Offer Registration Statement to be declared effective by the Commission at the earliest possible time, but in no event later than 180 days after the Closing Date (such 180th day being the "EFFECTIVENESS DEADLINE"), (iii) in connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Registration Statement it to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the 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 to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.Exchange

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 The Company and the Guarantors shall (i) use its commercially reasonable efforts to cause a Registration Statement filed under the Securities Act relating to the Exchange Securities and the Exchange Offer Registration Statement to become effective as promptly as possible be filed with the Commission on or prior to December 31, 2010 (unless it becomes effective automatically upon filingsuch date being the “Filing Deadline”), but in no event later than 365 days after the Closing Date (or if such 365th day is not a Business Day, the next succeeding Business Day) and (ii) in connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such 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 (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 Initial 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(a) hereof below have been complied with), each of the Company and the Guarantors shall (i) use its commercially reasonable efforts cause to cause a Registration Statement be filed under with the Securities Act relating to Commission as soon as practicable after the Exchange Securities and the Exchange Offer to become effective as promptly as possible (unless it becomes effective automatically upon filing)Closing Date, but in no event later than 365 120 days after the Closing Date (or if such 365th day is not a Business DayDate, the next succeeding Business Day) and Exchange Offer Registration Statement, (ii) use its best efforts to cause such Exchange Offer Registration Statement to become effective at the earliest possible time, but in no event later than 180 days after the date on which such Exchange Offer Registration Statement is filed with the Commission, (iii) in connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) 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 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 Initial Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.and

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), each of the Company Issuers and the Guarantors shall (i) use its commercially reasonable efforts cause to cause a Registration Statement be filed under with the Securities Act relating to Commission as soon as practicable after the Exchange Securities and the Exchange Offer to become effective as promptly as possible (unless it becomes effective automatically upon filing)Closing Date, but in no event later than 365 60 days after the Closing Date (or if such 365th day is not a Business DayDate, the next succeeding Business Day) and Exchange Offer Registration Statement, (ii) use their best efforts to cause such Exchange Offer Registration Statement to become effective at the earliest possible time, but in no event later than 150 days after the Closing Date, (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 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 Transfer Restricted Securities and to permit resales of Initial Securities Notes held by Broker-Dealers as contemplated by Section 3(c) hereofbelow.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof below have been complied with), each of the Company and the Guarantors shall (i) use its commercially reasonable efforts cause to cause a be filed with the Commission as soon as practicable after the Closing Date, the Exchange Offer Registration Statement filed under the Securities Act relating to the Exchange Securities and the Exchange Offer Offer, (ii) use their reasonable best efforts to cause such Registration Statement to become effective as promptly as at the earliest possible (unless it becomes effective automatically upon filing)time, but in no event later than 365 180 days after the Closing Date Date, (or if such 365th day is not a Business Day, the next succeeding Business Day) and (iiiii) in connection with the foregoing, (A) file all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) file, if applicable, file a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities to be made under the state securities or blue sky 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 Initial Securities held by Broker-Dealers as contemplated by Section 3(c) hereofbelow.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under permitted by applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof have been complied with)federal law, each of the Company and the Guarantors shall (i) use its commercially reasonable efforts cause to cause a Registration Statement be filed under with the Securities Act relating to Commission as soon as practicable after the Exchange Securities and the Exchange Offer to become effective as promptly as possible (unless it becomes effective automatically upon filing)Closing Date, but in no event later than 365 60 days after the Closing Date (or if such 365th day is not a Business DayDate, the next succeeding Business Day) and Exchange Offer Registration Statement, (ii) use reasonable efforts to cause such Exchange Offer Registration Statement to become effective at the earliest possible time, but in no event later than 180 days after the Closing Date, (iii) in connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) 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 Initial Broker-Dealer Transfer Restricted Securities held by Restricted Broker-Dealers as contemplated by Section 3(c) hereofbelow.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof below have been complied with), each of the Company and the Guarantors shall (i) use its commercially reasonable efforts cause to cause be filed with the Commission as soon as practicable after the Closing Date, but in no event later than, 90 days after the Closing Date, a Registration Statement filed under the Securities Act relating to the Exchange Securities Notes and the Exchange Offer Offer, (ii) use their best efforts to cause such Registration Statement to become effective as promptly as at the earliest possible (unless it becomes effective automatically upon filing)time, but in no event later than 365 135 days after the Closing Date filing of the Exchange Offer Registration Statement, (or if such 365th day is not a Business Day, the next succeeding Business Day) and (iiiii) in connection with the foregoing, file (A) file all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) file, if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities Notes to be made under the state securities or blue sky Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Registration Statement, commence the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting registration of the Exchange Securities Notes to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Securities Notes held by Broker-Dealers as contemplated by Section 3(c) hereofbelow.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under 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), each of the Company and the Guarantors Partnership shall (i) use its commercially reasonable efforts to cause a Registration Statement filed under the Securities Act relating to the Exchange Securities and the Exchange Offer Registration Statement to become effective be filed with the Commission as promptly soon as possible (unless it becomes effective automatically upon filing)practicable after the Closing Date, but in no event later than 365 90 days after the Closing Date (or if such 365th 90th day is not a Business Daybeing the "FILING DEADLINE"), the next succeeding Business Day) and (ii) use its best efforts to cause such Exchange Offer Registration Statement to become effective at the earliest possible time, but in no event later than 180 days after the Closing Date (such 180th day being the "EFFECTIVENESS DEADLINE"), (iii) in connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Registration Statement it to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act, (C) file the appropriate forms under the Exchange Act to register the New Senior Notes under the Exchange Act and (CD) cause all necessary filings filings, 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 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 Initial Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.Exchange

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), each of the Company and the Guarantors shall (i) use its commercially reasonable efforts cause to cause be filed with the Commission as soon as practicable after the Closing Date, but in no event later than 90 days after the Closing Date, a Registration Statement filed under the Securities Act relating to the Exchange Securities Notes and the Exchange Offer Offer, (ii) use their commercially reasonable efforts to cause such Registration Statement to become effective as promptly as at the earliest possible (unless it becomes effective automatically upon filing)time, but in no event later than 365 240 days after the Closing Date Date, (or if such 365th day is not a Business Day, the next succeeding Business Day) and (iiiii) in connection with the foregoing, file (A) file all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) file, if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities Notes to be made under the state securities or blue sky Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Registration Statement, commence the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting registration of the Exchange Securities Notes to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Securities Notes held by Broker-Dealers as contemplated by Section 3(c) hereofbelow.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof below have been complied with), each of the Company and the Guarantors shall (i) use its commercially reasonable efforts cause to cause be filed with the Commission as soon as practicable after the Closing Date, but in no event later than 60 days after the Closing Date, a Registration Statement filed under the Securities Act relating to the Exchange Securities Notes and the Exchange Offer Offer, (ii) use their best efforts to cause such Registration Statement to become effective as promptly as at the earliest possible (unless it becomes effective automatically upon filing)time, but in no event later than 365 180 days after the Closing Date Date, (or if such 365th day is not a Business Day, the next succeeding Business Day) and (iiiii) in connection with the foregoing, file (A) file all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) file, if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities Notes to be made under the state securities or blue sky Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Registration Statement, commence the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting registration of the Exchange Securities Notes to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Securities Notes held by Broker-Dealers as contemplated by Section 3(c) hereofbelow.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof below have been complied with), each of the Company Issuer and the Guarantors shall (i) use its commercially reasonable efforts cause to cause be filed with the Commission on or prior to 60 days after the Closing Date, a Registration Statement filed under the Securities Act relating to the Exchange Securities Notes and the Exchange Offer Offer, (ii) use their commercially reasonable best efforts to become cause such Registration Statement to be declared effective as promptly as possible (unless it becomes effective automatically upon filing), but in no event later than 365 on or prior to 180 days after the Closing Date Date, (or if such 365th day is not a Business Day, the next succeeding Business Day) and (iiiii) in connection with the foregoing, (A) file all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become be declared effective, (B) file, if applicable, file a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities Notes to be made under the state securities or blue sky Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, Offer and (iv) upon the effectiveness of such Registration Statement, commence and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting to permit registration of the Exchange Securities Notes to be offered in exchange for the Transfer Restricted Securities and to permit resales sales of Initial Broker-Dealer Transfer Restricted Securities held by Restricted Broker-Dealers as contemplated by Section 3(c) hereofbelow.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof have been complied with), each of the Company and the Guarantors shall cause to be filed with the Commission as promptly as practicable after the Closing Date, but in no event later than 150 days after the Closing Date (i) use its commercially reasonable efforts to cause or if such 150th day is not a Business Day, the next succeeding Business Day), a Registration Statement filed under the Securities Act relating to the Exchange Securities and the Exchange Offer to become effective as promptly as possible (unless it becomes effective automatically upon filing)Offer, but in no event later than 365 days after the Closing Date (or if such 365th day is not a Business Day, the next succeeding Business Day) and (ii) in connection with the foregoing, (A) file all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) file, if applicable, file a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of Consummate the Exchange Offer, and (iviii) upon the effectiveness of such 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 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), each of the Company and the Guarantors shall (i) use its commercially reasonable efforts cause to cause a Registration Statement be filed under with the Securities Act relating to Commission as soon as practicable after the Exchange Securities and the Exchange Offer to become effective as promptly as possible (unless it becomes effective automatically upon filing)Closing Date, but in no event later than 365 30 days after the Closing Date (or if such 365th day is not a Business DayDate, the next succeeding Business Day) and Exchange Offer Registration Statement, (ii) use their reasonable best efforts to cause such Exchange Offer Registration Statement to become effective at the earliest possible time, but in no event later than 90 days after the Closing 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 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 their 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 Series B Notes to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Securities Notes held by Broker-Dealers as contemplated by Section 3(c) hereofbelow.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof below have been complied with), each of the Company and the Subsidiary Guarantors shall (i) use its commercially their reasonable best efforts to cause to be filed with the Commission as soon as practicable after the Closing Date, but in no event later than 90 days after the Closing Date, a Registration Statement filed under the Securities Act relating to the Exchange Securities Notes and the Exchange Offer Offer, (ii) use their reasonable best efforts to become cause such Registration Statement to be declared effective as promptly as possible (unless it becomes effective automatically upon filing), but in no event later than 365 on or prior to 150 days after the Closing Date Date, (or if such 365th day is not a Business Day, the next succeeding Business Day) and (iiiii) in connection with the foregoing, (A) file all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) file, if applicable, file a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities Notes to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, Offer and (iv) upon the effectiveness of such Registration 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 Initial 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 applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof below have been complied with), each of the Company and the Guarantors shall (i) use its commercially reasonable efforts to cause a Registration Statement filed under the Securities Act relating to the Exchange Securities and the Exchange Offer Registration Statement to become effective be filed with the Commission as promptly soon as possible (unless it becomes effective automatically upon filing)reasonably practicable after the Closing Date, but in no event later than 365 90 days after the Closing Date (or if such 365th day is not a Business DayDate, the next succeeding Business Day) and (ii) use their commercially reasonable efforts to cause the Exchange Offer Registration Statement to become effective as soon as reasonably practicable, but in no event later than 180 days, after the Closing Date, (iii) in connection with the foregoing, use their commercially reasonable efforts to file (A) file all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) 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 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. 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 Initial Transfer Restricted Securities held by Broker-Dealers as contemplated by Section 3(c) hereofbelow.

Registered Exchange Offer. (a) Unless the Exchange Offer Offers 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), each of the Company and the Guarantors shall (i) use its commercially reasonable efforts to cause file with the Commission on or prior to 120 days after the Closing Date, a Registration Statement filed under the Securities Act relating to the Exchange Securities Notes of each series and the Exchange Offer Offers, (ii) use their commercially reasonable efforts to cause such Registration Statement to become effective as promptly as at the earliest possible (unless it becomes effective automatically upon filing)time, but in no event later than 365 210 days after the Closing Date Date, (or if such 365th day is not a Business Day, the next succeeding Business Day) and (iiiii) in connection with the foregoing, file (A) file all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) file, if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities Notes to be made under the state securities or blue sky Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Registration Statement, commence the Exchange OfferOffers (unless the Exchange Offers would not be permitted by applicable law or Commission policy). The Exchange Offer Registration Statement shall be on the appropriate form permitting registration of the Exchange Securities Notes to be offered in exchange for the Transfer Restricted Securities of each series and to permit resales of Initial Securities Notes held by Broker-Dealers as contemplated by Section 3(c) hereofbelow.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof below have been complied with), each of the Company and the Guarantors Issuers shall (i) use its commercially reasonable efforts cause to cause a Registration Statement be filed under with the Securities Act relating to Commission as soon as practicable after the Exchange Securities and the Exchange Offer to become effective as promptly as possible (unless it becomes effective automatically upon filing)Closing Date, but in no event later than 365 60 days after the Closing Date (or if such 365th day is not Date, a Business DayRegistration Statement under the Act relating to the New Securities and the Exchange Offer, the next succeeding Business Day) and (ii) use their best efforts to cause such Registration Statement to become effective at the earliest practicable time, but in no event later than 120 days after the Closing Date, (iii) in connection with the foregoing, file (A) file all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) file, if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange New Securities to be made under the state securities or blue sky Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, Offer and (iv) upon the effectiveness of such Registration StatementRegistrationStatement, commence the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting registration of the Exchange New Securities to be offered in exchange for the Transfer Restricted Securities and the Old Notes and to permit resales of Initial New Securities held by Broker-Dealers as contemplated by Section 3(c) hereofbelow.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof below have been complied with), each of the Company and the Guarantors shall (i) use its commercially reasonable efforts cause to cause be filed with the Commission as soon as practicable after the date of issuance of the Notes, but in no event later than 45 days after the date of issuance of the Notes, a Registration Statement filed under the Securities Act relating to the Exchange Securities Notes and the Exchange Offer Offer, (ii) use its best efforts to cause such Registration Statement to become effective as promptly as at the earliest possible (unless it becomes effective automatically upon filing)time, but in no event later than 365 120 days after the Closing Date date of issuance of the Notes, (or if such 365th day is not a Business Day, the next succeeding Business Day) and (iiiii) in connection with the foregoing, file (A) file all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) file, if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities Notes to be made under the state securities or blue sky Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Registration Statement, commence the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting registration of the Exchange Securities Notes to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Securities Notes held by Broker-Dealers as contemplated by Section 3(c) hereofbelow.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof below have been complied with), each of the Company and the Guarantors shall (i) use its commercially reasonable efforts cause to cause be filed with the Commission as soon as practicable after the Closing Date, but in no event later than 120 days after the Closing Date, a Registration Statement filed under the Securities Act relating to the Exchange Securities Notes and the Exchange Offer Offer, (ii) their best efforts to cause such Registration Statement to become effective as promptly as at the earliest possible (unless it becomes effective automatically upon filing)time, but in no event later than 365 180 days after the Closing Date Date, (or if such 365th day is not a Business Day, the next succeeding Business Day) and (iiiii) in connection with the foregoing, file (A) file all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) file, if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities Notes to be made under the state securities or blue sky Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Registration Statement, commence the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting registration of the Exchange Securities Notes to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Securities Notes and 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 applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof below have been complied with), each of the Company and the Guarantors shall (i) use its commercially reasonable efforts cause to cause be filed with the Commission as soon as practicable after the Closing Date, but in no event later than 60 days after the Closing Date, a Registration Statement filed under the Securities Act relating to the Exchange Securities Notes and the Exchange Offer Offer, (ii) use their best efforts to cause such Registration Statement to become effective as promptly as at the earliest possible (unless it becomes effective automatically upon filing)time, but in no event later than 365 150 days after the Closing Date Date, (or if such 365th day is not a Business Day, the next succeeding Business Day) and (iiiii) in connection with the foregoing, file (A) file all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) file, if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities Notes to be made under the state securities or blue sky Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Registration Statement, commence and Consummate the Exchange 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 Initial Securities Notes held by Broker-Dealers as contemplated by Section 3(c) hereofbelow.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof below have been complied with), each of the Company and the Guarantors shall (i) use its commercially reasonable efforts cause to cause be filed with the Commission on or before the 60th day after the Closing Date, a Registration Statement filed under the Securities Act relating to the Exchange Securities Series F Notes, the Subsidiary Guarantees and the Exchange Offer Offer, (ii) use their reasonable best efforts to cause such Registration Statement to become effective as promptly as possible (unless it becomes effective automatically upon filing), but in no event later than 365 days on or before the 120th day after the Closing Date Date, (or if such 365th day is not a Business Day, the next succeeding Business Day) and (iiiii) in connection with the foregoing, file (A) file all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) file, if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities Series F 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 Registration Statement, commence the Exchange Offer. The Exchange Offer Registration Statement shall be on the appropriate form under the Act permitting registration of the Exchange Securities Series F Notes to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Securities the Series F Notes held by Broker-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), each of the Company and the Guarantors shall (i) use its commercially reasonable efforts cause to cause a Registration Statement be filed under with the Securities Act relating to Commission as soon as practicable after the Exchange Securities and the Exchange Offer to become effective as promptly as possible (unless it becomes effective automatically upon filing)Closing Date, but in no event later than 365 90 days after the Closing Date (or if such 365th day is not a Business DayDate, the next succeeding Business Day) and Exchange Offer Registration Statement, (ii) use its best efforts to cause such Exchange Offer Registration Statement to become effective at the earliest possible time, but in no event later than 120 days after the Closing Date, (iii) in connection with the foregoing, (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 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 pen-nit sales of Initial Broker-Dealer Transfer Restricted Securities held by Restricted Broker-Dealers as contemplated by Section 3(c) hereofbelow.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof below have been complied with), each of the Company and the Guarantors Issuers shall use (i) use its commercially their reasonable best efforts to cause file with the Commission as soon as practicable after the Closing Date, but in no event later than 120 days after the Closing Date, a Registration Statement filed under the Securities Act relating to the Exchange Securities Notes and the Exchange Offer Offer, (ii) their reasonable best efforts to become cause such Registration Statement to be declared effective as promptly as possible (unless it becomes effective automatically upon filing), but in no event later than 365 on or prior to 180 days after the Closing Date Date, (or if such 365th day is not a Business Day, the next succeeding Business Day) and (iiiii) in connection with the foregoing, file (A) file all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) file, if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities Notes to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, Offer and (iv) upon the effectiveness of such Registration Statement, commence the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting registration of the Exchange Securities Notes to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial 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 applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof below have been complied with), each of the Company and the Guarantors shall (i) use its their best efforts to cause to be filed with the Commission on or prior to May 30, 2005, the Exchange Offer Registration Statement under the Act relating to the New Securities and the Exchange Offer, (ii) use their commercially reasonable efforts to cause a such Exchange Offer Registration Statement filed under the Securities Act relating to the Exchange Securities and the Exchange Offer to become effective as promptly as possible within July 29, 2005 of such filing, (unless it becomes effective automatically upon filing), but in no event later than 365 days after the Closing Date (or if such 365th day is not a Business Day, the next succeeding Business Day) and (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 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 New Securities to be made under the state securities or blue sky Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon 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 New Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Broker-Dealer 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 Company and the Guarantors shall (i) use its commercially reasonable efforts cause to cause a Registration Statement be filed under with the Securities Act relating to Commission as soon as practicable after the Exchange Securities and the Exchange Offer to become effective as promptly as possible (unless it becomes effective automatically upon filing)Closing Date, but in no event later than 365 180 days after the Closing Date (or if such 365th 180th day is not a Business Day, the next succeeding Business Day) ), a Registration Statement under the Securities Act relating to the Exchange Notes and the Exchange Offer, (ii) use its reasonable best efforts to cause such Registration Statement to become effective at the earliest possible time, but in no event later than 210 days after the Closing Date (or if such 2 10th day is not a Business Day, the next succeeding Business Day), (iii) in connection with the foregoing, file (A) file all pre-pre- effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) file, if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities Notes to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Registration Statement, commence the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting registration of the Exchange Securities Notes to be offered in exchange for the Transfer Restricted Securities Notes and to permit resales of Initial Securities Notes held by Broker-Dealers as contemplated by Section 3(c) hereof.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof below have been complied with), each of the Company and the Guarantors shall (i) use its commercially reasonable their best efforts to cause to be filed with the Commission on or prior to 120 days after the Closing Date, a Registration Statement filed under the Securities Act relating to the Exchange Securities Notes and the Exchange Offer Offer, (ii) use their commercially reasonable efforts to cause such Registration Statement to become effective as promptly as possible (unless it becomes effective automatically upon filing), but in no event later than 365 on or prior to 200 days after the Closing Date Date, (or if such 365th day is not a Business Day, the next succeeding Business Day) and (iiiii) in connection with the foregoing, file (A) file all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) file, if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities Notes to be made under the state securities or blue sky Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Registration Statement, commence the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting registration of the Exchange Securities Notes to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Broker-Dealer 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 below have been complied with), each of the Company and the Guarantors Guarantor shall (i) use its commercially reasonable efforts cause to cause be filed with the Commission as soon as practicable after the Closing Date, but in no event later than 90 days after the Closing Date, a Registration Statement filed under the Securities Act relating to the Exchange Securities Notes and the Exchange Offer Offer, (ii) use their reasonable best efforts to cause such Registration Statement to become effective as promptly as at the earliest possible (unless it becomes effective automatically upon filing)time, but in no event later than 365 150 days after the Closing Date Date, (or if such 365th day is not a Business Day, the next succeeding Business Day) and (iiiii) in connection with the foregoing, file (A) file all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) file, if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities Notes to be made under the state securities or blue sky Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Registration Statement, commence the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting registration of the Exchange Securities Notes to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Securities Notes held by Broker-Dealers as contemplated by Section 3(c) hereofbelow.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under 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), each of the Company and the Guarantors shall (i) use its commercially reasonable efforts cause to cause a Registration Statement be filed under with the Securities Act relating to Commission as soon as practicable after the Exchange Securities and the Exchange Offer to become effective as promptly as possible (unless it becomes effective automatically upon filing)Closing Date, but in no event later than 365 90 days after the Closing Date (or if such 365th day is not a Business DayDate, the next succeeding Business Day) and Exchange Offer Registration Statement, (ii) use its best efforts to cause such Exchange Offer Registration Statement to become effective at the earliest possible time, but in no event later than 180 days after the Closing Date, (iii) in connection with the foregoing, (A) file all pre-effective preeffective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings filings, if any, in connection with the registration and qualification of the Exchange Securities Notes to be made under the state securities or blue sky Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting registration of the Exchange Securities Notes to be offered in exchange for the Senior Notes that are Transfer Restricted Securities and to permit resales sales of Initial Broker-Dealer Transfer Restricted Securities held by Restricted Broker-Dealers as contemplated by Section 3(c) hereofbelow.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof below have been complied with), each of the Company and the Guarantors shall (i) use its commercially reasonable efforts cause to cause be filed with the Commission on or before the 90th day after the Closing Date, a Registration Statement filed under the Securities Act relating to the Exchange Securities Series B Notes, the Subsidiary Guarantees and the Exchange Offer Offer, (ii) use their reasonable best efforts to cause such Registration Statement to become effective as promptly as possible (unless it becomes effective automatically upon filing), but in no event later than 365 days on or before the 180th day after the Closing Date Date, (or if such 365th day is not a Business Day, the next succeeding Business Day) and (iiiii) in connection with the foregoing, (A) file all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) file, if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities Series B 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 Offer, Offer and (iv) upon the effectiveness of such Registration Statement, commence the Exchange Offer. The Exchange Offer Registration Statement shall be on the appropriate form under the Act permitting registration of the Exchange Securities Series B Notes to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Securities the Series B 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 below have been complied with), each of the Company Issuers and the Guarantors shall (i) use its commercially reasonable efforts cause to cause be filed with the Commission as soon as practicable after the Closing Date, but in no event later than 120 calendar days after the Closing Date, a Registration Statement filed under the Securities Act relating to the Exchange Securities and the Exchange Offer Offer, (ii) use their best efforts to cause such Registration Statement to become effective as promptly as at the earliest possible (unless it becomes effective automatically upon filing)time, but in no event later than 365 180 calendar days after the Closing Date Date, (or if such 365th day is not a Business Day, the next succeeding Business Day) and (iiiii) in connection with the foregoing, file (A) file all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) file, if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities to be made under the state securities or blue sky Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Registration Statement, commence the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Securities held by Broker-Dealers as contemplated by Section 3(c) hereofbelow.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under 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), each of the Company and the Guarantors shall (i) use its commercially reasonable efforts cause to cause a Registration Statement be filed under with the Securities Act relating to Commission as soon as practicable after the Exchange Securities and the Exchange Offer to become effective as promptly as possible (unless it becomes effective automatically upon filing)Issue Date, but in no event later than 365 45 days after the Closing Date (or if such 365th day is not a Business DayIssue Date, the next succeeding Business Day) and Exchange Offer Registration Statement, (ii) use its best efforts to cause such Exchange Offer Registration Statement to become effective at the earliest possible time, but in no event later than 105 days after the Issue Date, (iii) in connection with the foregoing, (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 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 Notes that are Transfer Restricted Securities and to permit resales sales of Initial Securities held by Broker-Dealer Transfer Restricted Securities 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 below have been complied with), each of the Company and the Guarantors shall (i) use its commercially reasonable efforts cause to cause be filed with the Commission as soon as practicable after the Closing Date, but in no event later than 180 days after the Closing Date, a Registration Statement filed under the Securities Act relating to the Exchange Securities Notes and the Exchange Offer Offer, (ii) use its reasonable best efforts to cause such Registration Statement to become effective as promptly as possible (unless it becomes effective automatically upon filing)at the earliest practicable time, but in no event later than 365 270 days after the Closing Date Date, (or if such 365th day is not a Business Day, the next succeeding Business Day) and (iiiii) in connection with the foregoing, file (A) file all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) file, if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities Notes to be made under the state securities or blue sky Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Registration Statement, commence the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting registration of the Exchange Securities Notes to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Securities Notes held by Broker-Dealers as contemplated by Section 3(c) hereofbelow.

Registered Exchange Offer. (a) 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), each of the Company and the Guarantors shall (i) use its commercially reasonable efforts cause to cause a Registration Statement be filed under with the Securities Act relating to Commission as soon as practicable after the Exchange Securities and the Exchange Offer to become effective as promptly as possible (unless it becomes effective automatically upon filing)Closing Date, but in no event later than 365 60 days after the Closing Date (or if such 365th day is not a Business DayDate, the next succeeding Business Day) and Exchange Offer Registration Statement, (ii) use its best efforts to cause such Exchange Offer Registration Statement to become effective at the earliest possible time, but in no event later than 120 days after the Closing Date, (iii) in connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) 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 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 New Senior Notes to be offered in exchange for the Senior Notes that are Transfer Restricted Securities and to permit resales sales of Initial Broker-Dealer Transfer-Restricted Securities held by Restricted Broker-Dealers as contemplated by Section 3(c) hereofbelow.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof below have been complied with), each of the Company and the Guarantors shall (i) use its commercially reasonable efforts cause to cause be filed with the Commission as soon as practicable after the Closing Date, but in no event later than 90 days after the Closing Date, a Registration Statement filed under the Securities Act relating to the Exchange Securities Notes and the Exchange Offer Offer, (ii) use their best efforts to cause such Registration Statement to become effective as promptly as at the earliest possible (unless it becomes effective automatically upon filing)time, but in no event later than 365 225 days after the Closing Date Date, (or if such 365th day is not a Business Day, the next succeeding Business Day) and (iiiii) in connection with the foregoing, file (A) file all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) file, if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities Notes to be made under the state securities or blue sky Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Registration Statement, commence the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting registration of the Exchange Securities Notes to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Securities Notes held by Broker-Dealers as contemplated by Section 3(c) hereofbelow.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof below have been complied with), each of the Company and the Guarantors shall (i) use its commercially reasonable efforts cause to cause a Registration Statement be filed under with the Securities Act relating to Commission as soon as practicable after the Exchange Securities and the Exchange Offer to become effective as promptly as possible (unless it becomes effective automatically upon filing)Issue Date, but in no event later than 365 45 calendar days after the Closing Date (or if such 365th day is not Issue Date, a Business DayRegistration Statement under the Act relating to the Series B Notes and the Exchange Offer, the next succeeding Business Day) and (ii) use its best efforts to cause such Registration Statement to become effective at the earliest possible time, but in no event later than 120 calendar days after the Issue Date, (iii) in connection with the foregoing, file (A) file all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) file, if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities 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 Registration Statement, commence 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 Transfer Restricted Securities and to permit resales of Initial Securities Notes held by Broker-Dealers as contemplated by Section 3(c) hereofbelow.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under 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), each of the Company and the Guarantors shall (i) use its commercially reasonable efforts cause to cause a Registration Statement be filed under with the Securities Act relating to Commission as soon as practicable after the Exchange Securities and the Exchange Offer to become effective as promptly as possible (unless it becomes effective automatically upon filing)Closing Date, but in no event later than 365 90 days after the Closing Date (or if such 365th day is not a Business DayDate, the next succeeding Business Day) and Exchange Offer Registration Statement, (ii) use their best efforts to cause such Exchange Offer Registration Statement to become effective at the earliest possible time, but in no event later than 150 days after the Closing Date, (iii) in connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) 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 Notes and to permit resales sales of Initial Securities held Broker-Dealer Transfer Restricted Notes 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 below have been complied with), each of the Company and the Guarantors shall (i) use its commercially reasonable efforts cause to cause be filed with the Commission on or before the 60th day after the Closing Date, a Registration Statement filed under the Securities Act relating to the Exchange Securities Series B Notes, the Subsidiary Guarantees and the Exchange Offer Offer, (ii) use their reasonable best efforts to cause such Registration Statement to become effective as promptly as possible (unless it becomes effective automatically upon filing), but in no event later than 365 days on or before the 120th day after the Closing Date Date, (or if such 365th day is not a Business Day, the next succeeding Business Day) and (iiiii) in connection with the foregoing, file (A) file all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) file, if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities Series B 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 Registration Statement, commence the Exchange Offer. The Exchange Offer Registration Statement shall be on the appropriate form under the Act permitting registration of the Exchange Securities Series B Notes to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Securities the Series B 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 below have been complied with), each ) or one of the Company and events set forth in Section 4(a)(ii) has occurred, the Guarantors Issuers shall (i) use its commercially reasonable efforts to cause a file an Exchange Offer Registration Statement filed under with the Securities Act relating Commission on or prior to the Exchange Securities and the Exchange Offer to become effective as promptly as possible (unless it becomes effective automatically upon filing), but in no event later than 365 90 days after the Closing Date (or if such 365th day is not a Business DayDate, the next succeeding Business Day) and (ii) use their reasonable best efforts to cause such Exchange Offer Registration Statement to be declared effective by the Commission on or prior to 180 days after the Closing Date, (iii) in connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) 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 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 Initial 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 applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof below have been complied with), each of the Company and the Guarantors shall (i) use its commercially reasonable efforts cause to cause a Registration Statement be filed under with the Securities Act relating to Commission as soon as practicable after the Exchange Securities and the Exchange Offer to become effective as promptly as possible (unless it becomes effective automatically upon filing)Closing Date, but in no event later than 365 45 days after the Closing Date (or if such 365th day is not Date, a Business DayRegistration Statement under the Act relating to the New Notes and the Exchange Offer, the next succeeding Business Day) and (ii) use their best efforts to cause such Registration Statement to become effective at the earliest possible time, but in no event later than 150 days after the Closing Date, (iii) in connection with the foregoing, file (A) file all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) file, if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings filings, if any, in connection with the registration and qualification of the Exchange Securities New Notes to be made under the state securities or blue sky Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon promptly following the effectiveness of such Registration Statement, commence the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting registration of the Exchange Securities New Notes to be offered in exchange for the Transfer Restricted Securities and to permit resales sales of Initial Broker-Dealer Transfer Restricted Securities held by Restricted Broker-Dealers as contemplated by Section 3(c) hereofbelow.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof below have been complied with), each of the Company and the Guarantors shall (i) use its commercially reasonable efforts cause to cause be filed with the Commission as soon as practicable after the Closing Date, but in no event later than, 120 days after the Closing Date, a Registration Statement filed under the Securities Act relating to the Exchange Securities Notes and the Exchange Offer Offer, (ii) use their best efforts to cause such Registration Statement to become effective as promptly as at the earliest possible (unless it becomes effective automatically upon filing)time, but in no event later than 365 135 days after the Closing Date filing of the Exchange Offer Registration Statement, (or if such 365th day is not a Business Day, the next succeeding Business Day) and (iiiii) in connection with the foregoing, file (A) file all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) file, if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities Notes to be made under the state securities or blue sky Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Registration Statement, commence the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting registration of the Exchange Securities Notes to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Securities Notes held by Broker-Dealers as contemplated by Section 3(c) hereofbelow.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof below have been complied with), each of the Company and the Guarantors Issuers shall (i) use its commercially reasonable efforts cause to cause a Registration Statement be filed under with the Securities Act relating to Commission as soon as practicable after the Exchange Securities and the Exchange Offer to become effective as promptly as possible (unless it becomes effective automatically upon filing)Closing Date, but in no event later than 365 60 days after the Closing Date (or if such 365th day is not Date, a Business DayRegistration Statement under the Act relating to the Series B Notes and the Exchange Offer, the next succeeding Business Day) and (ii) use their best efforts to cause such Registration Statement to become effective at the earliest possible time, but in no event later than 120 days after the Closing Date, (iii) in connection with the foregoing, file (A) file all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) file, if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities 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 Registration Statement, commence 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 Transfer Restricted Securities and to permit resales of Initial Securities Notes held by Broker-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 the Commission policy (after the procedures set forth in Section 6(a) hereof below have been complied with), each of the Company and the Guarantors shall (i) use its commercially reasonable efforts cause to cause be filed with the Commission as soon as practicable after the Closing Date, but in no event later than 120 days after the Closing Date, a Registration Statement filed under the Securities Act relating to the Exchange Securities Notes and the Exchange Offer Offer, (ii) use its reasonable best efforts to become cause such Registration Statement to be declared effective as promptly as possible (unless it becomes effective automatically upon filing), but in by the Commission no event later than 365 180 days after the Closing Date Date, (or if such 365th day is not a Business Day, the next succeeding Business Day) and (iiiii) in connection with the foregoing, file (A) file all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) file, if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities Notes to be made under the state securities or blue sky Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Registration Statement, commence the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting registration of the Exchange Securities Notes to be offered in exchange for the Transfer Restricted Securities Registrable Notes and to permit resales of Initial Securities Notes held by Broker-Dealers as contemplated by Section 3(c) 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), each of the Company and the Guarantors shall (i) use its commercially reasonable efforts cause to cause a Registration Statement be filed under with the Securities Act relating to Commission as soon as practicable after the Exchange Securities and the Exchange Offer to become effective as promptly as possible (unless it becomes effective automatically upon filing)Closing Date, but in no event later than 365 60 days after the Closing Date (or if such 365th day is not a Business DayDate, the next succeeding Business Day) and Exchange Offer Registration Statement, (ii) use its best efforts to cause such Exchange Offer Registration Statement to become effective at the earliest possible time, but in no event later than 120 days after the Closing Date, (iii) in connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) 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 Initial Broker-Dealer Transfer Restricted Securities held by Restricted Broker-Dealers as contemplated by Section 3(c) hereofbelow.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof below have been complied with), each of the Company Companies and the Guarantors shall (i) use its commercially reasonable efforts cause to cause be filed with the Commission not later than 120 days after the Closing Date, a Registration Statement filed under the Securities Act relating to the Exchange Securities Notes -------- and the Exchange Offer Offer, (ii) use their reasonable best efforts to cause such Registration Statement to become effective as promptly as possible (unless it becomes effective automatically upon filing), but in no event not later than 365 180 days after the Closing Date Date, (or if such 365th day is not a Business Day, the next succeeding Business Day) and (iiiii) in connection with the foregoing, foregoing (A) file all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration 3 Statement to become effective, (B) file, if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities Notes to be made under the state securities or blue sky Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Registration Statement, commence and Consummate the Exchange 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 Initial Securities Notes held by Broker-Dealers BrokerDealers 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), each of the Company Issuers and the Guarantors shall (i) use its commercially reasonable efforts cause to cause be filed with the Commission as soon as practicable after the Closing Date, but in no event later than 90 days after the Closing Date, a Registration Statement filed under the Securities Act relating to the Exchange Securities Notes and the Exchange Offer Offer, (ii) use their commercially reasonable efforts to cause such Registration Statement to become effective as promptly as at the earliest possible (unless it becomes effective automatically upon filing)time, but in no event later than 365 180 days after the Closing Date Date, (or if such 365th day is not a Business Day, the next succeeding Business Day) and (iiiii) in connection with the foregoing, file (A) file all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) file, if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities Notes to be made under the state securities or blue sky Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Registration Statement, commence the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting registration of the Exchange Securities Notes to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Securities Notes held by Broker-Dealers as contemplated by Section 3(c) hereofbelow.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof below have been complied with), each of the Company and the Guarantors shall (i) use its commercially reasonable efforts cause to cause a Registration Statement be filed under with the Securities Act relating to Commission as soon as practicable after the Exchange Securities and the Exchange Offer to become effective as promptly as possible (unless it becomes effective automatically upon filing)Closing Date, but in no event later than 365 45 days after the Closing Date (or if such 365th day is not Date, a Business DayRegistration Statement under the Act relating to the Series B Notes and the Exchange Offer, the next succeeding Business Day) and (ii) use its best efforts to cause such Registration Statement to become effective at the earliest possible time, but in no event later than 120 days after the Closing Date, (iii) in connection with the foregoing, file (A) file all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) file, if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities 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 Registration Statement, commence the Exchange OfferOffer and use its best efforts to Consummate the Exchange Offer no later than 150 days after the Closing Date. 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 Transfer Restricted Securities Notes and to permit resales of Initial Securities Notes held by Broker-Dealers as contemplated by Section 3(c) hereofbelow.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under permitted by applicable federal law or applicable interpretation of the staff of the Commission policy (after the procedures set forth in Section 6(a6(a)(i) hereof below have been complied with), each of the Company and the Guarantors Guarantor shall (i) use its commercially reasonable efforts cause to cause a Registration Statement be filed under with the Securities Act relating to Commission as soon as practicable after the Exchange Securities and the Exchange Offer to become effective as promptly as possible (unless it becomes effective automatically upon filing)Closing Date, but in no event later than 365 45 days after the Closing Date (or if such 365th day is not a Business DayDate, the next succeeding Business Day) and Exchange Offer Registration Statement, (ii) use its best efforts to cause such Exchange Offer Registration Statement to become effective at the earliest practicable time, but in no event later than 150 days after the Closing Date, (iii) in connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) 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 Blue Sky or 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 use its best efforts to Consummate 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 Initial Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.shall

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), each of the Company and the Guarantors shall (i) use its commercially reasonable efforts cause to cause be filed with the Commission as soon as practicable after the Closing Date, but in no event later than 60 days after the Closing Date, a Registration Statement filed under the Securities Act relating to the Exchange Securities New Senior Secured Notes and the Exchange Offer Offer, (ii) use its best efforts to cause such Registration Statement to become effective as promptly as at the earliest possible (unless it becomes effective automatically upon filing)time, but in no event later than 365 120 days after the Closing Date Date, (or if such 365th day is not a Business Day, the next succeeding Business Day) and (iiiii) in connection with the foregoing, file (A) file all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) file, if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities New Senior Secured Notes to be made under the state securities or blue sky Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon unless the effectiveness of Exchange Offer would not be permitted by applicable law or Commission policy, the Company will commence the Exchange Offer and use its best efforts to issue on or prior to 30 business days after the date on which such Registration StatementStatement was declared effective by the Commission, commence New Senior Secured Notes in exchange for all Senior Secured Notes tendered prior thereto in 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 Initial Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.form

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), each of the Company and the Guarantors shall (i) use its commercially reasonable efforts cause to cause be filed with the Commission as soon as practicable after the Closing Date, but in no event later than 90 days after the Closing Date, a Registration Statement filed under the Securities Act relating to the Exchange Securities Notes and the Exchange Offer Offer, (ii) use its best efforts to cause such Registration Statement to become effective as promptly as at the earliest possible (unless it becomes effective automatically upon filing)time, but in no event later than 365 180 days after the Closing Date Date, (or if such 365th day is not a Business Day, the next succeeding Business Day) and (iiiii) in connection with the foregoing, file (A) file all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) file, if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities Notes to be made under the state securities or blue sky Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Registration Statement, commence the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting registration of the Exchange Securities Notes to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Securities Notes held by Broker-Dealers as contemplated by Section 3(c) hereofbelow.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under 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), each of the Company and the Guarantors shall (i) use its commercially reasonable efforts cause to cause a Registration Statement be filed under with the Securities Act relating to Commission as soon as practicable after the Exchange Securities and the Exchange Offer to become effective as promptly as possible (unless it becomes effective automatically upon filing)Closing Date, but in no event later than 365 30 days after the Closing Date (or if such 365th day is not a Business DayDate, the next succeeding Business Day) and Exchange Offer Registration Statement, (ii) use its best efforts to cause such Exchange Offer Registration Statement to become effective at the earliest possible time, but in no event later than 120 days after the Closing Date, (iii) in connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) 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 Initial Broker-Dealer Transfer Restricted Securities held by Restricted Broker-Dealers as contemplated by Section 3(c) hereofbelow.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under permitted by applicable law or Commission policy (after the procedures set forth in Section 6(a6(a)(i) hereof below have been complied with), each of the Company and the Guarantors shall (i) use its commercially reasonable efforts to cause a Registration Statement filed under the Securities Act relating to the Exchange Securities and the Exchange Offer Registration Statement to become effective as promptly as possible (unless it becomes effective automatically upon filing), but in no event be filed with the Commission by the date that is on or prior to the later than 365 of 120 days after the Closing Date and 45 days after the consummation of the Reorganization (or if as that term is defined in the Purchase Agreement, and such 365th day is not a Business Daylater date being herein referred to as the "FILING DEADLINE"), the next succeeding Business Day) and (ii) cause such Exchange Offer Registration Statement to become effective by the date that is on or prior to the later of 210 days after the Closing Date and 135 days after the consummation of the Reorganization (such later date being herein referred to as the "EFFECTIVENESS DEADLINE"), (iii) in connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Registration Statement it to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the 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 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 Initial Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.and

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), each of the Company and the Guarantors shall (i) use its commercially reasonable efforts cause to cause a Registration Statement be filed under with the Securities Act relating to Commission as soon as practicable after the Exchange Securities and the Exchange Offer to become effective as promptly as possible (unless it becomes effective automatically upon filing)Closing Date, but in no event later than 365 45 days after the Closing Date (or if such 365th day is not a Business DayDate, the next succeeding Business Day) and Exchange Offer Registration Statement, (ii) use its best efforts to cause such Exchange Offer Registration Statement to become effective under the Act on or prior to 120 days after the Closing Date, (iii) in connection with the foregoing, (A) file all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) file, if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings 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 Act and the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and Consummate the Exchange OfferOffer and cause the Exchange Offer Registration Statement to be effective continuously, and keep the Exchange Offer open, for a period of at least 30 days and use its best efforts to Consummate the Exchange Offer within 60 days (or longer if required by applicable law). The Exchange Offer shall be on the appropriate form permitting registration of the Exchange Securities Notes to be offered in exchange substitution for the Senior Notes that are Transfer Restricted Securities Senior Notes and to permit resales sales of Initial Securities held Broker-Dealer Transfer Restricted Senior Notes 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 below have been complied with), each of the Company and the Guarantors shall (i) use its commercially reasonable efforts cause to cause be filed with the Commission on or before the 60th day after the Closing Date, a Registration Statement filed under the Securities Act relating to the Exchange Securities Series D Notes, the Subsidiary Guarantees and the Exchange Offer Offer, (ii) use their reasonable best efforts to cause such Registration Statement to become effective as promptly as possible (unless it becomes effective automatically upon filing), but in no event later than 365 days on or before the 120th day after the Closing Date Date, (or if such 365th day is not a Business Day, the next succeeding Business Day) and (iiiii) in connection with the foregoing, file (A) file all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) file, if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities Series D 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 Registration Statement, commence the Exchange Offer. The Exchange Offer Registration Statement shall be on the appropriate form under the Act permitting registration of the Exchange Securities Series D Notes to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Securities the Series D Notes held by Broker-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 below have been complied with), each of the Company and the Guarantors Issuers shall (i) use its commercially reasonable efforts cause to cause a Registration Statement be filed under with the Securities Act relating to Commission as soon as practicable after the Exchange Securities and the Exchange Offer to become effective as promptly as possible (unless it becomes effective automatically upon filing)Initial Maturity Date, but in no event later than 365 60 days after the Closing Date (or if such 365th day is not a Business DayInitial Maturity Date, the next succeeding Business Day) and an Exchange Offer Registration Statement, (ii) use commercially reasonable efforts to cause such Registration Statement to become effective at the earliest possible time, but in no event later than 120 days after the Initial Maturity Date, (iii) in connection with the foregoing, file (A) file all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) file, if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act Act, and (C) 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 OfferOffer to be Consummated, and (iv) upon the effectiveness of such Registration Statement, commence the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting registration of the Exchange Securities Series B Notes to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Securities Notes held by Broker-Dealers as contemplated by Section 3(c) hereofbelow.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under permitted by applicable federal law or Commission policy (after the procedures set forth in Section 6(a5(a)(i) hereof below have been complied with), each of the Company Company, the Trust and the Guarantors LLC shall (i) use its commercially reasonable efforts to cause a Registration Statement filed under the Securities Act relating to the Exchange Securities and the Exchange Offer Registration Statement to become effective be filed with the Commission as promptly soon as possible (unless it becomes effective automatically upon filing)practicable after the Closing Date, but in no event later than 365 180 days after the Closing Date (or if such 365th 180th day is not a Business Daybeing the “Exchange Filing Deadline”), the next succeeding Business Day) and (ii) use their commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective at the earliest possible time, but in no event later than 270 days after the Closing Date (such 270th day being the “Exchange Effectiveness Deadline”), (iii) in connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Registration Statement it to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the 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 and Consummate 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 Initial Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.Exchange

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), each of the Company and the Guarantors shall (i) use its commercially reasonable efforts cause to cause a Registration Statement be filed under with the Securities Act relating to Commission as soon as practicable after the Exchange Securities and the Exchange Offer to become effective as promptly as possible (unless it becomes effective automatically upon filing)Closing Date, but in no event later than 365 30 days after the Closing Date (or if such 365th day is not a Business DayDate, the next succeeding Business Day) and Exchange Offer Registration Statement, (ii) use its best efforts to cause such Exchange Offer Registration Statement to become effective at the earliest possible time, but in no event later than 120 days after the Closing Date, (iii) in connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) 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 Transfer Restricted Securities and to permit resales of Initial Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.Notes that are Transfer

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), each of the Company and the Guarantors Issuers shall (i) use its commercially reasonable efforts cause to cause a Registration Statement be filed under with the Securities Act relating to Commission as soon as practicable after the Exchange Securities and the Exchange Offer to become effective as promptly as possible (unless it becomes effective automatically upon filing)Closing Date, but in no event later than 365 90 days after the Closing Date (or if such 365th day is not a Business DayDate, the next succeeding Business Day) and Exchange Offer Registration Statement, (ii) use their best efforts to cause such Exchange Offer Registration Statement to become effective at the earliest possible time, but in no event later than 180 days after the Closing Date, (iii) in connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) file, 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 Series D 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 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 D Senior Subordinated Notes to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Securities Notes held by Broker-Dealers as contemplated by Section 3(c) hereofbelow.

Registered Exchange Offer. (a) Unless Subject to Section 6(c)(i), unless the Exchange Offer shall not be permissible under applicable federal law or Commission policy (after the procedures set forth in Section 6(a) hereof have been complied with), each of the Company and the Guarantors shall (i) will use its commercially reasonable efforts to (i) cause a Registration Statement filed under the Securities Act relating to the Exchange Securities and the Exchange Offer to become effective as promptly as possible (unless it becomes effective automatically upon filing), but in no event later than 365 310 days after the Closing Date (or if such 365th 310th day is not a Business Day, the next succeeding Business Day) and ), (ii) in connection with the foregoing, (A) file all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) file, if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iviii) upon promptly following the effectiveness of such Registration Statement, commence the Exchange Offer. The Exchange Offer Registration Statement shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof below have been complied with), each of the Company and the Guarantors Issuers shall (i) use its commercially reasonable efforts cause to cause a Registration Statement be filed under with the Securities Act relating to Commission as soon as practicable after the Exchange Securities and the Exchange Offer to become effective as promptly as possible (unless it becomes effective automatically upon filing)Closing Date, but in no event later than 365 60 days after the Closing Date (or if such 365th day is not Date, a Business DayRegistration Statement under the Act relating to the Series B Notes and the Exchange Offer, the next succeeding Business Day) and (ii) use their best efforts to cause such Registration Statement to become effective at the earliest possible time, but in no event later than 120 days after the Closing Date, (iii) in connection with the foregoing, file (A) file all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) file, if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities 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 Registration Statement, commence 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 Transfer Restricted Securities and to permit resales of Initial Securities Notes held by Broker-Dealers as contemplated by Section 3(c) hereofbelow.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under permitted by applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof below have been complied with), each of the Company Services and the Guarantors CCPR shall (i) use its commercially reasonable efforts cause to cause a Registration Statement be filed under with the Securities Act relating to Commission as soon as practicable after the Exchange Securities and the Exchange Offer to become effective as promptly as possible (unless it becomes effective automatically upon filing)Closing Date, but in no event later than 365 120 days after the Closing Date (or if such 365th day is not a Business DayDate, the next succeeding Business Day) and Exchange Offer Registration Statement, (ii) use their reasonable best efforts to cause such Exchange Offer Registration Statement to become effective at the earliest possible time, but in no event later than 160 days after the Closing Date, (iii) in connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) 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, 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 Transfer Restricted Securities Notes and to permit resales sales of Initial Securities held Broker-Dealer Transfer Restricted Notes 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 below have been complied with), each of the Company and the Guarantors Issuer shall (i) use its commercially reasonable efforts cause to cause be filed with the Commission no later than 60 days after the Closing Date, a Registration Statement filed under the Securities Act relating to the Exchange Securities Notes and the Exchange Offer Offer, (ii) use its best efforts to cause such Registration Statement to become effective as promptly as possible (unless it becomes effective automatically upon filing), but in no event later than 365 180 days after the Closing Date Date, (or if such 365th day is not a Business Day, the next succeeding Business Day) and (iiiii) in connection with the foregoing, (A) file all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) file, if applicable, file a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities Notes to be made under the state securities or blue sky Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Registration Statement, commence the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting to permit registration of the Exchange Securities Notes to be offered in exchange for the Transfer Restricted Securities and to permit resales sales of Initial Broker-Dealer Transfer Restricted Securities held by Restricted Broker-Dealers as contemplated by Section 3(c) hereofbelow.

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

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

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof below have been complied with), each of the Company and the Guarantors shall (i) use its commercially reasonable efforts cause to cause a Registration Statement be filed under with the Securities Act relating to Commission as soon as practicable after the Exchange Securities and the Exchange Offer to become effective as promptly as possible (unless it becomes effective automatically upon filing)Closing Date, but in no event later than 365 60 days after the Closing Date (or if such 365th day is not Date, a Business DayRegistration Statement under the Act relating to the Series B Notes and the Exchange Offer, the next succeeding Business Day) and (ii) use its best efforts to cause such Registration Statement to become effective at the earliest possible time, but in no event later than 135 days after the Closing Date, (iii) in connection with the foregoing, file (A) file all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) file, if applicable, applicable a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities 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 Registration Statement, commence 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 Transfer Restricted Securities Notes and to permit resales of Initial Securities Notes held by Broker-Dealers as contemplated by Section 3(c) hereofbelow.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof have been complied with)policy, each of the Company and the Subsidiary Guarantors shall (i) use its commercially reasonable efforts cause to cause a Registration Statement be filed under with the Securities Act relating to Commission as soon as practicable after the Exchange Securities and the Exchange Offer to become effective as promptly as possible (unless it becomes effective automatically upon filing)Closing Date, but in no event later than 365 60 days after the Closing Date (or if such 365th day is not Date, a Business DayRegistration Statement under the Act relating to the Exchange Notes and the Exchange Offer, the next succeeding Business Day) and (ii) use their best efforts to cause such Registration Statement to become effective at the earliest possible time, but in no event later than 120 days after the Closing Date, (iii) in connection with the foregoing, (A) file all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) file, if applicable, file a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities Notes to be made under the state securities or blue sky Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Registration Statement, commence and Consummate the Exchange 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 Initial Securities Notes held by Broker-Dealers as contemplated by Section 3(c) hereofbelow.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission interpretation or policy (after the procedures set forth in Section 6(a) hereof below have been complied with), each of the Company and the Guarantors Issuers shall (i) use its commercially their reasonable best efforts to cause a Registration Statement to be filed under with the Securities Act relating to Commission as soon as practicable after the Exchange Securities and the Exchange Offer to become effective as promptly as possible (unless it becomes effective automatically upon filing)Closing Date, but in no event later than 365 90 days after the Closing Date (or if such 365th day is not a Business DayDate, an Exchange Offer Registration Statement under the next succeeding Business Day) and Securities Act, (ii) use their best efforts to cause such Exchange Offer Registration Statement to become effective at the earliest possible time, but in no event later than 210 days after the Closing Date, (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 Notes to be made under the state securities or blue sky Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence the Exchange Offer. 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 Initial Securities Notes held by Broker-Dealers as contemplated by Section 3(c) hereofbelow.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under permitted by applicable federal law or applicable interpretation of the staff of the Commission policy (after the procedures set forth in Section 6(a6(a)(i) hereof below have been complied with), each of the Company and the Guarantors Xxxxxx Products shall (i) use its commercially reasonable efforts to cause a Registration Statement filed under the Securities Act relating to the Exchange Securities and the Exchange Offer Registration Statement to become effective be filed with the Commission as promptly soon as possible (unless it becomes effective automatically upon filing)practicable after the Closing Date, but in no event later than 365 45 days after the Closing Date (or if such 365th day is not a Business DayDate, the next succeeding Business Day) and (ii) use their reasonable best efforts to cause such Exchange Offer Registration Statement to become effective at the earliest possible time, but in no event later than 180 days after the Closing Date, (iii) in connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such 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 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 Initial Broker-Dealer Transfer Restricted Securities held by Restricted Broker-Dealers as contemplated by Section 3(c) hereofbelow.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof below have been complied with), each of the Company and the Guarantors shall (i) use its commercially reasonable efforts cause to cause a Registration Statement be filed under with the Securities Act relating to Commission as soon as practicable after the Exchange Securities and the Exchange Offer to become effective as promptly as possible (unless it becomes effective automatically upon filing)Closing Date, but in no event later than 365 30 days after the Closing Date (or if such 365th day is not Date, a Business DayRegistration Statement under the Act relating to the Series B Senior Notes and the Exchange Offer, the next succeeding Business Day) and (ii) use their best efforts to cause such Registration Statement to become effective at the earliest possible time, but in no event later than 90 days after the Closing Date, (iii) in connection with the foregoing, file (A) file all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) file, if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities 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, and (iv) upon the effectiveness of such Registration Statement, commence the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting registration of the Exchange Securities Series B Senior Notes to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Securities Senior 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 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), each of the Company and the Guarantors shall (i) use its commercially reasonable efforts to cause a Registration Statement filed under the Securities Act relating to the Exchange Securities and the Exchange Offer Registration Statement to become effective be filed with the Commission as promptly soon as possible (unless it becomes effective automatically upon filing)practicable after the Closing Date, but in no event later than 365 90 days after the Closing Date (or if such 365th 90th day is not a Business Daybeing the "Filing Deadline"), the next succeeding Business Day) and (ii) use their commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective at the earliest possible time, but in no event later than 180 days after the Closing Date (such 180th day being the "Effectiveness Deadline"), (iii) in connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Registration Statement it to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the 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 their commercially reasonable efforts to 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 Initial Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.and

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), each of the Company and the Guarantors shall (i) use its commercially reasonable efforts cause to cause be filed with the Commission on or before the 45th day after the Closing Date, a Registration Statement filed under the Securities Act relating to the Exchange Securities Series B Notes and the Exchange Offer Offer, (ii) use their reasonable best efforts to cause such Registration Statement to become effective as promptly as possible (unless it becomes effective automatically upon filing), but in no event later than 365 days on or before the 120th day after the Closing Date Date, (or if such 365th day is not a Business Day, the next succeeding Business Day) and (iiiii) in connection with the foregoing, file (A) file all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) file, if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities 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 Registration Statement, commence 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 Transfer Restricted Securities Notes and to permit resales of Initial Securities Notes held by Broker-Dealers as contemplated by Section 3(c) hereofbelow.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof below have been complied with), each of the Company and the Guarantors shall (i) use its commercially reasonable efforts cause to cause be filed with the Commission on or before the 60th day after the Closing Date, a Registration Statement filed under the Securities Act relating to the Exchange Securities Series B Notes, the Subsidiary Guarantees and the Exchange Offer Offer, (ii) use their reasonable best efforts to cause such Registration Statement to become effective as promptly as possible (unless it becomes effective automatically upon filing), but in no event later than 365 days on or before the 135th day after the Closing Date Date, (or if such 365th day is not a Business Day, the next succeeding Business Day) and (iiiii) in connection with the foregoing, file (A) file all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) file, if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities Series B 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 Registration Statement, commence the Exchange Offer. The Exchange Offer Registration Statement shall be on the appropriate form under the Act permitting registration of the Exchange Securities Series B Notes to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Securities the Series B Notes held by Broker-Broker- Dealers as contemplated by Section 3(c) hereofbelow.