Common use of Registered Exchange Offer Clause in Contracts

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by applicable federal law or Commission policy (after the procedures set forth in Section 6(a)(i) hereof have been complied with), the Company and the Guarantors shall use their respective reasonable best efforts to (i) cause the Exchange Offer Registration Statement to be filed with the Commission as promptly as practicable after the Closing Date, but in no event later than 90 days after the Closing Date (such 90th day, the "Filing Deadline"), (ii) cause such Exchange Offer Registration Statement to become effective as promptly as practicable, but in no event later than 180 days after the Closing Date (such 180th day, the "Effectiveness Deadline"), (iii) in connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it to become effective, and (B) subject to the proviso in Section 6(c)(xii) hereof, cause all necessary filings, if any, in connection with the registration and qualification of the Exchange Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and, within the time periods contemplated by Section 3(b) hereof, Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Notes to be offered in exchange for the Initial Notes that are Transfer Restricted Securities and (ii) resales of Exchange Notes by Broker-Dealers that tendered into the Exchange Offer Initial Notes that such Broker-Dealer acquired for its own account as a result of its market-making activities or other trading activities (other than Initial Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) hereof (each, a "Participating Broker Dealer").

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by permissible under applicable federal law or Commission policy (after the procedures set forth in Section 6(a)(i6(a) hereof below have been complied with), the Company and the Guarantors shall use their respective reasonable best efforts to (i) cause the Exchange Offer Registration Statement to be filed with the Commission as promptly soon as practicable after the Closing Date, but in no event later than 90 45 days after the Closing Date (or if such 90th day45th day is not a Business Day, the "Filing Deadline"next succeeding Business Day), a Registration Statement under the Securities Act relating to the Exchange Notes and the Exchange Offer, (ii) use their best efforts to cause such Exchange Offer Registration Statement to become effective as promptly as practicableat the earliest possible time, but in no event later than 180 120 days after the Closing Date (or if such 180th day120th day is not a Business Day, the "Effectiveness Deadline"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 it such Registration Statement to become effective, and (B) subject file, if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the proviso in Section 6(c)(xiiSecurities Act and (C) hereof, cause all necessary filings, if any, filings in connection with the registration and qualification of the Exchange Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, Offer and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and, within the time periods contemplated by Section 3(b) hereof, Consummate the Exchange Offer. The Exchange Offer Registration Statement shall be on the appropriate form permitting registration of (i) registration the offers of the Exchange Notes to be offered in exchange for the Initial Notes that are Transfer Restricted Securities and (ii) the resales of Exchange Notes held by Broker-Dealers that tendered into the Exchange Offer Initial Notes that such Broker-Dealer acquired for its own account as a result of its market-making activities or other trading activities (other than Initial Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) hereof (each, a "Participating Broker Dealer")below.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by permissible under applicable federal law or Commission policy (after the procedures set forth in Section 6(a)(i6(a) hereof below have been complied with), the Company and the Guarantors shall use their respective reasonable best efforts to (i) cause the Exchange Offer Registration Statement to be filed with the Commission as promptly soon as practicable after the Closing Date, but in no event later than 90 days after the Closing Date Date, a Registration Statement under the Act relating to the Series B Notes (such 90th day, including any Subsidiary Guarantees) and the "Filing Deadline")Exchange Offer, (ii) use all commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective as promptly as practicableat the earliest possible time, but in no event later than 180 150 days after the Closing Date (such 180th daywhich 150-day period shall be extended for a number of days equal to the number of business days, if any, the "Effectiveness Deadline"Commission is officially closed during such period), (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 it such Registration Statement to become effective, and (B) subject if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the proviso in Section 6(c)(xiiAct and (C) hereof, cause all necessary filings, if any, filings in connection with the registration and qualification of the Exchange Series B Notes (including any Subsidiary Guarantees) to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and, within the time periods contemplated by Section 3(b) hereof, Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Series B Notes (including any Subsidiary Guarantees) to be offered in exchange for the Initial Notes that are Transfer Restricted Securities and (ii) to permit resales of Exchange Notes held by Broker-Dealers that tendered into the Exchange Offer Initial Notes that such Broker-Dealer acquired for its own account as a result of its market-making activities or other trading activities (other than Initial Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) hereof (each, a "Participating Broker Dealer")below.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by permissible under applicable federal law or Commission policy (after the procedures set forth in Section 6(a)(i6(a) hereof below have been complied with), DigitalNet Holdings, the Company and the Guarantors Subsidiary Guarantor shall (i) use their respective commercially reasonable best efforts to (i) cause the Exchange Offer Registration Statement to be filed with the Commission as promptly soon as practicable after the Closing Date, but in no event later than 90 days after the Closing Date (such 90th dayDate, a Registration Statement under the "Filing Deadline")Securities Act relating to the Exchange Notes and the Exchange Offer, (ii) use their commercially reasonable best efforts to cause such Exchange Offer Registration Statement to become effective as promptly as practicableat the earliest possible time, but in no event later than 180 days after the Closing Date (such 180th day, the "Effectiveness Deadline")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 it such Registration Statement to become effective, and (B) subject if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the proviso in Section 6(c)(xiiSecurities Act and (C) hereof, cause all necessary filings, if any, filings in connection with the registration and qualification of the Exchange Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and, within the time periods contemplated by Section 3(b) hereof, Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Notes to be offered in exchange for the Initial Notes that are Transfer Restricted Securities and (ii) to permit resales of Exchange Notes held by Broker-Dealers that tendered into the Exchange Offer Initial Notes that such Broker-Dealer acquired for its own account as a result of its market-making activities or other trading activities (other than Initial Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) hereof (each, a "Participating Broker Dealer")below.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by permissible under applicable federal law or Commission policy (after the procedures set forth in Section 6(a)(i6(a) hereof below have been complied with)) or one of the events set forth in Section 4(a)(ii) has occurred, the Company and the Guarantors Parent Guarantor shall (i) use their respective reasonable best efforts to (i) cause the Exchange Offer Registration Statement to be filed with the Commission as promptly soon as practicable after the Closing Date, but in no event later than 90 150 days after the Closing Date (such 90th dayDate, a Registration Statement under the "Filing Deadline")Securities Act relating to the Exchange Notes and the Exchange Offer, (ii) use their reasonable best efforts to cause such Exchange Offer Registration Statement to become be declared effective as promptly as practicable, but in no event later than 180 by the Commission on or prior to 210 days after the Closing Date (such 180th day, the "Effectiveness Deadline")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 it such Registration Statement to become effective, and (B) subject if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the proviso in Section 6(c)(xiiSecurities Act and (C) hereof, cause all necessary filings, if any, filings in connection with the registration and qualification of the Exchange Notes to be made under the Blue Sky blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, Offer and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and, within the time periods contemplated by Section 3(b) hereof, Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Notes to be offered in exchange for the Initial Notes that are Transfer Restricted Securities and (ii) to permit resales of Exchange Notes held by Broker-Dealers that tendered into the Exchange Offer Initial Notes that such Broker-Dealer acquired for its own account as a result of its market-making activities or other trading activities (other than Initial Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) hereof (each, a "Participating Broker Dealer")below.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by permissible under applicable federal law or Commission policy (after the procedures set forth in Section 6(a)(i6(a) hereof below have been complied with), the Company and the Guarantors shall use their respective reasonable best efforts to (i) cause the Exchange Offer Registration Statement to be filed with the Commission as promptly soon as practicable after the Closing Date, but in no event later than 90 days after the Closing Date (such 90th day, the "Filing Deadline")Date, (ii) use their reasonable best efforts to cause such Exchange Offer Registration Statement to become effective as promptly as practicableat the earliest possible time, but in no event later than 180 210 days after the Closing Date (as such 180th daydate relates to the Exchange Offer Registration Statement, the "“Effectiveness Deadline"Target Date”), (iii) in connection with the foregoing, file (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it such Registration Statement to become effective, and (B) subject if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the proviso in Section 6(c)(xiiSecurities Act and (C) hereof, cause all necessary filings, if any, filings in connection with the registration and qualification of the Exchange Notes Securities to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and, within the time periods contemplated by Section 3(b) hereof, Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Notes Securities and the related guarantees to be offered in exchange for the Initial Notes that are Transfer Restricted Securities and (ii) to permit resales of Exchange Notes Securities held by Broker-Dealers that tendered into the Exchange Offer Initial Notes that such Broker-Dealer acquired for its own account as a result of its market-making activities or other trading activities (other than Initial Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) hereof (each, a "Participating Broker Dealer")below.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by applicable federal law or Commission policy (after the procedures set forth in Section 6(a)(i) hereof have been complied with), the Company Issuer and the Guarantors shall use their respective reasonable best efforts to (i) cause the Exchange Offer Registration Statement to be filed with the Commission as promptly soon as practicable after the Closing Date, but in no event later than 90 120 days after the Closing Date (such 90th 120th day, the "Filing DeadlineFILING DEADLINE"), (ii) cause such Exchange Offer Registration Statement to become effective as promptly as practicableat the earliest possible time, but in no event later than 180 days after the Closing Date (such 180th day, the "Effectiveness DeadlineEFFECTIVENESS DEADLINE"), (iii) in connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it to become effective, and (B) subject to the proviso in Section 6(c)(xii) hereof, cause all necessary filings, if any, in connection with the registration and qualification of the Exchange Series B Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and, within the time periods contemplated by Section 3(b) hereof, Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Series B Notes to be offered in exchange for the Initial Series A Notes that are Transfer Restricted Securities and (ii) resales of Exchange Series B Notes by Broker-Dealers that tendered into the Exchange Offer Initial Series A Notes that such Broker-Dealer acquired for its own account as a result of its market-making activities or other trading activities (other than Initial Series A Notes acquired directly from the Company Issuer or any of its Affiliates) as contemplated by Section 3(c) hereof (each, a "Participating Broker Dealer")hereof.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by applicable federal law or Commission policy (after the procedures set forth in Section 6(a)(i) hereof have been complied with), the Company and the Guarantors shall use their respective reasonable best efforts to (i) cause the Exchange Offer Registration Statement to be filed with the Commission as promptly soon as practicable after the Closing Date, but in no event later than 90 days after the Closing Date (such 90th day, day being the "Exchange Filing Deadline"), (ii) use its reasonable best efforts to cause such Exchange Offer Registration Statement to become be declared effective as promptly as practicable, but in no event later than by the Commission on or prior to 180 days after the Closing Date (such 180th day, 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 it to become effective, and (B) subject file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the proviso in Section 6(c)(xiiAct and (C) hereof, cause all necessary filings, if any, in connection with the registration and qualification of the Exchange Series B Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and, within the time periods contemplated by period set forth in Section 3(b) hereof, Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Series B Notes to be offered in exchange for the Initial Series A Notes that are Transfer Restricted Securities and (ii) resales of Exchange Series B Notes by Broker-Dealers that tendered into the Exchange Offer Initial Series A Notes that such Broker-Dealer acquired for its own account as a result of its market-market making activities or other trading activities (other than Initial Series A Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) hereof (each, a "Participating Broker Dealer")hereof.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by applicable federal law or Commission policy (after the procedures set forth in Section 6(a)(i6(a)(iii)(A) hereof have been complied with), the Company and the Guarantors shall use their respective reasonable best efforts to (i) cause the Exchange Offer Registration Statement to be filed with the Commission as promptly soon as practicable after the Closing Date, but in no event later than 90 60 days after the Closing Date (such 90th day, 60th day being the "Filing Deadline"), (ii) use all commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective as promptly as practicableat the earliest possible time, but in no event later than 180 150 days after the Closing Date (such 180th day, 150th day being the "Effectiveness Deadline"), (iii) in connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it to become effective, and (B) subject file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the proviso in Section 6(c)(xiiAct and (C) hereof, cause all necessary filings, if any, in connection with the registration and qualification of the Exchange Series B Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and, within the time periods contemplated by Section 3(b) hereof, and use all commercially reasonable efforts to Consummate the Exchange OfferOffer on or prior to the 30th business day, or longer, if required by the federal securities laws, after the Registration Statement has become effective, (such 30th business day being the "Consummation Deadline"). The Exchange Offer shall be on the appropriate form permitting (ix) registration of the Exchange Series B Notes to be offered in exchange for the Initial Series A Notes that are Transfer Restricted Securities and (iiy) resales of Exchange Series B Notes by Broker-Dealers that tendered into the Exchange Offer Initial Series A Notes that such Broker-Dealer acquired for its own account as a result of its market-making activities or other trading activities (other than Initial Series A Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) hereof (each, a "Participating Broker Dealer")hereof.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by applicable federal law or Commission policy (after the procedures set forth in Section 6(a)(i) hereof below have been complied with), the Company and the Guarantors shall use their respective reasonable best efforts to (i) cause the Exchange Offer Registration Statement to be filed with the Commission as promptly soon as practicable after the Closing Date, but in no event later than 90 150 days after the Closing Date (such 90th day, 150th day being the "Filing DeadlineFILING DEADLINE"), ; (ii) use all commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective as promptly as practicableat the earliest possible time, but in no event later than 180 210 days after the Closing Date (such 180th day, 210th day being the "Effectiveness DeadlineEFFECTIVENESS DEADLINE"), ; (iii) in connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it to become effective, and (B) subject file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the proviso in Section 6(c)(xiiAct and (C) hereof, cause all necessary filings, if any, in connection with the registration and qualification of the Exchange Series B Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, ; and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and, within the time periods contemplated by Section 3(b) hereof, and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Series B Notes to be offered in exchange for the Initial Series A Notes that are Transfer Restricted Securities and (ii) resales of Exchange Series B Notes by Broker-Dealers that tendered into the Exchange Offer Initial Series A Notes that such Broker-Dealer acquired for its own account as a result of its market-market making activities or other trading activities (other than Initial Series A Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) hereof (each, a "Participating Broker Dealer")below.

Registered Exchange Offer. (a) Unless (i) the Exchange Offer shall not be permitted by applicable federal law or Commission policy (after the procedures set forth in Section 6(a)(i4(a)(i) hereof below have been complied with), and (ii) the credit rating assigned to NSC by both Rating Agencies falls below investment grade prior to any of the periods described in this Section 2(a) or Section 2(b) below, the Company and the Guarantors shall use their respective reasonable best efforts to (i) cause the Exchange Offer Registration Statement to be filed with the Commission as promptly as practicable within 180 days after the Closing Date, but in no event later than 90 days after the Closing Date (such 90th day, the "Filing Deadline"), (ii) use its reasonable best efforts to cause such Exchange Offer Registration Statement to become effective as promptly as practicable, but in no event later than 180 days after at the Closing Date (such 180th day, the "Effectiveness Deadline")earliest practicable time thereafter, (iii) in connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it such Exchange Offer Registration Statement to become effective, and (B) subject file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the proviso in Section 6(c)(xiiAct and (C) hereof, cause all necessary filings, if any, in connection with the registration and qualification of the Exchange Notes Certificates to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, Offer and (iv) upon promptly after the effectiveness of such Exchange Offer Registration Statement, commence and, within the time periods contemplated by Section 3(b) hereof, and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Notes Certificates to be offered in exchange for the Initial Notes Certificates that are Transfer Restricted Securities and (ii) resales to permit sales of Exchange Notes Broker-Dealer Transfer Restricted Securities by Restricted Broker-Dealers that tendered into the Exchange Offer Initial Notes that such Broker-Dealer acquired for its own account as a result of its market-making activities or other trading activities (other than Initial Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c2(c) hereof (each, a "Participating Broker Dealer")below.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by applicable federal law or Commission policy (after the procedures set forth in Section 6(a)(i) hereof below have been complied with), the Company and the Guarantors shall use their respective reasonable best efforts to (i) cause the Exchange Offer Registration Statement to be filed with the Commission as promptly as practicable after the Closing Date, but in no event later than 90 on or prior to 60 days after the Closing Date (such 90th day, 60th day being the "“Filing Deadline"”), (ii) use commercially reasonable efforts to cause such Exchange Offer Registration Statement to become be declared effective as promptly as practicable, but in no event later than 180 by the Commission on or prior to 150 days after the Closing Date (such 180th day, 150th day being the "“Effectiveness Deadline"”), (iii) in connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it to become effective, and (B) subject file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the proviso in Section 6(c)(xiiAct and (C) hereof, use commercially reasonable efforts to cause all necessary filings, if any, in connection with the registration and qualification of the Exchange Series B Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and, within the time periods contemplated by Section 3(b) hereof, and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Series B Notes to be offered in exchange for the Initial Series A Notes that are Transfer Restricted Securities and (ii) resales of Exchange Series B Notes by Broker-Dealers that tendered into the Exchange Offer Initial Series A Notes that such Broker-Dealer acquired for its own account as a result of its market-market making activities or other trading activities (other than Initial Series A Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) hereof (each, a "Participating Broker Dealer")below.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by permissible under applicable federal law or Commission policy (after the procedures set forth in Section 6(a)(i6(a) hereof below have been complied with), the Company and the Guarantors Trust shall use their respective reasonable best efforts to (i) cause the Exchange Offer Registration Statement to be filed with the Commission as promptly soon as practicable after the Closing Date, but in no event later than 90 150 days after the Closing Date (such 90th dayDate, a Registration Statement under the "Filing Deadline")Securities Act relating to the New Securities and the Exchange Offer, (ii) use their respective best efforts to cause such Exchange Offer Registration Statement to become effective as promptly as practicableat the earliest possible time, but in no event later than 180 days after the Closing Date (such 180th day, the "Effectiveness Deadline")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 it such Registration Statement to become effective, and (B) subject if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the proviso in Section 6(c)(xiiSecurities Act and (C) hereof, cause all necessary filings, if any, filings in connection with the registration and qualification of the Exchange Notes New Securities to be made under the Blue Sky laws of such jurisdictions in the United States as are necessary to permit Consummation of the Exchange Offer, and (iv) upon unless the effectiveness of such 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 and, within the time periods contemplated by Section 3(b) hereof, Consummate New Securities in exchange for all Securities tendered prior thereto in the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Notes New Securities to be offered in exchange for the Initial Notes that are Transfer Restricted Securities and (ii) to permit resales of Exchange Notes New Securities held by Broker-Dealers that tendered into the Exchange Offer Initial Notes that such Broker-Dealer acquired for its own account as a result of its market-making activities or other trading activities (other than Initial Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) hereof (each, a "Participating Broker Dealer")below.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by permissible under applicable federal law or Commission policy (after the procedures set forth in Section 6(a)(i) hereof below have been complied with), the Company and the Guarantors shall use their respective reasonable best efforts to (i) cause the Exchange Offer Registration Statement to be filed with the Commission as promptly soon as practicable after the Closing Date, but in no event later than 90 45 days after the Closing Date (such 90th dayDate, a Registration Statement under the "Filing Deadline")Act relating to the Series B Notes and the Exchange Offer, (ii) use their best efforts to cause such Exchange Offer Registration Statement to become effective as promptly as practicableat the earliest possible time, but in no event later than 180 120 days after the Closing Date (such 180th day, the "Effectiveness Deadline")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 it such Registration Statement to become effective, and (B) subject if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the proviso in Section 6(c)(xiiAct and (C) hereof, cause all necessary filings, if any, filings in connection with the registration and qualification of the Exchange Series B Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation consummation of the Exchange Offer; provided, however, that neither the Company nor the Guarantors shall be required to register or qualify as a foreign corporation where it is not now so qualified (or was not so qualified immediately prior to its reincorporation as a Delaware corporation) or to take any action that would subject it to the service of process in suits or taxation, other than as to matters and transactions relating to the Registration Statement, in any jurisdiction where it is not now so subject, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and, within the time periods contemplated by Section 3(b) hereof, Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Series B Notes to be offered in exchange for the Initial Notes that are Transfer Restricted Securities and (ii) to permit resales of Exchange Notes held by Broker-Dealers that tendered into the Exchange Offer Initial Notes that such Broker-Dealer acquired for its own account as a result of its market-making activities or other trading activities (other than Initial Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) hereof (each, a "Participating Broker Dealer")below.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by applicable federal law or Commission policy (after the procedures set forth in Section 6(a)(i) hereof below have been complied with), the Company and the Guarantors shall use their respective reasonable best efforts to (i) cause the Exchange Offer Registration Statement to be filed with the Commission as promptly soon as practicable after the Closing Date, but in no event later than 90 days after the Closing Date (such 90th dayDate, the "Filing Deadline")Exchange Offer Registration Statement, (ii) use their best efforts to cause such Exchange Offer Registration Statement to become effective as promptly as practicableat the earliest possible time, but in no event later than 180 150 days after the Closing Date (such 180th day, the "Effectiveness Deadline")Date, (iii) in connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it such Exchange Offer Registration Statement to become effective, and (B) subject file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the proviso in Section 6(c)(xiiAct and (C) hereof, cause all necessary filings, if any, in connection with the registration and qualification of the Exchange Series D Senior Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and, within the time periods contemplated by Section 3(b) hereof, and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Series D Senior Notes to be offered in exchange for the Initial Series C Senior Notes that are Transfer Restricted Securities Senior Notes and (ii) resales to permit sales of Exchange Broker-Dealer Transfer Restricted Senior Notes by Restricted Broker-Dealers that tendered into the Exchange Offer Initial Notes that such Broker-Dealer acquired for its own account as a result of its market-making activities or other trading activities (other than Initial Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) hereof (each, a "Participating Broker Dealer")below.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by applicable federal law or Commission policy (after the procedures set forth in Section 6(a)(i) hereof have been complied with), the Company and the Guarantors shall use their respective reasonable best efforts to (i) cause the Exchange Offer Registration Statement to be filed with the Commission as promptly soon as practicable after the Closing Date, but in no event later than 90 217 days after the Closing Date (such 90th dayDate, the "Filing Deadline")Exchange Offer Registration Statement, (ii) use its reasonable best efforts to cause such Exchange Offer Registration Statement to become effective as promptly as practicableat the earliest possible time, but in no event later than 180 307 days after the Closing Date (such 180th day, the "Effectiveness Deadline")Date, (iii) in connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it such Exchange Offer Registration Statement to become effective, and (B) subject file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the proviso in Section 6(c)(xiiAct and (C) hereof, cause all necessary filings, if any, in connection with the registration and qualification of the Exchange Notes Bonds to be made under the 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, within the time periods contemplated by Section 3(b) hereof, and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Notes Bonds to be offered in exchange for the Initial Notes Restricted Bonds that are Transfer Restricted Securities and (ii) resales to permit sales of Exchange Notes Broker-Dealer Transfer Restricted Securities by Restricted Broker-Dealers that tendered into the Exchange Offer Initial Notes that such Broker-Dealer acquired for its own account as a result of its market-making activities or other trading activities (other than Initial Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) hereof (each, a "Participating Broker Dealer")hereof.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by applicable federal law or Commission policy (after the procedures set forth in Section 6(a)(i) hereof below have been complied with), the Company and the Guarantors shall use their respective reasonable best efforts to (i) cause the Exchange Offer Registration Statement to be filed with the Commission as promptly soon as practicable after the Closing Date, but in no event later than 90 60 days after the Closing Date (such 90th day, 60th day being the "Filing DeadlineFILING DEADLINE"), (ii) use its reasonable best efforts to cause such Exchange Offer Registration Statement to become effective as promptly as practicableat the earliest possible time, but in no event later than 180 150 days after the Closing Date (such 180th day, 150th day being the "Effectiveness DeadlineEFFECTIVENESS DEADLINE"), (iii) in connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it to become effective, and (B) subject file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the proviso in Section 6(c)(xiiAct and (C) hereof, cause all necessary filings, if any, in connection with the registration and qualification of the Exchange Series B Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and, within the time periods contemplated by Section 3(b) hereof, and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Series B Notes to be offered in exchange for the Initial Series A Notes that are Transfer Restricted Securities and (ii) resales of Exchange Series B Notes by each Broker-Dealers Dealer that tendered into the Exchange Offer Initial Series A Notes that such Broker-Dealer acquired for its own account as a result of its market-making activities or other trading activities (other than Initial Series A Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) hereof (each, a "Participating Broker Dealer")below.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by permissible under applicable federal law or Commission policy (after the procedures set forth in Section 6(a)(i6(a) hereof have been complied with), each of the Company and the Guarantors shall (i)(A) use their respective its commercially reasonable best efforts to (i) cause the Exchange Offer Registration Statement to be filed with the Commission as promptly as practicable after a Registration Statement under the Closing Date, but in no event later than 90 days after Securities Act relating to the Closing Date Exchange Securities and the Exchange Offer and (such 90th day, the "Filing Deadline"), (iiB) use commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective as promptly as practicable, but in no event later than 180 days after the Closing Date (such 180th day, the "Effectiveness Deadline")effective, (iiiii) in connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it such Registration Statement to become effective, and (B) subject if applicable, file a post-effective amendment to such Registration Statement pursuant to Rule 430A under the proviso in Section 6(c)(xiiSecurities Act and (C) hereof, cause all necessary filings, if any, filings in connection with the registration and qualification of the Exchange Notes Securities to be made under the Blue Sky state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iviii) upon the effectiveness of such Exchange Offer Registration Statement, commence and, within the time periods contemplated by Section 3(b) hereof, Consummate the Exchange Offer. Each of the Company and the Guarantors shall use commercially reasonable efforts to Consummate the Exchange Offer not later than September 1, 2019 (the “Exchange Date”). The Exchange Offer Offer, if required pursuant to this Section 3(a), shall be on the appropriate form permitting (i) registration of the Exchange Notes Securities of the applicable series to be offered in exchange for the Initial Notes that are Transfer Restricted Securities of such series and (ii) to permit resales of Exchange Notes Transfer Restricted Securities of such series held by Broker-Dealers that tendered into the Exchange Offer Initial Notes that such Broker-Dealer acquired for its own account as a result of its market-making activities or other trading activities (other than Initial Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) hereof (each, a "Participating Broker Dealer")hereof.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by permissible under applicable federal law or Commission policy (after the procedures set forth in Section 6(a)(i6(a) hereof below have been complied with), the Company and the Guarantors Trust shall use their respective reasonable best efforts to (i) cause the Exchange Offer Registration Statement to be filed with the Commission as promptly soon as practicable after the Closing Date, but in no event later than 90 60 days after the Closing Date (such 90th dayDate, a Registration Statement under the "Filing Deadline")Securities Act relating to the New Securities and the Exchange Offer, (ii) use their respective best efforts to cause such Exchange Offer Registration Statement to become effective as promptly as practicableat the earliest possible time, but in no event later than 180 120 days after the Closing Date (such 180th day, the "Effectiveness Deadline")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 it such Registration Statement to become effective, and (B) subject if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the proviso in Section 6(c)(xiiSecurities Act and (C) hereof, cause all necessary filings, if any, filings in connection with the registration and qualification of the Exchange Notes to be made New Securities under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon unless the effectiveness of such 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 and, within the time periods contemplated by Section 3(b) hereof, Consummate New Securities in exchange for all Securities tendered prior thereto in the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Notes New Securities to be offered in exchange for the Initial Notes that are Transfer Restricted Securities and (ii) to permit resales of Exchange Notes New Securities held by Broker-Dealers that tendered into the Exchange Offer Initial Notes that such Broker-Dealer acquired for its own account as a result of its market-making activities or other trading activities (other than Initial Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) hereof (each, a "Participating Broker Dealer")below.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by applicable federal law or Commission policy (after the procedures set forth in Section 6(a)(i) hereof below have been complied with), the Company and the Guarantors shall use their respective reasonable best efforts to (i) cause the Exchange Offer Registration Statement to be filed with the Commission as promptly soon as practicable after the Closing Date, but in no event later than 90 60 days after the Closing Date (such 90th dayDate, the "Filing Deadline")Exchange Offer Registration Statement, (ii) use its best efforts to cause such Exchange Offer Registration Statement to become effective as promptly as practicableat the earliest possible time, but in no event later than 180 135 days after the Closing Date (such 180th day, the "Effectiveness Deadline")Date, (iii) in connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it such Exchange Offer Registration Statement to become effective, and (B) subject file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the proviso in Section 6(c)(xiiAct and (C) hereof, cause all necessary filings, if any, in connection with the registration and qualification of the Exchange Series B Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and, within the time periods contemplated by Section 3(b) hereof, and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Series B Notes to be offered in exchange for the Initial Series A Notes that are Transfer Restricted Securities and (ii) resales to permit sales of Exchange Notes Broker-Dealer Transfer Restricted Securities by Restricted Broker-Dealers that tendered into the Exchange Offer Initial Notes that such Broker-Dealer acquired for its own account as a result of its market-making activities or other trading activities (other than Initial Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) hereof (each, a "Participating Broker Dealer")below.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by applicable federal law or interpretations thereof by the staff of the Commission policy (after the procedures set forth in Section 6(a)(i) hereof below have been complied with), the Company and the Guarantors shall use their respective reasonable best efforts to (i) cause the Exchange Offer Registration Statement to be filed with the Commission as promptly soon as practicable after the Closing Date, but in no event later than 90 120 days after the Closing Date (such 90th day, 120th day being the "Filing Deadline"), (ii) use its reasonable best efforts to cause such Exchange Offer Registration Statement to become effective as promptly as practicableat the earliest possible time, but in no event later than 180 210 days after the Closing Date (such 180th day, 210th day being the "Effectiveness Deadline"), (iii) in connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it to become effective, and (B) subject file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the proviso in Section 6(c)(xiiAct and (C) hereof, cause all necessary filings, if any, in connection with the registration and qualification of the Exchange Series B Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer; provided, however, that the Company shall not be required to register or qualify as a foreign corporation where it is not now so qualified or to take any action that would subject it to the service of process in suits or to taxation in any jurisdiction where it is not now so subject; and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and, within the time periods contemplated by Section 3(b) hereof, and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Series B Notes to be offered in exchange for the Initial Series A Notes that are Transfer Restricted Securities and (ii) resales of Exchange Series B Notes by Broker-Dealers that tendered into the Exchange Offer Initial Series A Notes that such Broker-Dealer acquired for its own account as a result of its market-market making activities or other trading activities (other than Initial Series A Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) hereof (each, a "Participating Broker Dealer")below.

Registered Exchange Offer. (a1) Unless the Exchange Offer shall not be permitted by applicable federal law or Commission policy (after the procedures set forth in Section 6(a)(i) hereof below have been complied with), the Company and the Guarantors shall use their respective reasonable best efforts to (i) cause the Exchange Offer Registration Statement to be filed with the Commission as promptly soon as practicable after the Closing Date, but in no event later than 90 75 days after the Closing Date (such 90th day, 75/th/ day being the "Filing DeadlineFILING DEADLINE"), (ii) use its best --------------- efforts to cause such Exchange Offer Registration Statement to become effective as promptly as practicableat the earliest possible time, but in no event later than 180 150 days after the Closing Date (such 180th day, 150th day being the "Effectiveness DeadlineEFFECTIVENESS DEADLINE"), (iii) in ---------------------- connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it to become effective, and (B) subject file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the proviso in Section 6(c)(xiiAct and (C) hereof, cause all necessary filings, if any, in connection with the registration and qualification of the Exchange Series B Notes to be made under the Blue Sky laws of such jurisdictions in the United States and such other reason able jurisdictions requested by a Holder as are necessary to permit Consummation of the Exchange Offer, provided, however, that the Company shall not be required in connection therewith to register or qualify as a foreign corporation in any jurisdiction where it is not now so registered or qualified or to take any action that would subject it to service of process in suits or to taxation, other than as to matters and transactions relating to the Exchange Offer Registration Statement, in any jurisdiction where it is not now so subject, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and, within the time periods contemplated by Section 3(b) hereof, and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Series B Notes to be offered in exchange for the Initial Series A Notes that are Transfer Restricted Securities and (ii) resales of Exchange Series B Notes by Broker-Dealers that tendered into the Exchange Offer Initial Series A Notes that such Broker-Dealer acquired for its own account as a result of its market-market making activities or other trading activities (other than Initial Series A Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) hereof (each, a "Participating Broker Dealer")below.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by applicable federal law or Commission policy (after the procedures set forth in Section 6(a)(i6(a) hereof below have been complied with), the Company and the Guarantors shall use their respective reasonable best efforts to (i) cause the Exchange Offer Registration Statement to be filed with the Commission as promptly soon as practicable after the Closing Date, but in no event later than 90 120 days after the Closing Date (such 90th dayDate, the "Filing Deadline")Exchange Offer Registration Statement, (ii) use their commercially reasonable efforts to cause such Exchange Offer Registration Statement to become be declared effective as promptly as practicableby the Commission at the earliest possible time, but in no event later than 180 210 days after the Closing Date (such 180th day, the "Effectiveness Deadline")Date, (iii) in connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it such Exchange Offer Registration Statement to become effective, and (B) subject file, if applicable, a post-effective amendment to the proviso in Section 6(c)(xiisuch Exchange Offer Registration Statement and (C) hereof, cause all necessary filings, if any, in connection with the registration and qualification of the Exchange Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and, within the time periods contemplated by Section 3(b) hereof, and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Notes to be offered in exchange for the Initial Notes that are Transfer Restricted Securities and (ii) resales to permit sales of Exchange Notes Broker-Dealer Transfer Restricted Securities by Restricted Broker-Dealers that tendered into the Exchange Offer Initial Notes that such Broker-Dealer acquired for its own account as a result of its market-making activities or other trading activities (other than Initial Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) hereof below. The 120 and 210 day periods referred to in (each, i) and (ii) of this Section 3(a) shall not include any period in which the Company is pursuing a "Participating Broker Dealer")Commission decision pursuant to 6(a)(i) below.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by permissible under applicable federal law or Commission policy (after the procedures set forth in Section 6(a)(i) hereof below have been complied with), the Company and the Guarantors shall use their respective reasonable best efforts to (i) cause the Exchange Offer Registration Statement to be filed with the Commission as promptly soon as practicable after the Closing Date, but in no event later than 90 45 days after the Closing Date Date, a Registration Statement under the Act relating to the Series B Notes (such 90th day, including the "Filing Deadline")Subsidiary Guarantees) and the Exchange Offer, (ii) use best efforts to cause such Exchange Offer Registration Statement to become effective as promptly as practicableat the earliest possible time, but in no event later than 180 150 days after the Closing Date (such 180th day, the "Effectiveness Deadline")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 it such Registration Statement to become effective, and (B) subject file, if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the proviso in Section 6(c)(xiiAct and (C) hereof, cause all necessary filings, if any, filings in connection with the registration and qualification of the Exchange Series B Notes (including the Subsidiary Guarantees) to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange OfferOffer (subject to the limitations of Section 6(d)(x)), and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and, within the time periods contemplated by Section 3(b) hereof, and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Series B Notes (including the Subsidiary Guarantees) to be offered in exchange for the Initial Notes that are Transfer Restricted Securities and (ii) to permit resales of Exchange Notes held by Broker-Dealers that tendered into the Exchange Offer Initial Notes that such Broker-Dealer acquired for its own account as a result of its market-making activities or other trading activities (other than unsold allotments held by the Initial Notes acquired directly from the Company or any of its AffiliatesPurchasers) as contemplated by Section 3(c) hereof (each, a "Participating Broker Dealer")below.

Registered Exchange Offer. (a) 1. Unless the Exchange Offer shall not be permitted by applicable federal law or Commission policy (after the procedures set forth in Section 6(a)(i) hereof below have been complied with), the Company and the Guarantors shall use their respective reasonable best efforts to (i) cause the Exchange Offer Registration Statement to be filed with the Commission as promptly soon as practicable after the Closing Date (the "Exchange Offer Filing Date"), but in no event later than 90 30 days after the Closing Date (such 90th day, 30th day being the "Filing Deadline"), (ii) use its best efforts to cause such Exchange Offer Registration Statement to become effective as promptly as practicableat the earliest possible time, but in no event later than 180 120 days after the Closing Date (such 180th day, 120th day being the "Effectiveness Deadline"), (iii) in connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it to become effective, and (B) subject file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the proviso in Section 6(c)(xiiAct and (C) hereof, cause all necessary filings, if any, in connection with the registration and qualification of the Exchange Series B Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, (iv) make all requisite filings with gaming authorities and obtain all requisite gaming approvals, and (ivv) upon the effectiveness of such Exchange Offer Registration Statement, commence and, within the time periods contemplated by Section 3(b) hereof, and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Series B Notes to be offered in exchange for the Initial Series A Notes that are Transfer Restricted Securities and (ii) to permit resales of Exchange Series B Notes by Broker-Dealers that tendered into the Exchange Offer Initial for Series A Notes that such Broker-Dealer acquired for its own account as a result of its market-making activities or other trading activities (other than Initial Series A Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) hereof (each, a "Participating Broker Dealer")below.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by applicable federal law or Commission policy (after the procedures set forth in Section 6(a)(i) hereof below have been complied with), the Company and the Guarantors shall use their respective reasonable best efforts to (i) cause the Exchange Offer Registration Statement to be filed with the Commission as promptly soon as practicable after the Closing Date, but in no event later than 90 160 days after the Closing Date (such 90th day, 160th day being the "“Exchange Offer Filing Deadline"”), (ii) use their commercially reasonable best efforts to cause such Exchange Offer Registration Statement to become effective as promptly as practicableat the earliest possible time, but in no event later than 180 210 days after the Closing Date (such 180th day, 210th day being the "“Effectiveness Deadline"”), (iii) in connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it to become effective, and (B) subject file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the proviso in Section 6(c)(xiiAct and (C) hereof, cause all necessary filings, if any, in connection with the registration and qualification of the Exchange Series B Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, Offer and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and, within the time periods contemplated by Section 3(b) hereof, and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Series B Notes to be offered in exchange for the Initial Series A Notes that are Transfer Restricted Securities and (ii) resales of Exchange Series B Notes by Broker-Dealers that tendered into the Exchange Offer Initial Series A Notes that such Broker-Dealer acquired for its own account as a result of its market-market making activities or other trading activities (other than Initial Series A Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) hereof (each, a "Participating Broker Dealer")below.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by applicable federal law or Commission policy (after the procedures set forth in Section 6(a)(i) hereof have been complied with)law, the Company and the Guarantors Guarantor shall use their respective reasonable best efforts to (i) cause the Exchange Offer Registration Statement to be filed with the Commission as promptly soon as practicable after the Closing Date, but in no event later than 90 60 days after the Closing Date (such 90th day, 60th day being the "Filing DeadlineFILING DEADLINE"), (ii) use its best efforts to cause such Exchange Offer Registration Statement to become effective as promptly soon as reasonably practicable, but in no event later than 180 150 days after the Closing Date (such 180th day, 150th day being the "Effectiveness DeadlineEFFECTIVENESS DEADLINE"), (iii) in connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it to become effective, and (B) subject file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the proviso in Section 6(c)(xiiAct and (C) hereof, cause all necessary filings, if any, in connection with the registration and qualification of the Exchange Series B Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and, within the time periods contemplated by Section 3(b) hereof, and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Series B Notes to be offered in exchange for the Initial Series A Notes that are Transfer Restricted Securities and (ii) resales of Exchange Series B Notes by Broker-Dealers that tendered into the Exchange Offer Initial Series A Notes that such Broker-Dealer acquired for its own account as a result of its market-market making activities or other trading activities (other than Initial Series A Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) hereof (each, a "Participating Broker Dealer")below.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by permissible under applicable federal law or Commission policy (after the procedures set forth in Section 6(a)(i6(a) hereof below have been complied with), the Company and the Guarantors shall use their respective reasonable best efforts to (i) cause the Exchange Offer Registration Statement to be filed with the Commission as promptly as practicable on or prior to 45 days after the Closing Date, but in no event later than 90 days after a Registration Statement under the Closing Date (such 90th day, Act relating to the "Filing Deadline")Registered Securities and the Exchange Offer, (ii) use commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective as promptly as practicable, but in no event later than 180 on or prior to 150 days after the Closing Date (such 180th day, the "Effectiveness Deadline")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 it such Registration Statement to become effective, and (B) subject if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the proviso in Section 6(c)(xiiAct and (C) hereof, cause all necessary filings, if any, filings in connection with the registration and qualification of the Exchange Notes Registered Securities to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and, within the time periods contemplated by Section 3(b) hereof, Consummate the Exchange OfferOffer and use commercially reasonable efforts to cause the Exchange Offer to be Consummated on the earliest practicable date after the Exchange Offer Registration Statement has become effective, but in no event later than 180 days after the Closing Date. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Notes Registered Securities to be offered in exchange for the Initial Notes that are Transfer Restricted Securities and (ii) to permit resales of Exchange Notes Securities held by Broker-Dealers that tendered into the Exchange Offer Initial Notes that such Broker-Dealer acquired for its own account as a result of its market-making activities or other trading activities (other than Initial Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c2(c) hereof (each, a "Participating Broker Dealer")below.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by applicable federal law or Commission policy (after the procedures set forth in Section 6(a)(i) hereof below have been complied with), the Company and the Guarantors shall use their respective reasonable best efforts to (i) cause the Exchange Offer Registration Statement to be filed with the Commission as promptly soon as practicable after the Closing Date, but in no event later than 90 days after the Closing Date (such 90th day, day being the "Filing Deadline"), (ii) use their --------------- respective reasonable best efforts to cause such Exchange Offer Registration Statement to become effective as promptly as practicableat the earliest possible time, but in no event later than 180 days after the Closing Date (such 180th day, day being the "Effectiveness Deadline"), (iii) in connection with the foregoing, (A) file all ---------------------- pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it to become effective, and (B) subject file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the proviso in Section 6(c)(xiiAct and (C) hereof, cause all necessary filings, if any, in connection with the registration and qualification of the Exchange Series B Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and, within the time periods contemplated by Section 3(b) hereof, and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Series B Notes to be offered in exchange for the Initial Series A Notes that are Transfer Restricted Securities and (ii) resales of Exchange Series B Notes by Broker-Dealers that tendered into the Exchange Offer Initial Series A Notes that such Broker-Dealer acquired for its own account as a result of its market-market making activities or other trading activities (other than Initial Series A Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) hereof (each, a "Participating Broker Dealer")below.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by applicable federal law or Commission policy (after the procedures set forth in Section 6(a)(i) hereof below have been complied with), the Company and the Guarantors shall use their respective reasonable best efforts to (i) cause the Exchange Offer Registration Statement to be filed with the Commission on or before such date as promptly as practicable after would be sufficient to Consummate the Closing DateExchange Offer by August 7, 2004 (such date being the "EXCHANGE OFFER FILING DEADLINE"), (ii) use their commercially reasonable efforts to have such Exchange Offer Registration Statement declared effective by the Commission at the earliest possible time, but in no event later than 90 days after such date as would be sufficient to Consummate the Closing Date Exchange Offer by August 7, 2004 (such 90th day, date being the "Filing Deadline"), (ii) cause such Exchange Offer Registration Statement to become effective as promptly as practicable, but in no event later than 180 days after the Closing Date (such 180th day, the "Effectiveness DeadlineEXCHANGE OFFER EFFECTIVENESS DEADLINE"), (iii) in connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it to become effective, and (B) subject file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the proviso in Section 6(c)(xiiAct and (C) hereof, cause all necessary filings, if any, in connection with the registration and qualification of the Exchange Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon unless the Exchange Offer would not be permitted by applicable law or Commission policy, promptly after the effectiveness of such Exchange Offer Registration Statement, commence and, within the time periods contemplated by Section 3(b) hereof, and use their commercially reasonable efforts to Consummate the Exchange Offer. The Exchange Offer shall be on in the appropriate form permitting (i) registration of the Exchange Notes to be offered in exchange for the Initial Notes that are Transfer Restricted Securities and (ii) resales of Exchange Notes by Broker-Dealers that tendered into the Exchange Offer Initial Notes that such Broker-Dealer acquired for its own account as a result of its market-making activities or other trading activities (other than Initial Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) hereof (each, a "Participating Broker Dealer").time set forth in

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by permissible under applicable federal law or Commission policy (after the procedures set forth in Section 6(a)(i6(a) hereof have been complied with), each of the Company and the Guarantors shall use their respective reasonable best efforts to (i) cause the Exchange Offer Registration Statement to be filed with the Commission as promptly as practicable no later than 210 days after the Closing DateEquity Registration Statement Effectiveness Date (or if such 210th day is not a Business Day, the next succeeding Business Day), a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer, (ii) use its commercially reasonable efforts to cause such Registration Statement to become effective at the earliest possible time after its initial filing, but in no event later than 90 270 days after the Closing Equity Registration Statement Effectiveness Date (or if such 90th day270th day is not a Business Day, the "Filing Deadline"), (ii) cause such Exchange Offer Registration Statement to become effective as promptly as practicable, but in no event later than 180 days after the Closing Date (such 180th day, the "Effectiveness Deadline"next succeeding Business Day), (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 it such Registration Statement to become effective, and (B) subject if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the proviso in Section 6(c)(xiiSecurities Act and (C) hereof, cause all necessary filings, if any, filings in connection with the registration and qualification of the Exchange Notes Securities to be made under the Blue Sky state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and, within the time periods contemplated by Section 3(b) hereof, Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Notes Securities to be offered in exchange for the Initial Notes that are Transfer Restricted Securities and (ii) to permit resales of Exchange Notes Initial Securities held by Broker-Dealers that tendered into the Exchange Offer Initial Notes that such Broker-Dealer acquired for its own account as a result of its market-making activities or other trading activities (other than Initial Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) hereof (each, a "Participating Broker Dealer")hereof.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by permissible under applicable federal law or Commission policy (after the procedures set forth in Section 6(a)(i6(a) hereof have been complied with), or there are no Transfer Restricted Securities outstanding, each of the Company and the Guarantors shall use their respective reasonable best efforts to (i) cause the Exchange Offer Registration Statement to be filed with the Commission as promptly as practicable after the Closing Date, but in no event later than 90 within 180 days after the Closing Date (or if such 90th day180th day is not a Business Day, the "Filing Deadline"next succeeding Business Day), a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer, (ii) use its reasonable best efforts to cause such Exchange Offer Registration Statement to become effective as promptly as practicable, but in no event later than 180 270 days after the Closing Date (or if such 180th day270th day is not a Business Day, the "next succeeding Business Day) (the “Effectiveness Deadline"Target Date”), (iii) in connection with the foregoing, file (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it such Registration Statement to become effective, and (B) subject if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the proviso in Section 6(c)(xiiSecurities Act and (C) hereof, cause all necessary filings, if any, filings in connection with the registration and qualification of the Exchange Notes Securities to be made under the Blue Sky state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and, within the time periods contemplated by Section 3(b) hereof, Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Notes Securities to be offered in exchange for the Initial Notes that are Transfer Restricted Securities and (ii) to permit resales of Exchange Notes Transfer Restricted Securities held by Broker-Dealers that tendered into the Exchange Offer Initial Notes that such Broker-Dealer acquired for its own account as a result of its market-making activities or other trading activities (other than Initial Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) hereof (each, a "Participating Broker Dealer")hereof.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by permissible under applicable federal law or Commission policy (after the procedures set forth in Section 6(a)(i6(a) hereof have been complied with), each of the Company and the Guarantors shall (i)(A) use their respective its commercially reasonable best efforts to (i) cause the Exchange Offer Registration Statement to be filed with the Commission as promptly as practicable after a Registration Statement under the Closing Date, but in no event later than 90 days after Securities Act relating to the Closing Date Exchange Securities and the Exchange Offer and (such 90th day, the "Filing Deadline"), (iiB) use commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective as promptly as practicable, but in no event later than 180 days after the Closing Date (such 180th day, the "Effectiveness Deadline")effective, (iiiii) in connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it such Registration Statement to become effective, and (B) subject if applicable, file a post-effective amendment to such Registration Statement pursuant to Rule 430A under the proviso in Section 6(c)(xiiSecurities Act and (C) hereof, cause all necessary filings, if any, filings in connection with the registration and qualification of the Exchange Notes Securities to be made under the Blue Sky state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iviii) upon the effectiveness of such Exchange Offer Registration Statement, commence and, within the time periods contemplated by Section 3(b) hereof, Consummate the Exchange Offer. Each of the Company and the Guarantors shall use commercially reasonable efforts to Consummate the Exchange Offer not later than March 1, 2019 (the “Exchange Date”). The Exchange Offer Offer, if required pursuant to this Section 3(a), shall be on the appropriate form permitting (i) registration of the Exchange Notes Securities of the applicable series to be offered in exchange for the Initial Notes that are Transfer Restricted Securities of such series and (ii) to permit resales of Exchange Notes Transfer Restricted Securities of such series held by Broker-Dealers that tendered into the Exchange Offer Initial Notes that such Broker-Dealer acquired for its own account as a result of its market-making activities or other trading activities (other than Initial Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) hereof (each, a "Participating Broker Dealer")hereof.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by permissible under applicable federal law or Commission policy (after the procedures set forth in Section 6(a)(i6(a) hereof have been complied with), each of the Company and the Guarantors shall use their respective reasonable best efforts to (i) cause the Exchange Offer Registration Statement to be filed with the Commission as promptly soon as practicable after the Closing Date, but in no event later than 90 365 days after the Closing Date (or if such 90th day365th day is not a Business Day, the "Filing Deadline"next succeeding Business Day), a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer, (ii) use its reasonable best efforts to cause such Exchange Offer Registration Statement to become effective as promptly as practicableat the earliest possible time, but in no event later than 180 455 days after the Closing Date (or if such 180th day455th day is not a Business Day, the "Effectiveness Deadline"next succeeding Business Day), (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 it such Registration Statement to become effective, and (B) subject if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the proviso in Section 6(c)(xiiSecurities Act and (C) hereof, cause all necessary filings, if any, in connection with the registration and qualification of the Exchange Notes Securities to be made under the Blue Sky state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and, within the time periods contemplated by Section 3(b) hereof, Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Notes Securities to be offered in exchange for the Initial Notes that are Transfer Restricted Securities and (ii) to permit resales of Exchange Notes Initial Securities held by Broker-Dealers that tendered into the Exchange Offer Initial Notes that such Broker-Dealer acquired for its own account as a result of its market-making activities or other trading activities (other than Initial Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) hereof (each, a "Participating Broker Dealer")hereof.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by permissible under applicable federal law or Commission policy (after the procedures set forth in Section 6(a)(i6(a) hereof below have been complied with), the Company and the Guarantors shall use their respective reasonable best efforts to (i) cause the Exchange Offer Registration Statement to be filed with the Commission as promptly soon as practicable after the Closing Date, but in no event later than 90 120 days after the Closing Date (such 90th dayDate, a Registration Statement under the "Filing Deadline")Securities Act relating to the Exchange Notes and the Exchange Offer, (ii) use their reasonable best efforts to cause such Exchange Offer Registration Statement to become effective as promptly as practicableat the earliest possible time, but in no event later than 180 210 days after the Closing Date (such 180th day, the "Effectiveness Deadline")Date, (iii) in connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it such Registration Statement to become effective, and (B) subject if applicable, file a post-effective amendment to such Registration Statement pursuant to Rule 430A under the proviso in Section 6(c)(xiiSecurities Act and (C) hereof, cause all necessary filings, if any, filings in connection with the registration and qualification of the Exchange Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and, within the time periods contemplated by Section 3(b) hereof, Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Notes to be offered in exchange for the Initial Notes that are Transfer Restricted Securities and (ii) to permit resales of Exchange Notes held by Broker-Dealers that tendered into the Exchange Offer Initial Notes that such Broker-Dealer acquired for its own account as a result of its market-making activities or other trading activities (other than Initial Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) hereof (each, a "Participating Broker Dealer")below.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by permissible under applicable federal law or Commission policy (after the procedures set forth in Section 6(a)(i6(a) hereof below have been complied with), the Company and the Subsidiary Guarantors shall use their respective reasonable best efforts to (i) cause the Exchange Offer Registration Statement to be filed with the Commission as promptly soon as practicable after the Closing Date, but in no event later than 90 60 days after the Closing Date (such 90th dayDate, a Registration Statement under the "Filing Deadline")Act relating to the Series B Senior Subordinated Notes and the Exchange Offer, (ii) use their best efforts to cause such Exchange Offer Registration Statement to become effective as promptly as practicableat the earliest possible time, but in no event later than 180 150 days after the Closing Date (such 180th day, the "Effectiveness Deadline")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 it such Registration Statement to become effective, and (B) subject if applicable, a post-effective amendment to the proviso in Section 6(c)(xiisuch Registration Statement and (C) hereof, cause all necessary filings, if it any, in connection with the registration and qualification of the Exchange Series B Senior Subordinated Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, except as would subject it to service of process in suits or taxation, in each case, other than as to matters and transactions relating to the Registration Statement, Exchange Offer or Exempt Resales, in any jurisdiction where it is not now so subject and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and, within the time periods contemplated by Section 3(b) hereof, Consummate the Exchange Offer. The Exchange Offer Registration Statement shall be on the appropriate form permitting (i) registration of the Exchange Series B Senior Subordinated Notes to be offered in exchange for the Initial Notes that are Transfer Restricted Securities and (ii) to permit resales of Exchange Series B Senior Subordinated Notes held by Broker-Dealers that tendered into the Exchange Offer Initial Notes that such Broker-Dealer acquired for its own account as a result of its market-making activities or other trading activities (other than Initial Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) hereof (each, a "Participating Broker Dealer")below.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by permissible under applicable federal law or Commission policy (after the procedures set forth in Section 6(a)(i6(a) hereof have been complied with), each of the Company and the Guarantors shall use their respective reasonable best efforts to (i) cause the Exchange Offer Registration Statement to be filed with the Commission as promptly as practicable after the Closing DateDate a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer, (ii) use its reasonable best efforts to cause such Registration Statement to become effective at the earliest possible time, but in no event later than 90 270 days after the Closing Date (or if such 90th day270th day is not a Business Day, the "Filing Deadline"), (ii) cause such Exchange Offer Registration Statement to become effective as promptly as practicable, but in no event later than 180 days after the Closing Date (such 180th day, the "Effectiveness Deadline"next succeeding Business Day), (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 it such Registration Statement to become effective, and (B) subject if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the proviso in Section 6(c)(xiiSecurities Act and (C) hereof, cause all necessary filings, if any, filings in connection with the registration and qualification of the Exchange Notes Securities to be made under the Blue Sky state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and, within the time periods contemplated by Section 3(b) hereof, Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Notes Securities to be offered in exchange for the Initial Notes that are Transfer Restricted Securities and (ii) resales to permit resale of Exchange Notes Initial Securities held by Broker-Dealers that tendered into the Exchange Offer Initial Notes that such Broker-Dealer acquired for its own account as a result of its market-making activities or other trading activities (other than Initial Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) hereof (each, a "Participating Broker Dealer")hereof.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by applicable federal law or Commission policy (after the procedures set forth in Section 6(a)(i) hereof below have been complied with), the Company and the Guarantors shall use their respective reasonable best efforts to (i) cause the Exchange Offer Registration Statement to be filed with the Commission as promptly as practicable after the Closing Date, but in no event later than on or prior to 90 days after the Closing Date (such 90th day, day being the "“Filing Deadline"”), (ii) use all of their respective commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective as promptly as practicable, but in no event later than on or prior to 180 days after the Closing Date (such 180th day, day being the "“Effectiveness Deadline"”), (iii) in connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it to become effective, and (B) subject file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the proviso in Section 6(c)(xiiAct and (C) hereof, cause all necessary filings, if any, in connection with the registration and qualification of the Exchange Series B Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and, within the time periods contemplated by Section 3(b) hereof, and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Series B Notes to be offered in exchange for the Initial Series A Notes that are Transfer Restricted Securities and (ii) resales of Exchange Series B Notes by Broker-Dealers that tendered into the Exchange Offer Initial Series A Notes that such Broker-Dealer acquired for its own account as a result of its market-making activities or other trading activities (other than Initial Series A Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) hereof (each, a "Participating Broker Dealer")below.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by applicable federal law or Commission policy (after the procedures set forth in Section 6(a)(i) hereof below have been complied with), the Company and the Guarantors shall use their respective reasonable best efforts to (i) cause the Exchange Offer Registration Statement to be filed with the Commission as promptly soon as practicable after the Closing Date, but in no event later than 90 75 days after the Closing Date (such 90th day, 75th day being the "Filing Deadline"), (ii) use all commercially --------------- reasonable efforts to cause such Exchange Offer Registration Statement to become effective as promptly as practicableat the earliest possible time, but in no event later than 180 days after the Closing Date (such 180th day, day being the "Effectiveness Deadline"), ---------------------- (iii) in connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it to become effective, and (B) subject file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the proviso in Section 6(c)(xiiAct and (C) hereof, cause all necessary filings, if any, in connection with the registration and qualification of the Exchange Series B Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and, within the time periods contemplated by Section 3(b) hereof, and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Series B Notes to be offered in exchange for the Initial Series A Notes that are Transfer Restricted Securities and (ii) resales of Exchange Series B Notes by Broker-Dealers that tendered into the Exchange Offer Initial Series A Notes that such Broker-Dealer acquired for its own account as a result of its market-market making activities or other trading activities (other than Initial Series A Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) hereof (each, a "Participating Broker Dealer")below.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by applicable federal law or Commission policy (after the procedures set forth in Section 6(a)(i) hereof below have been complied with), the Company and the Guarantors shall use their respective reasonable best efforts to (i) cause the Exchange Offer Registration Statement to be filed with the Commission as promptly soon as practicable after the Closing Date, but in no event later than 90 30 days after the Closing Date (such 90th dayDate, the "Filing Deadline")Exchange Offer Registration Statement, (ii) use its reasonable best efforts to cause such Exchange Offer Registration Statement to become effective as promptly as practicableat the earliest possible time, but in no event later than 180 150 days after the Closing Date (such 180th day, the "Effectiveness Deadline")Date, (iii) in connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it such Exchange Offer Registration Statement to become effective, and (B) subject file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the proviso in Section 6(c)(xiiAct and (C) hereof, cause all necessary filings, if any, in connection with the registration and qualification of the Exchange Series B Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and, within the time periods contemplated by Section 3(b) hereof, and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Series B Notes to be offered in exchange for the Initial Series A Notes that are Transfer Restricted Securities and (ii) resales to permit sales of Exchange Notes Broker-Dealer Transfer Restricted Securities by Restricted Broker-Dealers that tendered into the Exchange Offer Initial Notes that such Broker-Dealer acquired for its own account as a result of its market-making activities or other trading activities (other than Initial Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) hereof (each, a "Participating Broker Dealer")below.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by applicable federal law or Commission policy (after the procedures set forth in Section 6(a)(i) hereof below have been complied with), the Company and the Guarantors shall use their respective reasonable best efforts to (i) cause the Exchange Offer Registration Statement to be filed with the Commission as promptly soon as practicable after the Closing Date, but in no event later than 90 45 days after the Closing Date (such 90th dayDate, the "Filing Deadline")Exchange Offer Registration Statement, (ii) use its best efforts to cause such Exchange Offer Registration Statement to become effective as promptly as practicableat the earliest possible time, but in no event later than 180 120 days after the Closing Date (such 180th day, the "Effectiveness Deadline")Date, (iii) in connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it such Exchange Offer Registration Statement to become effective, and (B) subject file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the proviso in Section 6(c)(xiiAct and (C) hereof, cause all necessary filings, if any, in connection with the registration and qualification of the Exchange Series B Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and, within the time periods contemplated by Section 3(b) hereof, and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Series B Notes to be offered in exchange for the Initial Series A Notes that are Transfer Restricted Securities and (ii) resales to permit sales of Exchange Notes Broker-Dealer Transfer Restricted Securities by Restricted Broker-Dealers that tendered into the Exchange Offer Initial Notes that such Broker-Dealer acquired for its own account as a result of its market-making activities or other trading activities (other than Initial Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) hereof (each, a "Participating Broker Dealer")below.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by permissible under applicable federal law or Commission policy (after the procedures set forth in Section 6(a)(i6(a) hereof below have been complied with), the Company and the Guarantors shall use their respective reasonable best efforts to (i) cause the Exchange Offer Registration Statement to be filed with the Commission as promptly soon as practicable after the Closing Date, but in no event later than 90 45 days after the Closing Date (such 90th dayDate, a Registration Statement under the "Filing Deadline")Act relating to the Exchange Notes and the Exchange Offer, (ii) use their best efforts to cause such Exchange Offer Registration Statement to become effective as promptly as practicableat the earliest possible time, but in no event later than 180 105 days after the Closing Date date on which such Registration Statement is filed with the Commission (which 105-day period shall be extended for a number of days equal to the number of Business Days (as defined in the Indenture), if any, that the Commission is officially closed during such 180th day, the "Effectiveness Deadline"period), (iii) in connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it such Registration Statement to become effective, and (B) subject file, if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the proviso in Section 6(c)(xiiAct and (C) hereof, cause all necessary filings, if any, filings in connection with the registration and qualification of the Exchange Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and, within the time periods contemplated by Section 3(b) hereof, Consummate the Exchange Offer. The Exchange Offer Registration Statement shall be on the appropriate form permitting (i) registration of the Exchange Notes to be offered in exchange for the Initial Notes that are Transfer Restricted Securities and (ii) to permit resales of Exchange Notes held by Broker-Dealers that tendered into the Exchange Offer Initial Notes that such Broker-Dealer acquired for its own account as a result of its market-making activities or other trading activities (other than Initial Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) hereof (each, a "Participating Broker Dealer")below.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by applicable federal law or Commission policy (after the procedures set forth in Section 6(a)(i) hereof below have been complied with), the Company and the Guarantors shall use their respective reasonable best efforts to (i) cause the Exchange Offer Registration Statement to be filed with the Commission as promptly soon as practicable after the Closing Date, but in no event later than 90 days after the Closing Date (such 90th day, day being the "Filing DeadlineFILING DEADLINE"), (ii) cause such Exchange Offer Registration Statement to become effective as promptly as practicableat the earliest possible time, but in no event later than 180 days after the Closing Date (such 180th day, day being the "Effectiveness DeadlineEFFECTIVENESS DEADLINE"), (iii) in connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Act and (BC) subject to the proviso in Section section 6(c)(xii) hereof, cause all necessary filings, if any, in connection with the registration and qualification of the Exchange Series B Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and, within the time periods contemplated by Section 3(b) hereof, and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Series B Notes to be offered in exchange for the Initial Series A Notes that are Transfer Restricted Securities and (ii) resales of Exchange Series B Notes by Broker-Dealers that tendered into the Exchange Offer Initial Series A Notes that such Broker-Dealer acquired for its own account as a result of its market-making activities or other trading activities (other than Initial Series A Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) hereof (each, a "Participating Broker Dealer")below.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by applicable federal law or Commission policy (after the procedures set forth in Section 6(a)(i6(a)(iii)(A) hereof have been complied with), the Company and the Guarantors shall use their respective reasonable best efforts to (i) cause the Exchange Offer Registration Statement to be filed with the Commission as promptly soon as practicable after the Closing Date, but in no event later than 90 45 days after the Closing Date (such 90th day, 45th day being the "Filing Deadline"), (ii) use their reasonable best efforts to cause such Exchange Offer Registration Statement to become effective as promptly as practicableat the earliest possible time, but in no event later than 180 120 days after the Closing Date (such 180th day, 120th day being the "Effectiveness Deadline"), (iii) in connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it to become effective, and (B) subject file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the proviso in Section 6(c)(xiiAct and (C) hereof, cause all necessary filings, if any, in connection with the registration and qualification of the Exchange Series B Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, use their reasonable best efforts to commence and, within the time periods contemplated by Section 3(b) hereof, and Consummate the Exchange Offer. Offer as soon as practicable after the Registration Statement has become effective but in no event later than 150 days after the Closing Date (such 150th day before the "Consummation Deadline.") The Exchange Offer shall be on the appropriate form permitting (ix) registration of the Exchange Series B Notes to be offered in exchange for the Initial Series A Notes that are Transfer Restricted Securities and (iiy) resales of Exchange Series B Notes by Broker-Dealers that tendered into the Exchange Offer Initial Series A Notes that such Broker-Dealer acquired for its own account as a result of its market-making activities or other trading activities (other than Initial Series A Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) hereof (each, a "Participating Broker Dealer")hereof.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by permissible under applicable federal law or Commission policy (after the procedures set forth in Section 6(a)(i6(a) hereof below have been complied with), the Company and the Guarantors shall use their respective reasonable best efforts to (i) cause the Exchange Offer Registration Statement to be filed with the Commission as promptly as practicable after the Closing Date, but in no event later than 90 180 days after the Closing Date Date, a Registration Statement under the Act relating to the Series B Notes (such 90th day, including the "Filing Deadline")Subsidiary Guarantees) and the Exchange Offer, (ii) use all commercially reasonable efforts to cause such Exchange Offer Registration Statement to become be declared effective by the Commission as promptly as practicable, but in no event later than 180 270 days after the Closing Date (such 180th daywhich 270-day period shall be extended for a number of days equal to the number of business days, if any, the "Effectiveness Deadline"Commission is officially closed during such period), (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 it such Registration Statement to become effective, and (B) subject if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the proviso in Section 6(c)(xiiAct and (C) hereof, cause all necessary filings, if any, filings in connection with the registration and qualification of the Exchange Series B Notes (including the Subsidiary Guarantees) to be made made, under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, Offer and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and, within the time periods contemplated by Section 3(b) hereof, Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Series B Notes (including the Subsidiary Guarantees) to be offered in exchange for the Initial Notes that are Transfer Restricted Securities and (ii) to permit resales of Exchange Notes held by Broker-Dealers that tendered into the Exchange Offer Initial Notes that such Broker-Dealer acquired for its own account as a result of its market-making activities or other trading activities (other than Initial Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) hereof (each, a "Participating Broker Dealer")below.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by applicable federal law or Commission policy (after the procedures set forth in Section 6(a)(i) hereof below have been complied with), the Company and the Guarantors shall use their respective reasonable best efforts to (i) cause the Exchange Offer Registration Statement to be filed with the Commission as promptly soon as practicable after the Closing Date, but in no event later than 90 45 days after the Closing Date (such 90th day, 45th day being the "Filing Deadline"), (ii) use its commercially --------------- reasonable efforts to cause such Exchange Offer Registration Statement to become effective as promptly as practicableat the earliest practicable time, but in no event later than 180 150 days after the Closing Date (such 180th day, 150th day being the "Effectiveness Deadline"), ---------------------- (iii) in connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it to become effective, and (B) subject file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the proviso in Section 6(c)(xiiAct and (C) hereof, cause all necessary filings, if any, in connection with the registration and qualification of the Exchange Series B Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration StatementStatement and the making of such Blue Sky law filings, commence and, within the time periods contemplated by Section 3(b) hereof, and Consummate the Exchange Offer. The Exchange Offer Registration Statement shall be on the appropriate form permitting (i) registration of the Exchange Series B Notes to be offered in exchange for the Initial Series A Notes that are Transfer Restricted Securities and (ii) resales of Exchange Series B Notes by Broker-Dealers that tendered into the Exchange Offer Initial Series A Notes that such Broker-Dealer acquired for its own account as a result of its market-market making activities or other trading activities (other than Initial Series A Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) hereof (each, a "Participating Broker Dealer")below.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by permissible under applicable federal law or Commission policy (after the procedures set forth in Section 6(a)(i) hereof below have been complied with), the Company and the Guarantors shall use their respective reasonable best efforts to (i) cause the Exchange Offer Registration Statement to be filed with the Commission as promptly soon as practicable after the Closing Date, but in no event later than 90 45 days after the Closing Date (such 90th dayDate, a Registration Statement under the "Filing Deadline")Securities Act relating to the Exchange Notes and the Exchange Offer, (ii) use their best efforts to cause such Exchange Offer Registration Statement to become effective as promptly as practicableat the earliest possible time, but in no event later than 180 135 days after the Closing Date (such 180th day, the "Effectiveness Deadline")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 it such Registration Statement to become effective, and (B) subject if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the proviso in Section 6(c)(xiiSecurities Act and (C) hereof, cause all necessary filings, if any, filings in connection with the registration and qualification of the Exchange Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer; provided, however, that neither the Company nor the Guarantors shall be required to register or qualify as a foreign corporation where it is not now so qualified or to take any action that would subject it to service of process in suits or taxation, other than as to matters and transactions relating to the Registration Statement, in any jurisdiction where it is not now so subject, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and, within the time periods contemplated by Section 3(b) hereof, Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Notes to be offered in exchange for the Initial Notes that are Transfer Restricted Securities and (ii) to permit resales of Exchange Notes held by Broker-Dealers that tendered into the Exchange Offer Initial Notes that such Broker-Dealer acquired for its own account as a result of its market-making activities or other trading activities (other than Initial Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) hereof (each, a "Participating Broker Dealer")below.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by applicable federal law or Commission policy (after the procedures set forth in Section 6(a)(i) hereof have been complied with), the Company and the Guarantors shall use their respective reasonable best efforts to (i) cause the Exchange Offer Registration Statement to be filed with the Commission as promptly soon as practicable after the Closing Date, but in no event later than 90 days after the Closing Date (such 90th day, day being the "“Exchange Filing Deadline"”), (ii) use all commercially reasonable efforts to cause such Exchange Offer Registration Statement to become be declared effective as promptly as practicable, but in no event later than by the Commission on or prior to 180 days after the Closing Date (such 180th day, 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 it to become effective, and (B) subject file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the proviso in Section 6(c)(xiiAct and (C) hereof, cause all necessary filings, if any, in connection with the registration and qualification of the Exchange Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and, within the time periods contemplated by period set forth in Section 3(b) hereof, Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Notes to be offered in exchange for the Initial Notes that are Transfer Restricted Securities and (ii) resales of Exchange Notes by Broker-Dealers that tendered into the Exchange Offer Initial Notes that such Broker-Dealer acquired for its own account as a result of its market-market making activities or other trading activities (other than Initial Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) hereof (each, a "Participating Broker Dealer")hereof.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by permissible under applicable federal law or Commission policy (after the procedures set forth in Section 6(a)(i6(a) hereof below have been complied with), the Company and the Guarantors Partnership shall use their respective reasonable best efforts to (i) cause the Exchange Offer Registration Statement to be filed with the Commission as promptly soon as practicable after the Closing Date, but in no event later than 90 120 days after the Closing Date (such 90th dayDate, the "Filing Deadline")Exchange Offer Registration Statement under the Securities Act relating to the New Senior Notes and the Exchange Offer, (ii) use its reasonable best efforts to cause such Exchange Offer Registration Statement to become effective as promptly as practicableat the earliest possible time, but in no event later than 180 days after the Closing Date (such 180th day, the "Effectiveness Deadline")Date, (iii) in connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it such Exchange Offer Registration Statement to become effective, and (B) subject if applicable, file a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the proviso in Section 6(c)(xiiSecurities Act and (C) hereof, cause all necessary filings, if any, in connection with the registration and qualification of the Exchange New Senior Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, Offer and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and, within the time periods contemplated by Section 3(b) hereof, and Consummate the Exchange Offer. The Exchange Offer Registration Statement shall be on the appropriate form permitting (i) registration of the Exchange New Senior Notes to be offered in exchange for the Initial Notes that are Transfer Restricted Securities and (ii) resales to permit sales of Exchange Notes Broker- Dealer Transfer Restricted Securities by Broker-Dealers that tendered into the Exchange Offer Initial Notes that such Broker-Dealer acquired for its own account as a result of its market-making activities or other trading activities (other than Initial Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) hereof (each, a "Participating Broker Dealer")below.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by permissible under applicable federal law or Commission policy (after the procedures set forth in Section 6(a)(i6(a) hereof have been complied with), each of the Company and the Guarantors shall use their respective reasonable best efforts to (i) cause the Exchange Offer Registration Statement to be filed with the Commission as promptly as practicable after the Closing Date, but in no event later than 90 days after the Closing Date (such 90th day, a Registration Statement under the "Filing Deadline")Securities Act relating to the Exchange Securities and the Exchange Offer, (ii) use its reasonable best efforts to cause such Exchange Offer Registration Statement to become effective as promptly as practicableat the earliest possible time, but in no event later than 180 days after the Closing Date (or if such 180th dayday is not a Business Day, the "Effectiveness Deadline"next succeeding Business Day), (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 it such Registration Statement to become effective, and (B) subject if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the proviso in Section 6(c)(xiiSecurities Act and (C) hereof, cause all necessary filings, if any, filings in connection with the registration and qualification of the Exchange Notes Securities to be made under the Blue Sky state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and, within the time periods contemplated by Section 3(b) hereof, Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Notes Securities to be offered in exchange for the Initial Notes that are Transfer Restricted Securities and (ii) to permit resales of Exchange Notes Initial Securities held by Broker-Dealers that tendered into the Exchange Offer Initial Notes that such Broker-Dealer acquired for its own account as a result of its market-making activities or other trading activities (other than Initial Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) hereof (each, a "Participating Broker Dealer")hereof.

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

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by applicable federal law or policy of the Commission policy (after the procedures set forth in Section 6(a)(i) hereof below have been complied with), the Company and the Guarantors shall use their respective reasonable best efforts to (i) cause the Exchange Offer Registration Statement to be filed with the Commission as promptly soon as practicable after the Closing Date, but in no event later than 90 days after the Closing Date (such 90th day, day being the "Filing Deadline"), (ii) use their commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective as promptly as practicableat the earliest possible time, but in no event later than 180 days after the Closing Date (such 180th day, day being the "Effectiveness Deadline"), (iii) in connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it to become effective, and (B) subject file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the proviso in Section 6(c)(xiiAct and (C) hereof, cause all necessary filings, if any, in connection with the registration and qualification of the Exchange Series B Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, use their commercially reasonable efforts to commence and, within the time periods contemplated by Section 3(b) hereof, and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Series B Notes to be offered in exchange for the Initial Series A Notes that are Transfer Restricted Securities and (ii) to permit resales of Exchange Series B Notes by any Broker-Dealers Dealer that tendered into the Exchange Offer Initial for Series A Notes that such Broker-Dealer acquired for its own account as a result of its market-market making activities or other trading activities (other than Initial Series A Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) hereof (each, a "Participating Broker Dealer")below.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by permissible under applicable federal law or Commission policy (after the procedures set forth in Section 6(a)(i6(a) hereof have been complied with), each of the Company and the Guarantors shall use their respective reasonable best efforts to (i) cause the Exchange Offer Registration Statement to be filed with the Commission as promptly soon as practicable after the Original Closing Date, but in no event later than 90 days after the Closing Date (such 90th day, the "Filing Deadline"), (ii) cause such Exchange Offer Registration Statement to become effective as promptly as practicable, but in no event later than 180 days after the Original Closing Date (or if such 180th dayday is not a Business Day, the "Effectiveness Deadline"next succeeding Business Day), a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer, (ii) use its reasonable best efforts to cause such Registration Statement to become effective at the earliest possible time, but in no event later than 270 days after the Original Closing Date (or if such 270th day is not a Business Day, the next succeeding Business Day), (iii) in connection with the foregoing, file (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it such Registration Statement to become effective, and (B) subject if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the proviso in Section 6(c)(xiiSecurities Act and (C) hereof, cause all necessary filings, if any, filings in connection with the registration and qualification of the Exchange Notes Securities to be made under the Blue Sky state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and, within the time periods contemplated by Section 3(b) hereof, Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Notes Securities to be offered in exchange for the Initial Notes that are Transfer Restricted Securities and (ii) to permit resales of Exchange Notes Initial Securities held by Broker-Dealers that tendered into the Exchange Offer Initial Notes that such Broker-Dealer acquired for its own account as a result of its market-making activities or other trading activities (other than Initial Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) hereof (each, a "Participating Broker Dealer")hereof.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by permissible under applicable federal law or Commission policy (after the procedures set forth in Section 6(a)(i6(a) hereof below have been complied with), the Company and the Guarantors shall use their respective reasonable best efforts to (i) cause the Exchange Offer Registration Statement to be filed with the Commission as promptly soon as practicable after the Closing Date, but in no event later than 90 45 days after the Closing Date (such 90th dayDate, a Registration Statement under the "Filing Deadline")Act relating to the Exchange Notes and the Exchange Offer, (ii) use their best efforts to cause such Exchange Offer Registration Statement to become effective as promptly as practicableat the earliest possible time, but in no event later than 180 105 days after the Closing Date date on which such Registration Statement is filed with the Commission (which 105-day period shall be extended for a number of days equal to the number of Business Days (as defined in the Indenture), if any, that the Commission is officially closed during such 180th day, the "Effectiveness Deadline"period), (iii) in connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it such Registration Statement to become effective, and (B) subject file, if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the proviso in Section 6(c)(xiiAct and (C) hereof, cause all necessary filings, if any, filings in connection with the registration and qualification of the Exchange Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and, within the time periods contemplated by Section 3(b) hereof, Consummate the Exchange Offer. The Exchange Offer Registration Statement shall be on the appropriate form permitting (i) registration of the Exchange Notes to be offered in exchange for the Initial Notes that are Transfer Restricted Securities and (ii) to permit resales of Exchange Notes held by Broker-Broker- Dealers that tendered into the Exchange Offer Initial Notes that such Broker-Dealer acquired for its own account as a result of its market-making activities or other trading activities (other than Initial Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) hereof (each, a "Participating Broker Dealer")below.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by applicable federal law or Commission policy (after the procedures set forth in Section 6(a)(i) hereof below have been complied with), the Company Issuers and the Subsidiary Guarantors shall use their respective reasonable best efforts to (i) cause the Exchange Offer Registration Statement to be filed with the Commission as promptly soon as practicable after the Closing Date, but in no event later than 90 60 days after the Closing Date (such 90th day, 60th day being the "Filing DeadlineFILING DEADLINE"), (ii) use its best efforts to cause such Exchange Offer Registration Statement to become effective as promptly as practicableat the earliest possible time, but in no event later than 180 150 days after the Closing Date (such 180th day, 150th day being the "Effectiveness DeadlineEFFECTIVENESS DEADLINE"), (iii) in connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it to become effective, and (B) subject file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the proviso in Section 6(c)(xiiAct and (C) hereof, cause all necessary filings, if any, in connection with the registration and qualification of the Exchange Series B Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and, within the time periods contemplated by Section 3(b) hereof, and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Series B Notes to be offered in exchange for the Initial Series A Notes that are Transfer Restricted Securities and (ii) resales of Exchange Series B Notes by Broker-Dealers that tendered into the Exchange Offer Initial Series A Notes that such Broker-Dealer acquired for its own account as a result of its market-market making activities or other trading activities (other than Initial Series A Notes acquired directly from the Company Issuers or any of its their Affiliates) as contemplated by Section 3(c) hereof (each, a "Participating Broker Dealer")below.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by under applicable federal law or Commission policy (after the procedures set forth in Section 6(a)(i6(a) hereof below have been complied with), the Company Issuers and the Guarantors shall use their respective reasonable best efforts to (i) use all commercially reasonable efforts to cause the Exchange Offer Registration Statement to be filed with the Commission as promptly soon as practicable after the Closing Date, but in no event later than 90 days after the Closing Date (such 90th day, day being the "“Filing Deadline"”), (ii) use all commercially reasonable efforts to cause such Exchange Offer Registration Statement to become be declared effective as promptly as practicableat the earliest possible time, but in no event later than 180 days after the Closing Date (such 180th day, day being the "“Effectiveness Deadline"”), (iii) in connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it such Exchange Offer Registration Statement to become effective, and (B) subject file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the proviso in Section 6(c)(xiiAct and (C) hereof, cause all necessary filings, if any, in connection with the registration and qualification of the Exchange Series B Notes and the related Subsidiary Guarantees to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and, within the time periods contemplated by Section 3(b) hereof, and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Series B Notes and the related Subsidiary Guarantees to be offered in exchange for the Initial Series A Notes that are Transfer Restricted Securities and (ii) permitting resales of Exchange Series B Notes held by Broker-Dealers that tendered into the Exchange Offer Initial Series A Notes that such Broker-Dealer such Broker-Dealer acquired for its own account as a result of its market-market making activities or other trading activities (other than Initial Series A Notes acquired directly from the Company Issuers or any of its their Affiliates) as contemplated by Section 3(c) hereof (each, a "Participating Broker Dealer")below.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by applicable federal law or Commission policy (after the procedures set forth in Section 6(a)(i) hereof below have been complied with), the Company and the Guarantors shall use their respective reasonable best efforts to (i) cause the Exchange Offer Registration Statement to be filed with the Commission as promptly soon as practicable after the Closing Date, but in no event later than 90 days after the Closing Date (such 90th day, day being the "Filing Deadline"), (ii) use --------------- commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective as promptly as practicableat the earliest possible time, but in no event later than 180 days after the Closing Date (such 180th day, day being the "Effectiveness Deadline"), (iii) in connection with the foregoing, (A) file all ---------------------- pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it to become effective, and (B) subject file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the proviso in Section 6(c)(xiiAct and (C) hereof, cause all necessary filings, if any, in connection with the registration and qualification of the Exchange Series B Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and, within the time periods contemplated by Section 3(b) hereof, and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Series B Notes to be offered in exchange for the Initial Series A Notes that are Transfer Restricted Securities and (ii) resales of Exchange Series B Notes by Broker-Dealers that tendered into the Exchange Offer Initial Series A Notes that such Broker-Dealer acquired for its own account as a result of its market-making activities or other trading activities (other than Initial Series A Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) hereof (each, a "Participating Broker Dealer")below.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by applicable federal law or Commission policy (after the procedures set forth in Section 6(a)(i) hereof below have been complied with), the Company and the Guarantors shall use their respective reasonable best efforts to (i) cause the Exchange Offer Registration Statement to be filed with the Commission as promptly soon as practicable after the Closing Date, but in no event later than 90 days after the Closing Date (such 90th dayDate, the "Filing Deadline")Exchange Offer Registration Statement, (ii) use its reasonable best efforts to cause such Exchange Offer Registration Statement to become effective as promptly as practicableat the earliest possible time, but in no event later than 180 150 days after the Closing Date (such 180th day, the "Effectiveness Deadline")Date, (iii) in connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it such Exchange Offer Registration Statement to become effective, and (B) subject file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the proviso in Section 6(c)(xiiAct and (C) hereof, cause all necessary filings, if any, in connection with the registration and qualification of the Exchange Series B Notes to be made under the Blue Sky laws of such jurisdictions as are reasonably requested by the Holders and necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and, within the time periods contemplated by Section 3(b) hereof, and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Series B Notes to be offered in exchange for the Initial Series A Notes that are Transfer Restricted Securities and (ii) resales to permit sales of Exchange Notes Broker-Dealer Transfer Restricted Securities by Broker-Dealers that tendered into the Exchange Offer Initial Notes that such Broker-Dealer acquired for its own account as a result of its market-making activities or other trading activities (other than Initial Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) hereof (each, a "Participating Broker Dealer")below.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by permissible under applicable federal law or Commission policy (after the procedures set forth in Section 6(a)(i6(a) hereof have been complied with), each of the Company Issuer and the Guarantors shall use their respective reasonable best efforts to (i) cause the Exchange Offer Registration Statement to be filed with the Commission as promptly as practicable after by the Closing Date, but in date that is no event later than 90 days after the Closing Date (such 90th day, the "Filing Deadline"), (ii) cause such Exchange Offer Registration Statement to become effective as promptly as practicable, but in no event later than 180 days after the Closing Date (or if such 180th dayday is not a Business Day, the "Effectiveness Deadline"next succeeding Business Day), a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer, (ii) use its reasonable best efforts to cause such Registration Statement to become effective at the earliest possible time, (iii) in connection with the foregoing, file (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it such Registration Statement to become effective, and (B) subject if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the proviso in Section 6(c)(xiiSecurities Act and (C) hereof, cause all necessary filings, if any, filings in connection with the registration and qualification of the Exchange Notes Securities to be made under the Blue Sky state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and, within the time periods contemplated by Section 3(b) hereof, Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Notes Securities to be offered in exchange for the Initial Notes that are Transfer Restricted Securities and (ii) to permit resales of Exchange Notes Initial Securities held by Broker-Dealers that tendered into the Exchange Offer Initial Notes that such Broker-Dealer acquired for its own account as a result of its market-making activities or other trading activities (other than Initial Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) hereof (each, a "Participating Broker Dealer")hereof.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by applicable federal law or Commission policy (after the procedures set forth in Section 6(a)(i) hereof below have been complied with), the Company and the Guarantors shall use their respective reasonable best efforts to (i) cause the Exchange Offer Registration Statement to be filed with the Commission as promptly soon as practicable after the Closing Datedate of the filing (the "FILING DATE") of the Company's Annual Report on Form 10-K for the year ending May 31, 1998, but in no event later than 90 30 days after the Closing Filing Date (such 90th day, 30th day being the "Filing DeadlineFILING DEADLINE"), (ii) use its commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective as promptly as practicableat the earliest possible time, but in no -3- event later than 180 90 days after the Closing Filing Date (such 180th day, 90th day being the "Effectiveness DeadlineEFFECTIVENESS DEADLINE"), (iii) in connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it to become effective, effective and (B) subject to the proviso in Section 6(c)(xii) hereof, cause all necessary filings, if any, in connection with the registration and qualification of the Exchange Series B Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, use its commercially reasonable efforts to commence and, within the time periods contemplated by Section 3(b) hereof, and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Series B Notes to be offered in exchange for the Initial Series A Notes that are Transfer Restricted Securities and (ii) resales of Exchange Series B Notes by Broker-Dealers that tendered into the Exchange Offer Initial Series A Notes that such Broker-Dealer acquired for its own account as a result of its market-market making activities or other trading activities (other than Initial Series A Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) hereof (each, a "Participating Broker Dealer")below.

Registered Exchange Offer. (a) A. Unless the Exchange Offer shall not be permitted by applicable federal law or policy of the Commission policy (after the procedures set forth in Section 6(a)(i) hereof below have been complied with), the Company and the Guarantors shall use their respective reasonable best efforts to (i) cause the Exchange Offer Registration Statement to be filed with the Commission as promptly soon as practicable after the Closing Date, but in no event later than 90 days after the Closing Date (such 90th day, day being the "Filing DeadlineFILING DEADLINE"), (ii) use its best efforts to cause such Exchange Offer Registration Statement to become effective as promptly as practicableat the earliest possible time, but in no event later than 180 days after the Closing Date (such 180th day, day being the "Effectiveness DeadlineEFFECTIVENESS DEADLINE"), (iii) in connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it to become effective, and (B) subject file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the proviso in Section 6(c)(xiiAct and (C) hereof, cause all necessary filings, if any, in connection with the registration and qualification of the Exchange Series B Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, use its best efforts to commence and, within the time periods contemplated by Section 3(b) hereof, and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Series B Notes to be offered in exchange for the Initial Series A Notes that are Transfer Restricted Securities and (ii) resales of Exchange Series B 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 its market-making activities or other trading activities (other than Initial Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) hereof (each, a "Participating Broker Dealer").the

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by applicable federal law or Commission policy (after the procedures set forth in Section 6(a)(i) hereof below have been complied with), the Company and the Guarantors shall use their respective reasonable best efforts to (i) cause the Exchange Offer Registration Statement to be filed with the Commission as promptly soon as practicable after the Closing Date, but in no event later than 90 days after the Closing Date (such 90th day, day being the "Filing Deadline"), (ii) use its best --------------- efforts to cause such Exchange Offer Registration Statement to become effective as promptly as practicableat the earliest possible time, but in no event later than 180 days after the Closing Date (such 180th day, day being the "Effectiveness Deadline"), (iii) in ---------------------- connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it to become effective, and (B) subject file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the proviso in Section 6(c)(xiiAct and (C) hereof, cause all necessary filings, if any, in connection with the registration and qualification of the Exchange Series B Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and, within the time periods contemplated by Section 3(b) hereof, and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Series B Notes to be offered in exchange for the Initial Series A Notes that are Transfer Restricted Securities and (ii) resales of Exchange Series B Notes by Broker-Dealers that tendered into the Exchange Offer Initial Series A Notes that such Broker-Dealer acquired for its own account as a result of its market-market making activities or other trading activities (other than Initial Series A Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) hereof (each, a "Participating Broker Dealer")below.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by permissible under applicable federal law or Commission policy (after the procedures set forth in Section 6(a)(i) hereof below have been complied with), the Company and the Guarantors shall (i) use their respective its reasonable best efforts to (i) cause the Exchange Offer Registration Statement to be filed with the Commission as promptly soon as practicable after the Closing Date, but in no event later than 90 days after the Closing Date (such 90th dayDate, a Registration Statement under the "Filing Deadline")Securities Act relating to the Exchange Notes and the Exchange Offer, (ii) use its reasonable best efforts to cause such Exchange Offer Registration Statement to become effective as promptly as practicableat the earliest possible time, but in no event later than 180 150 days after the Closing Date (such 180th day, the "Effectiveness Deadline")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 it such Registration Statement to become effective, and (B) subject if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the proviso in Section 6(c)(xiiSecurities Act and (C) hereof, cause all necessary filings, if any, filings in connection with the registration and qualification of the Exchange Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and, within the time periods contemplated by Section 3(b) hereof, Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Notes to be offered in exchange for the Initial Notes that are Transfer Restricted Securities and (ii) to permit resales of Exchange Notes held by Participating Broker-Dealers that tendered into the Exchange Offer Initial Notes that such Broker-Dealer acquired for its own account as a result of its market-making activities or other trading activities (other than Initial Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) hereof (each, a "Participating Broker Dealer")below.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by applicable federal law or Commission policy (after the procedures set forth in Section 6(a)(i) hereof below have been complied with), the Company and the Guarantors shall use their respective reasonable best efforts to (i) cause the Exchange Offer Registration Statement to be filed with the Commission as promptly as practicable after the Closing Date, but in no event later than 90 days after the Closing Date (such 90th day, day being the "“Filing Deadline"”), (ii) use all commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective as promptly as practicable, but in no event later than 180 days after the Closing Date (such 180th day, day being the "“Effectiveness Deadline"”), (iii) in connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it to become effective, and (B) subject file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the proviso in Section 6(c)(xiiAct and (C) hereof, cause all necessary filings, if any, in connection with the registration and qualification of the Exchange Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and, within the time periods contemplated by Section 3(b) hereof, and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Notes to be offered in exchange for the Initial Notes that are Transfer Restricted Securities and (ii) resales of Exchange Notes by Broker-Dealers that tendered into the Exchange Offer Initial Notes that such Broker-Dealer acquired for its own account as a result of its market-making activities or other trading activities (other than Initial Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) hereof (each, a "Participating Broker Dealer")below.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by applicable federal law or Commission policy (after the procedures set forth in Section 6(a)(i) hereof below have been complied with), the Company and the Guarantors shall use their respective reasonable best efforts to (i) cause the Exchange Offer Registration Statement to be filed with the Commission as promptly as practicable after the Closing Date, but in no event later than 90 on or prior to 60 days after the Closing Date (such 90th day, 60th day being the "Filing Deadline"), (ii) use commercially reasonable efforts to cause such Exchange Offer Registration Statement to become be declared effective as promptly as practicable, but in no event later than 180 by the Commission on or prior to 150 days after the Closing Date (such 180th day, 150th day being the "Effectiveness Deadline"), (iii) in connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it to become effective, and (B) subject file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the proviso in Section 6(c)(xiiAct and (C) hereof, use commercially reasonable efforts to cause all necessary filings, if any, in connection with the registration and qualification of the Exchange Series B Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and, within the time periods contemplated by Section 3(b) hereof, and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Series B Notes to be offered in exchange for the Initial Series A Notes that are Transfer Restricted Securities and (ii) resales of Exchange Series B Notes by Broker-Dealers that tendered into the Exchange Offer Initial Series A Notes that such Broker-Dealer acquired for its own account as a result of its market-market making activities or other trading activities (other than Initial Series A Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) hereof (each, a "Participating Broker Dealer")below.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by applicable federal law or Commission policy (after the procedures set forth in Section 6(a)(i) hereof below have been complied with), the Company and the Guarantors shall use their respective reasonable best efforts to (i) cause the Exchange Offer Registration Statement to be filed with the Commission as promptly soon as practicable after the Closing Date (the "Exchange Offer Filing Date"), but in no event later than 90 45 days after the Closing Date (such 90th day, 45th day being the "Filing Deadline"), (ii) use its best efforts to cause such Exchange Offer Registration Statement to become effective as promptly as practicableat the earliest possible time, but in no event later than 180 135 days after the Closing Date (such 180th day, 135th day being the "Effectiveness Deadline"), (iii) in connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it to become effective, and (B) subject file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the proviso in Section 6(c)(xiiAct and (C) hereof, cause all necessary filings, if any, in connection with the registration and qualification of the Exchange Series B Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and, within the time periods contemplated by Section 3(b) hereof, and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Series B Notes to be offered in exchange for the Initial Series A Notes that are Transfer Restricted Securities and (ii) to permit resales of Exchange Series B Notes by Broker-Dealers that tendered into the Exchange Offer Initial for Series A Notes that such Broker-Dealer acquired for its own account as a result of its market-market making activities or other trading activities (other than Initial Series A Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) hereof (each, a "Participating Broker Dealer")below.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by applicable federal law or Commission policy (after the procedures set forth in Section 6(a)(i) hereof have been complied with), the Company and the Guarantors shall use their respective reasonable best efforts to (i) cause the Exchange Offer Registration Statement to be filed with the Commission as promptly soon as practicable after the Closing Date, but in no event later than 90 days after the Closing Date (such 90th day, the "Filing DeadlineFILING DEADLINE"), (ii) cause such Exchange Offer Registration Statement to become effective as promptly as practicableat the earliest possible time, but in no event later than 180 days after the Closing Date (such 180th day, the "Effectiveness DeadlineEFFECTIVENESS DEADLINE"), (iii) in connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it to become effective, and (B) subject to the proviso in Section 6(c)(xii) hereof, cause all necessary filings, if any, in connection with the registration and qualification of the Exchange Series B Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and, within the time periods contemplated by Section 3(b) hereof, Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Series B Notes to be offered in exchange for the Initial Series A Notes that are Transfer Restricted Securities and (ii) resales of Exchange Series B Notes by Broker-Dealers that tendered into the Exchange Offer Initial Series A Notes that such Broker-Dealer acquired for its own account as a result of its market-making activities or other trading activities (other than Initial Series A Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) hereof (each, a "Participating Broker Dealer")hereof.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by applicable federal law or Commission policy (after the procedures set forth in Section 6(a)(i6(a)(iii)(A) hereof have been complied with), the Company and the Guarantors shall use their respective reasonable best efforts to (i) cause the Exchange Offer Registration Statement to be filed with the Commission as promptly soon as practicable after the Closing Date, but in no event later than 90 45 days after the Closing Date (such 90th day, 45th day being the "Filing Deadline"), (ii) use their respective best efforts to cause such Exchange Offer Registration Statement to become effective as promptly as practicableat the earliest possible time, but in no event later than 180 120 days after the Closing Date (such 180th day, 120th day being the "Effectiveness Deadline"), (iii) in connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it to become effective, and (B) subject file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the proviso in Section 6(c)(xiiAct and (C) hereof, cause all necessary filings, if any, in connection with the registration and qualification of the Exchange Series B Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and, within the time periods contemplated by Section 3(b) hereof, and Consummate the Exchange OfferOffer as soon as practicable after the Registration Statement has become effective, but in no event later than 150 days after the Closing Date (such 150th day being the "Consummation Deadline"). The Exchange Offer shall be on the appropriate form permitting (ix) registration of the Exchange Series B Notes to be offered in exchange for the Initial Series A Notes that are Transfer Restricted Securities and (iiy) resales of Exchange Series B Notes by Broker-Dealers that tendered into the Exchange Offer Initial Series A Notes that such Broker-Dealer acquired for its own account as a result of its market-making activities or other trading activities (other than Initial Series A Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) hereof (each, a "Participating Broker Dealer")hereof.

Registered Exchange Offer. (a) Unless The Company shall (i) cause to be filed with the Commission as soon as practicable after the Settlement Date, but in no event later than 60 days after the Settlement Date, a Registration Statement under the Act relating to the Series B 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 120 days after the Settlement Date, (iii) in connection with the foregoing, file (A) all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective and (B) if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Act, (iv) cause all necessary filings in connection with the registration and qualification of the Series B Notes to be made under the Blue Sky laws of such jurisdictions within the United States as are necessary to permit Consummation of the Exchange Offer and (v) unless the Exchange Offer shall not be permitted by permissible under applicable federal law or Commission policy (after the procedures set forth in Section 6(a)(i6(a) hereof below have been complied with), commence the Company Exchange Offer and the Guarantors shall use their respective its reasonable best efforts to (i) cause issue on or prior to 30 business days after the date on which the Exchange Offer Registration Statement to be filed was declared effective by the Commission, Series B Notes in exchange for all Series A Notes properly tendered prior thereto in accordance with the Commission as promptly as practicable after the Closing Date, but in no event later than 90 days after the Closing Date (such 90th day, the "Filing Deadline"), (ii) cause such Exchange Offer Registration Statement to become effective as promptly as practicable, but in no event later than 180 days after the Closing Date (such 180th day, the "Effectiveness Deadline"), (iii) in connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it to become effective, and (B) subject to the proviso in Section 6(c)(xii) hereof, cause all necessary filings, if any, in connection with the registration and qualification terms of the Exchange Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and, within the time periods contemplated by Section 3(b) hereof, Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Series B Notes to be offered in exchange for the Initial Notes that are Transfer Restricted Securities and (ii) to permit resales of Exchange Notes held by Broker-Dealers that tendered into the Exchange Offer Initial Notes that such Broker-Dealer acquired for its own account as a result of its market-making activities or other trading activities (other than Initial Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) hereof (each, a "Participating Broker Dealer")below.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by applicable federal law or Commission policy (after the procedures set forth in Section 6(a)(i) hereof below have been complied with), the Company and the Guarantors Guarantor shall use their respective reasonable best efforts to (i) cause the Exchange Offer Registration Statement to be filed with the Commission as promptly soon as practicable after the Closing Date, but in no event later than 90 45 days after the Closing Date (such 90th dayDate, the "Filing Deadline")Exchange Offer Registration Statement, (ii) use its best efforts to cause such Exchange Offer Registration Statement to become effective as promptly as practicableat the earliest possible time, but in no event later than 180 120 days after the Closing Date (such 180th day, the "Effectiveness Deadline")Date, (iii) in connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it such Exchange Offer Registration Statement to become effective, and (B) subject file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the proviso in Section 6(c)(xiiAct and (C) hereof, cause all necessary filings, if any, in connection with the registration and qualification of the Exchange Series B Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and, within the time periods contemplated by Section 3(b) hereof, and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Series B Notes to be offered in exchange for the Initial Series A Notes that are Transfer Restricted Securities and (ii) resales to permit sales of Exchange Notes Broker-Dealer Transfer Restricted Securities by Restricted Broker-Dealers that tendered into the Exchange Offer Initial Notes that such Broker-Dealer acquired for its own account as a result of its market-making activities or other trading activities (other than Initial Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) hereof (each, a "Participating Broker Dealer")below.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by applicable federal law or Commission policy (after the procedures set forth in Section 6(a)(i) hereof have been complied with), the Company The Issuers and the Guarantors shall use their respective all commercially reasonable best efforts to (i) cause the Exchange Offer Registration Statement to be filed with the Commission as promptly as practicable after the Closing Date, but in no event later than 90 days after the Closing Date (such 90th day, the "Filing Deadline")Commission, (ii) cause such Exchange Offer Registration Statement to become effective as promptly as practicable, but in no event later than 180 365 days after the Closing Date (such 180th day, 365th day being the "“Effectiveness Deadline"”), (iii) in connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it to become effective, and (B) subject file, if applicable, a post-effective amendment to the proviso in Section 6(c)(xiisuch Exchange Offer Registration Statement, and (C) hereof, cause all necessary filings, if any, in connection with the registration and qualification of the Exchange Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) unless the Exchange Offer shall not be permitted by applicable law or Commission policy (after the procedures set forth in Section 6(a)(i) below have been complied with), upon the declaration of effectiveness by the Commission of such Exchange Offer Registration Statement, commence and, within the time periods contemplated by Section 3(b) hereof, and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i1) registration of the Exchange Notes to be offered in exchange for the Initial Notes that are Transfer Restricted Securities and (ii2) resales of Exchange Notes by Broker-Dealers that tendered into the Exchange Offer Initial Notes that such Broker-Dealer acquired for its own account as a result of its market-making activities or other trading activities (other than Initial Notes acquired directly from the Company Issuers or any of its their Affiliates) as contemplated by Section 3(c) hereof (each, a "Participating Broker Dealer")below.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by applicable federal law or Commission policy (after the procedures set forth in Section 6(a)(i) hereof below have been complied with), the Company and the Guarantors shall use their respective reasonable best efforts to (i) cause the Exchange Offer Registration Statement to be filed with the Commission as promptly as practicable after the Closing Date, but in no event later than 90 days after the Closing Date (such 90th day, day being the "“Filing Deadline"”), (ii) use their respective reasonable best efforts to cause such Exchange Offer Registration Statement to become effective as promptly as practicable, but in no event later than 180 days after the Closing Date (such 180th day, day being the "“Effectiveness Deadline"), ”) and (iii) in connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it to become effective, and (B) subject file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the proviso in Section 6(c)(xiiAct and (C) hereof, cause all necessary filings, if any, in connection with the registration and qualification of the Exchange Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and, within the time periods contemplated by Section 3(b) hereof, Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the offer and issuance of the Exchange Notes to be offered in exchange for the Initial Notes that are Transfer Restricted Securities and (ii) resales of Exchange Notes by Broker-Dealers that tendered into the Exchange Offer Initial Notes that such Broker-Dealer acquired for its own account as a result of its market-making activities or other trading activities (other than Initial Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) hereof (each, a "Participating Broker Dealer")below.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by applicable federal law or Commission policy (after the procedures set forth in Section 6(a)(i) hereof have been complied with)policy, the Company and the Guarantors shall use their respective reasonable best efforts to (i) cause the Exchange Offer Registration Statement to be filed file with the Commission as promptly as practicable after the Closing Date, but in no event later than 90 on or prior to 60 days after the Closing Date (such 90th dayIssue Date, a Registration Statement under the Act relating to the Series B Notes, the "Filing Deadline")Subsidiary Guarantees and the Exchange Offer, (ii) cause use their best efforts to have such Registration Statement declared effective by the Commission under the Act on or prior to 120 days after the Issue Date, and (iii) commence the Exchange Offer Registration Statement and use their best efforts to become effective as promptly as practicableissue, but in no event later than on or prior to 180 days after the Closing Date (such 180th dayIssue Date, Series B Notes in exchange for all Series A Notes validly tendered prior thereto in the "Effectiveness Deadline"), (iii) in Exchange Offer. In connection with the foregoing, the Company and the Guarantors shall file (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it such Registration Statement to become effective, and (B) subject if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the proviso in Section 6(c)(xiiAct and (C) hereof, cause all necessary filings, if any, filings in connection with the registration and qualification of the Exchange Series B Notes and the Subsidiary Guarantees to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and, within the time periods contemplated by Section 3(b) hereof, Consummate the Exchange Offerto be Consummated. The Exchange Offer Registration Statement shall be on the appropriate form under the Act permitting (i) registration of the Exchange Series B Notes to be offered in exchange for the Initial Notes that are Transfer Restricted Securities and (ii) to permit resales of Exchange the Series B Notes held by Broker-Dealers that tendered into the Exchange Offer Initial Notes that such Broker-Dealer acquired for its own account as a result of its market-making activities or other trading activities (other than Initial Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) hereof (eachbelow. The Exchange Offer shall not be subject to any condition, a "Participating Broker Dealer")other than that the Exchange Offer does not violate any applicable law or Commission policy.

Registered Exchange Offer. (a) Unless a)Unless the Exchange Offer shall not be permitted by permissible under applicable federal law or Commission policy (after the procedures set forth in Section 6(a)(i6(a) hereof below have been complied with), the Company and the Guarantors shall use their respective reasonable best efforts to (i) cause the Exchange Offer Registration Statement to be filed with the Commission as promptly soon as practicable after the Closing Date, but in no event later than 90 180 days after the Closing Date (such 90th day, the "Filing Deadline")Date, (ii) use their reasonable best efforts to cause such Exchange Offer Registration Statement to become effective as promptly as practicableat the earliest possible time, but in no event later than 180 300 days after the Closing Date (as such 180th daydate relates to the Exchange Offer Registration Statement, the "“Effectiveness Deadline"Target Date”), (iii) in connection with the foregoing, file (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it such Registration Statement to become effective, and (B) subject if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the proviso in Section 6(c)(xiiSecurities Act and (C) hereof, cause all necessary filings, if any, filings in connection with the registration and qualification of the Exchange Notes Securities to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and, within the time periods contemplated by Section 3(b) hereof, Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Notes Securities and the related guarantees to be offered in exchange for the Initial Notes that are Transfer Restricted Securities and (ii) to permit resales of Exchange Notes Securities held by Broker-Dealers that tendered into the Exchange Offer Initial Notes that such Broker-Dealer acquired for its own account as a result of its market-making activities or other trading activities (other than Initial Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) hereof (each, a "Participating Broker Dealer")below.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by applicable federal law or Commission policy (after the procedures set forth in Section 6(a)(i) hereof below have been complied with), the Company and the Guarantors shall use their respective reasonable best efforts to (i) cause the Exchange Offer Registration Statement to be filed with the Commission as promptly soon as practicable after the Closing Date, but in no event later than 90 60 days after the Closing Date (such 90th dayDate, the "Filing Deadline")Exchange Offer Registration Statement, (ii) use its reasonable best efforts to cause such Exchange Offer Registration Statement to become effective as promptly as practicableat the earliest possible time, but in no event later than 180 120 days after the Closing Date (such 180th day, the "Effectiveness Deadline")Date, (iii) in connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it such Exchange Offer Registration Statement to become effective, and (B) subject file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the proviso in Section 6(c)(xiiAct and (C) hereof, cause all necessary filings, if any, in connection with the registration and qualification of the Exchange Series D Notes to be made under the Blue Sky laws of such jurisdictions as are reasonably requested by the Holders and necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and, within the time periods contemplated by Section 3(b) hereof, Consummate and consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Series D Notes to be offered in exchange for the Initial Series C Notes and Exchange Notes that are Transfer Restricted Securities and (ii) resales to permit sales of Exchange Notes Broker-Dealer Transfer Restricted Securities by Broker-Dealers that tendered into the Exchange Offer Initial Notes that such Broker-Dealer acquired for its own account as a result of its market-making activities or other trading activities (other than Initial Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) hereof (each, a "Participating Broker Dealer")below.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by applicable federal law or Commission policy (after the procedures set forth in Section 6(a)(i) hereof below have been complied with), the Company and the Guarantors shall use their respective reasonable best efforts to shall: (i) cause the Exchange Offer Registration Statement to be filed with the Commission as promptly soon as practicable after the Closing Datedate hereof, but in no event later than 90 120 days after the Closing Date (such 90th daydate hereof, the "Filing Deadline"), Exchange Offer Registration Statement; (ii) use its best efforts to cause such Exchange Offer Registration Statement to become effective as promptly as practicableat the earliest possible time, but in no event later than 180 days after the Closing Date (such 180th day, the "Effectiveness Deadline"), date hereof; (iii) in connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it such Exchange Offer Registration Statement to become effective, and (B) subject file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the proviso in Section 6(c)(xiiAct, and (C) hereof, cause all necessary filings, if any, in connection with the registration and qualification of the Exchange Senior Subordinated Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, ; and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and, within the time periods contemplated by Section 3(b) hereof, and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Senior Subordinated Notes to be offered in exchange for the Initial Senior Subordinated Notes that are Transfer Restricted Securities Senior Subordinated Notes and (ii) resales to permit sales of Exchange Broker-Dealer Transfer Restricted Senior Subordinated Notes by Restricted Broker-Dealers that tendered into the Exchange Offer Initial Notes that such Broker-Dealer acquired for its own account as a result of its market-making activities or other trading activities (other than Initial Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) hereof (each, a "Participating Broker Dealer")below.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by permissible under applicable federal law or Commission policy (after the procedures set forth in Section 6(a)(i6(a) hereof below have been complied with), the Company and the Guarantors shall use their respective reasonable best efforts to (i) cause the Exchange Offer Registration Statement to be filed with the Commission as promptly soon as practicable after the Closing Date, but in no event later than 90 days after the Closing Date (such 90th dayDate, a Registration Statement under the "Filing Deadline")Securities Act relating to the Exchange Notes and the Exchange Offer, (ii) use their best efforts to cause such Exchange Offer Registration Statement to become effective as promptly as practicableat the earliest possible time, but in no event later than 180 days after the Closing Date (such 180th day, the "Effectiveness Deadline")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 it such Registration Statement to become effective, and (B) subject if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the proviso in Section 6(c)(xiiSecurities Act and (C) hereof, cause all necessary filings, if any, filings in connection with the registration and qualification of the Exchange Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer; provided, however, that in no event shall the Company be obligated to (Y) qualify as a foreign corporation or as a dealer in securities in any jurisdiction where it would not otherwise be required to do so and (Z) file any general consent to service of process in any jurisdiction where it is not as of the date hereof so subject, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and, within the time periods contemplated by Section 3(b) hereof, Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Notes to be offered in exchange for the Initial Notes that are Transfer Restricted Securities and (ii) to permit resales of Exchange Notes held by Broker-Dealers that tendered into the Exchange Offer Initial Notes that such Broker-Dealer acquired for its own account as a result of its market-making activities or other trading activities (other than Initial Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) hereof (each, a "Participating Broker Dealer")below.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by permissible under applicable federal law or Commission policy (after the procedures set forth in Section 6(a)(i) hereof ), below have been complied with), the Company and the Guarantors shall use their respective reasonable best efforts to (i) cause the Exchange Offer Registration Statement to be filed with the Commission as promptly soon as practicable after the Closing Date, but in no event later than 90 120 days after the Closing Date (such 90th dayDate, a Registration Statement under the "Filing Deadline")Securities Act relating to the Exchange Notes and the Exchange Offer, (ii) use its reasonable best efforts to cause such Exchange Offer Registration Statement to become effective as promptly as practicableat the earliest possible time, but in no event later than 180 150 days after the Closing Date (such 180th day, the "Effectiveness Deadline")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 it such Registration Statement to become effective, and (B) subject if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the proviso in Section 6(c)(xiiSecurities Act and (C) hereof, cause all necessary filings, if any, filings in connection with the registration and qualification of the Exchange Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and, within the time periods contemplated by Section 3(b) hereof, Consummate the Exchange Offer. The Exchange Offer Registration Statement shall be on the appropriate form permitting (i) registration of the Exchange Notes to be offered in exchange for the Initial Notes that are Transfer Restricted Securities and (ii) to permit resales of Exchange Notes held by Participating Broker-Dealers that tendered into the Exchange Offer Initial Notes that such Broker-Dealer acquired for its own account as a result of its market-making activities or other trading activities (other than Initial Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) hereof (each, a "Participating Broker Dealer")below.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by applicable federal law or Commission policy (after the procedures set forth in Section 6(a)(i6(a)(iii)(A) hereof have been complied with), the Company and the Guarantors shall use their respective reasonable best efforts to (i) cause the Exchange Offer Registration Statement to be filed with the Commission as promptly soon as practicable after the Closing Date, but in no event later than 90 45 days after the Closing Date (such 90th day, 45th day being the "Filing Deadline"), (ii) use its best efforts to cause such Exchange Offer Registration Statement to become effective as promptly as practicableat the earliest possible time, but in no event later than 180 120 days after the Closing Date (such 180th day, 120th day being the "Effectiveness Deadline"), (iii) in connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it to become effective, and (B) subject file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the proviso in Section 6(c)(xiiAct and (C) hereof, cause all necessary filings, if any, in connection with the registration and qualification of the Exchange Series B Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and, within the time periods contemplated by Section 3(b) hereof, and Consummate the Exchange OfferOffer as soon as practicable after the Registration Statement has become effective, but in no event later than 150 days after the Closing Date (such 150th day being the "Consummation Deadline"). The Exchange Offer shall be on the appropriate form permitting (ix) registration of the Exchange Series B Notes to be offered in exchange for the Initial Series A Notes that are Transfer Restricted Securities and (iiy) resales of Exchange Series B Notes by Broker-Dealers that tendered into the Exchange Offer Initial Series A Notes that such Broker-Dealer acquired for its own account as a result of its market-making activities or other trading activities (other than Initial Series A Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) hereof (each, a "Participating Broker Dealer")hereof.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by permissible under applicable federal law or Commission policy (after the procedures set forth in Section 6(a)(i6(a) hereof have been complied with), each of the Company and the Guarantors shall use their respective reasonable best efforts to (i) use its commercially reasonable efforts to cause the Exchange Offer Registration Statement to be filed with the Commission as promptly soon as practicable after the Closing Date, but in no event later than 90 days after the Closing Date (such 90th day, the "Filing Deadline"), (ii) cause such Exchange Offer Registration Statement to become effective as promptly as practicable, but in no event later than 180 days after the Closing Date (or if such 180th dayday is not a Business Day, the "Effectiveness Deadline"next succeeding Business Day), a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer, (ii) use its commercially reasonable efforts to cause such Registration Statement to become effective as promptly as possible, 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), (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 it such Registration Statement to become effective, and (B) subject if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the proviso in Section 6(c)(xiiSecurities Act and (C) hereof, cause all necessary filings, if any, filings in connection with the registration and qualification of the Exchange Notes Securities to be made under the Blue Sky state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and, within the time periods contemplated by Section 3(b) hereof, Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Notes Securities to be offered in exchange for the Initial Notes that are Transfer Restricted Securities and (ii) to permit resales of Exchange Notes Initial Securities held by Broker-Dealers that tendered into the Exchange Offer Initial Notes that such Broker-Dealer acquired for its own account as a result of its market-making activities or other trading activities (other than Initial Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) hereof (each, a "Participating Broker Dealer")hereof.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by applicable federal law or Commission policy (after the procedures set forth in Section 6(a)(i) hereof below have been complied with), the Company and the Guarantors shall use their respective reasonable best efforts to (i) cause the Exchange Offer Registration Statement to be filed with the Commission as promptly soon as practicable after the Closing Date, but in no event later than 90 120 days after the Closing Date (such 90th day, 120th day being the "Filing DeadlineFILING DEADLINE"), (ii) use all commercially reasonable efforts to cause such Exchange Offer Registration Statement to become be declared effective as promptly as practicable, but in no event later than 180 on or prior to 210 days after the Closing Date (such 180th day, 210th day being the "Effectiveness DeadlineEFFECTIVENESS DEADLINE"), (iii) in connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it such Exchange Offer Registration Statement to become effective, and (B) subject file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the proviso in Section 6(c)(xiiAct and (C) hereof, cause all necessary filings, if any, in connection with the registration and qualification of the Exchange Series B Notes and the related Subsidiary Guarantees to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and, within the time periods contemplated by Section 3(b) hereof, and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Series B Notes and the related Subsidiary Guarantees to be offered in exchange for the Initial Series A Notes that are Transfer Restricted Securities and (ii) resales of Exchange Series B Notes held by Broker-Dealers that tendered into the Exchange Offer Initial Series A Notes that such Broker-Dealer acquired for its own account as a result of its market-market making activities or other trading activities (other than Initial Series A Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) hereof (each, a "Participating Broker Dealer")below.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by permissible under applicable federal law or Commission policy (after the procedures set forth in Section 6(a)(i6(a) hereof have been complied with), the Company and the Guarantors shall (i) use their respective its commercially reasonable best efforts to (i) prepare and cause the Exchange Offer Registration Statement to be filed with the Commission as promptly as practicable a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer no later than 366 days after the Closing DateDate (the “Filing Deadline”) and use its commercially reasonable best efforts to cause such Registration Statement to become effective at the earliest practicable time, but in no event later than 90 days after the Closing Date Filing Deadline (or if such 90th dayday is not a Business Day, the "Filing Deadline"next succeeding Business Day), (ii) cause such Exchange Offer Registration Statement to become effective as promptly as practicable, but in no event later than 180 days after the Closing Date (such 180th day, the "Effectiveness Deadline"), (iii) in connection with the foregoing, use its commercially reasonable best efforts to file (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it such Registration Statement to become effective, and (B) subject if applicable, a post-effective amendment to such Registration Statement or any information required to be filed under Rule 430A under the proviso in Section 6(c)(xiiSecurities Act and (C) hereof, cause all necessary filings, if any, filings in connection with the registration and qualification of the Exchange Notes Securities to be made under the Blue Sky state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iviii) upon the effectiveness of such Exchange Offer Registration Statement, commence and, within the time periods contemplated by Exchange Offer in accordance with Section 3(b) hereof, Consummate the Exchange Offer. The Exchange Offer Registration Statement shall be on the appropriate form permitting (i) registration of the issuance and exchange of Exchange Notes Securities to be offered in exchange for the Initial Notes that are Transfer Restricted Securities and (ii) to permit resales of Exchange Notes Initial Securities held by Broker-Dealers that tendered into the Exchange Offer Initial Notes that such Broker-Dealer acquired for its own account as a result of its market-making activities or other trading activities (other than Initial Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) hereof (each, a "Participating Broker Dealer")hereof.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by under applicable federal law or Commission policy (after the procedures set forth in Section 6(a)(i6(a) hereof below have been complied with), the Company Issuers and the Guarantors shall use their respective reasonable best efforts to (i) use all commercially reasonable efforts to cause the Exchange Offer Registration Statement to be filed with the Commission as promptly soon as practicable after the Closing Date, but in no event later than 90 days after the Closing Date (such 90th day, day being the "Filing Deadline"), (ii) use all commercially reasonable efforts to cause such Exchange Offer Registration Statement to become be declared effective as promptly as practicableat the earliest possible time, but in no event later than 180 days after the Closing Date (such 180th day, day being the "Effectiveness Deadline"), (iii) in connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it such Exchange Offer Registration Statement to become effective, and (B) subject file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the proviso in Section 6(c)(xiiAct and (C) hereof, cause all necessary filings, if any, in connection with the registration and qualification of the Exchange Series B Notes and the related Subsidiary Guarantees to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and, within the time periods contemplated by Section 3(b) hereof, and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Series B Notes and the related Subsidiary Guarantees to be offered in exchange for the Initial Series A Notes that are Transfer Restricted Securities and (ii) permitting resales of Exchange Series B Notes held by Broker-Dealers that tendered into the Exchange Offer Initial Series A Notes that such Broker-Dealer such Broker-Dealer acquired for its own account as a result of its market-market making activities or other trading activities (other than Initial Series A Notes acquired directly from the Company Issuers or any of its their Affiliates) as contemplated by Section 3(c) hereof (each, a "Participating Broker Dealer")below.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by applicable federal law or Commission policy (after the procedures set forth in Section 6(a)(i6(a)(iii)(A) hereof have been complied with), the Company and the Guarantors shall use their respective reasonable best efforts to (i) cause the Exchange Offer Registration Statement to be filed with the Commission as promptly soon as practicable after the Closing Date, but in no event later than 90 days after the Closing Date (such 90th day, day being the "“Filing Deadline"”), (ii) use all commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective as promptly as practicableat the earliest possible time, but in no event later than 180 150 days after the Closing Date (such 180th day, 150th day being the "“Effectiveness Deadline"”), (iii) in connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it to become effective, and (B) subject file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the proviso in Section 6(c)(xiiAct and (C) hereof, cause all necessary filings, if any, in connection with the registration and qualification of the Exchange Series B Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and, within the time periods contemplated by Section 3(b) hereof, and use all commercially reasonable efforts to Consummate the Exchange OfferOffer on or prior to the 30th business day, or longer, if required by the federal securities laws, after the Registration Statement has become effective, (such 30th business day being the “Consummation Deadline”). The Exchange Offer shall be on the appropriate form permitting (ix) registration of the Exchange Series B Notes to be offered in exchange for the Initial Series A Notes that are Transfer Restricted Securities and (iiy) resales of Exchange Series B Notes by Broker-Dealers that tendered into the Exchange Offer Initial Series A Notes that such Broker-Dealer acquired for its own account as a result of its market-making activities or other trading activities (other than Initial Series A Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) hereof (each, a "Participating Broker Dealer")hereof.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by permissible under applicable federal law or Commission policy (after the procedures set forth in Section 6(a)(i6(a) hereof below have been complied with)) or one of the events set forth in Section 4(a)(ii) has occurred, the Company and the Subsidiary Guarantors shall use their respective reasonable best efforts to (i) their commercially reasonable efforts to cause the Exchange Offer Registration Statement to be filed with the Commission as promptly soon as practicable after the Closing Date, but in no event later than 90 days after the Closing Date (such 90th day, the "Filing Deadline"), (ii) cause such Exchange Offer Registration Statement to become effective as promptly as practicable, but in no event later than 180 days after the Closing Date Date, a Registration Statement under the Securities Act relating to the Exchange Notes and the Exchange Offer, (ii) their commercially reasonable efforts to cause such 180th day, Registration Statement to be declared effective on or prior to 270 days after the "Effectiveness Deadline")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 it such Registration Statement to become effective, and (B) subject if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the proviso in Section 6(c)(xiiSecurities Act and (C) hereof, cause all necessary filings, if any, filings in connection with the registration and qualification of the Exchange Notes to be made under the Blue Sky blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, Offer and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and, within the time periods contemplated by Section 3(b) hereof, Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Notes to be offered in exchange for the Initial Notes that are Transfer Restricted Securities and (ii) to permit resales of Exchange Notes held by Broker-Dealers that tendered into the Exchange Offer Initial Notes that such Broker-Dealer acquired for its own account as a result of its market-making activities or other trading activities (other than Initial Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) hereof (each, a "Participating Broker Dealer")below.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by applicable federal law or Commission policy (after the procedures set forth in Section 6(a)(i) hereof below have been complied with), the Company and the Guarantors shall use their respective reasonable best efforts to (i) cause the Exchange Offer Registration Statement to be filed with the Commission as promptly soon as practicable after the Closing Date, but in no event later than 90 150 days after the Closing Date December 23, 2003 (such 90th day, 150th day being the "Filing DeadlineFILING DEADLINE"), ; (ii) use all commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective as promptly as practicableat the earliest possible time, but in no event later than 180 210 days after the Closing Date December 23, 2003 (such 180th day, 210th day being the "Effectiveness DeadlineEFFECTIVENESS DEADLINE"), ; (iii) in connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it to become effective, and (B) subject file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the proviso in Section 6(c)(xiiAct and (C) hereof, cause all necessary filings, if any, in connection with the registration and qualification of the Exchange Series B Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, ; and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and, within the time periods contemplated by Section 3(b) hereof, and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Series B Notes to be offered in exchange for the Initial Series A Notes that are Transfer Restricted Securities and (ii) resales of Exchange Series B Notes by Broker-Dealers that tendered into the Exchange Offer Initial Series A Notes that such Broker-Dealer acquired for its own account as a result of its market-market making activities or other trading activities (other than Initial Series A Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) hereof (each, a "Participating Broker Dealer")below.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by permissible under applicable federal law or Commission policy (after the procedures set forth in Section 6(a)(i6(a) hereof below have been complied with), the Company and the Guarantors Companies shall use their respective reasonable best efforts to (i) cause the Exchange Offer Registration Statement to be filed with the Commission as promptly soon as practicable after the Closing Date, but in no event later than 90 60 days after the Closing Date (such 90th or, if the 60th day is not a business day, the "Filing Deadline"first business day thereafter), a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer, (ii) use its best efforts to cause such Exchange Offer Registration Statement to become effective as promptly as practicableat the earliest possible time, but in no event later than 180 150 days after the Closing Date (or, if the 150th day is not a business day, the first business day thereafter) (as such 180th daydate relates to the Exchange Offer Registration Statement, the "Effectiveness DeadlineTarget 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 it such Registration Statement to become effective, and (B) subject if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the proviso in Section 6(c)(xiiSecurities Act and (C) hereof, cause all necessary filings, if any, filings in connection with the registration and qualification of the Exchange Notes Securities to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and, within the time periods contemplated by Section 3(b) hereof, Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Notes Securities to be offered in exchange for the Initial Notes that are Transfer Restricted Securities and (ii) to permit resales of Exchange Notes Securities held by Broker-Dealers that tendered into the Exchange Offer Initial Notes that such Broker-Dealer acquired for its own account as a result of its market-making activities or other trading activities (other than Initial Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) hereof (each, a "Participating Broker Dealer")below.

Registered Exchange Offer. (a) 3.1 Unless the Exchange Offer shall not be permitted by permissible under applicable federal law or Commission policy (after the procedures set forth in Section 6(a)(i6(a) hereof below have been complied with), the Company and the Guarantors shall use their respective reasonable best efforts to (i) cause the Exchange Offer Registration Statement to be filed with the Commission as promptly soon as practicable after the Closing Date, but in no event later than 90 days after the Closing Date Date, a Registration Statement under the Act relating to the Series B Notes (such 90th day, including the "Filing Deadline")Subsidiary Guarantees) and the Exchange Offer, (ii) use all commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective as promptly as practicableat the earliest possible time, but in no event later than 180 150 days after the Closing Date (such 180th daywhich 150-day period shall be extended for a number of days equal to the number of business days, if any, the "Effectiveness Deadline"Commission is officially closed during such period), (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 it such Registration Statement to become effective, and (B) subject if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the proviso in Section 6(c)(xiiAct and (C) hereof, cause all necessary filings, if any, filings in connection with the registration and qualification of the Exchange Series B Notes (including the Subsidiary Guarantees) to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and, within the time periods contemplated by Section 3(b) hereof, Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Series B Notes (including the Subsidiary Guarantees) to be offered in exchange for the Initial Notes that are Transfer Restricted Securities and (ii) to permit resales of Exchange Notes held by Broker-Dealers that tendered into the Exchange Offer Initial Notes that such Broker-Dealer acquired for its own account as a result of its market-making activities or other trading activities (other than Initial Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) hereof (each, a "Participating Broker Dealer")below.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by applicable federal law or Commission policy (after the procedures set forth in Section 6(a)(i) hereof below have been complied with), the Company and the Guarantors shall use their respective reasonable best efforts to (i) cause the Exchange Offer Registration Statement to be filed with the Commission as promptly soon as practicable after the Closing Date (the "Exchange Offer Filing Date"), but in no event later than 90 days after the Closing Date (such 90th day, day being referred to herein as the "Filing Deadline"), (ii) use its reasonable best efforts to cause such Exchange Offer Registration Statement to become effective as promptly as practicableat the earliest practicable time, but in no event later than 180 days after the Closing Date (such 180th day, day being referred to herein 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 it to become effective, and (B) subject file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the proviso in Section 6(c)(xiiAct and (C) hereof, cause all necessary filings, if any, in connection with the registration and qualification of the Exchange Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, provided, however, that the Company shall not be required to register or qualify as a foreign corporation where it is not now so qualified or to take any action that would 5 subject it to the service of process in suits or to taxation, other than as to matters and transactions relating to the Registration Statement, in any jurisdiction where it is not now so subject, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and, within the time periods contemplated by Section 3(b) hereof, and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Notes to be offered in exchange for the Initial Notes that are Transfer Restricted Securities and (ii) to permit resales of Exchange Notes by Broker-Dealers that tendered into the Exchange Offer Initial Notes that such Broker-Dealer acquired for its own account as a result of its market-making activities or other trading activities (other than Initial Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) hereof (each, a "Participating Broker Dealer")below.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by applicable federal law or Commission policy (after the procedures set forth in Section 6(a)(i6(a) hereof below have been complied with), the Company Issuers and the Guarantors shall use their respective reasonable best efforts to (i) cause the Exchange Offer Registration Statement to be filed with the Commission as promptly soon as practicable after the Closing Date, but in no event later than 90 45 days after the Closing Date (such 90th dayDate, the "Filing Deadline")Exchange Offer Registration Statement, (ii) use their reasonable best efforts to cause such Exchange Offer Registration Statement to become effective as promptly as practicableat the earliest possible time, but in no event later than 180 days after the Closing Date (such 180th day, the "Effectiveness Deadline")Date, (iii) in connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it such Exchange Offer Registration Statement to become effective, and (B) subject file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the proviso in Section 6(c)(xiiAct and (C) hereof, cause all necessary filings, if any, in connection with the registration and qualification of the Exchange Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and, within the time periods contemplated by Section 3(b) hereof, and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Notes to be offered in exchange for the Initial Notes that are Transfer Restricted Securities and (ii) resales to permit sales of Exchange Notes Broker-Dealer Transfer Restricted Securities by Restricted Broker-Dealers that tendered into the Exchange Offer Initial Notes that such Broker-Dealer acquired for its own account as a result of its market-making activities or other trading activities (other than Initial Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) hereof below. The 45 and 180 day periods referred to in (each, i) and (ii) of this Section 3(a) shall not include any period in which the Issuers are pursuing a "Participating Broker Dealer")Commission decision pursuant to 6(a)(i) below.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by applicable federal law or Commission policy (after the procedures set forth in Section 6(a)(i) hereof below have been complied with), the Company and the Guarantors shall use their respective reasonable best efforts to (i) cause the Exchange Offer Registration Statement to be filed with the Commission as promptly as practicable after the Closing Date, but in no event later than 90 days after the Closing Date (such 90th day, the "Filing Deadline"), (ii) use all commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective as promptly as practicable, but in no event later than 180 days after the Closing Date (such 180th day, the "Effectiveness Deadline"), (iii) in connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it to become effective, effective and (B) subject to the proviso in Section 6(c)(xii) hereof, hereof cause all necessary filings, if any, in connection with the registration and qualification of the Exchange Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence andcommence, within the time periods contemplated by Section 3(b) hereof, and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Notes to be offered in exchange for the Initial Notes that are Transfer Restricted Securities and (ii) resales of Exchange Notes by Broker-Dealers that tendered into the Exchange Offer Initial Notes that such Broker-Dealer acquired for its own account as a result of its market-market making activities or other trading activities (other than Initial Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) hereof (each, a "Participating Broker Dealer")below.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by applicable federal law or Commission policy (after the procedures set forth in Section 6(a)(i) hereof below have been complied with), the Company and the Guarantors shall (i) will use their respective reasonable best efforts to (iA) cause the Exchange Offer Registration Statement to be filed with the Commission as promptly as practicable after the Closing Date, but in no event later than 90 60 days after the Closing Date (such 90th day, 60th day being the "Filing DeadlineFILING DEADLINE"), (iiB) to cause such Exchange Offer Registration Statement to become effective as promptly as practicable, but in no event later than 180 150 days after the Closing Date (such 180th day, 150th day being the "Effectiveness DeadlineEFFECTIVENESS DEADLINE"), (iiiC) in connection with the foregoing, (A1) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it to become effective, (2) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Act and (B3) subject to the proviso in Section 6(c)(xii) hereof, cause all necessary filings, if any, in connection with the registration and qualification of the Exchange New Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (ivD) upon subject to Section 6(d) hereof, following the effectiveness of such Exchange Offer Registration Statement, commence and, within the time periods contemplated by Section 3(b) hereof, and Consummate the Exchange Offer. The Exchange Offer shall be within 180 days after the Closing Date (such 180th day being the "CONSUMMATION DEADLINE"), or (ii) on or prior to the appropriate form permitting Filing Deadline referred to in clause (i) registration above, give written notice to the Initial Purchasers, in the form provided for in Exhibits B1 and B2 hereto, of the Exchange Notes Company's election to be offered in exchange for the Initial Notes that are Transfer Restricted Securities and (ii) resales of Exchange Notes by Broker-Dealers that tendered into effect the Exchange Offer Initial Notes that such Broker-Dealer acquired for its own account as a result by means of its market-making activities or other trading activities (other than Initial Notes acquired directly from the Company or any of its AffiliatesUniversal Shelf Registration Statement, in which case the requirements set forth in clauses 3(a)(i)(A), 3(a)(i)(B) as contemplated by Section 3(cand 3(a)(i)(C)(1) hereof (each, a above shall not apply and the term "Participating Broker Dealer").

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by applicable federal law or Commission policy (after the procedures set forth in Section 6(a)(i) hereof below have been complied with), the Company and the Guarantors shall use their respective reasonable best efforts to (i) cause the Exchange Offer Registration Statement to be filed with the Commission as promptly as practicable after the Closing Date, but in no event later than 90 days after the Closing Date (such 90th day, the "“Filing Deadline"”), (ii) use all commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective as promptly as practicable, but in no event later than 180 days after the Closing Date (such 180th day, the "“Effectiveness Deadline"”), (iii) in connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it to become effective, effective and (B) subject to the proviso in Section 6(c)(xii) hereof, hereof cause all necessary filings, if any, in connection with the registration and qualification of the Exchange Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence andcommence, within the time periods contemplated by Section 3(b) hereof, and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Notes to be offered in exchange for the Initial Notes that are Transfer Restricted Securities and (ii) resales of Exchange Notes by Broker-Dealers that tendered into the Exchange Offer Initial Notes that such Broker-Dealer acquired for its own account as a result of its market-market making activities or other trading activities (other than Initial Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) hereof (each, a "Participating Broker Dealer")below.

Registered Exchange Offer. (a) Unless the Exchange Offer The Company shall not be permitted by applicable federal law or Commission policy (after the procedures set forth in Section 6(a)(i) hereof have been complied with), the Company and the Guarantors shall use their respective reasonable best efforts to (i) cause the Exchange Offer Registration Statement to be filed with the Commission as promptly soon as practicable after the Closing Date, but in no event later than 90 60 days after the Closing Date (such 90th dayDate, a Registration Statement under the "Filing Deadline")Act relating to the Series B Notes and the Exchange Offer, (ii) use its reasonable best efforts to cause such Exchange Offer Registration Statement to become effective as promptly as practicableat the earliest possible time, but in no event later than 180 120 days after the Closing Date (such 180th day, the "Effectiveness Deadline")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 it such Registration Statement to become effective, effective and (B) subject if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the proviso in Section 6(c)(xiiAct, (iv) hereof, cause all necessary filings, if any, filings in connection with the registration and qualification of the Exchange Series B Notes to be made under the Blue Sky laws of such jurisdictions within the United States as are necessary to permit Consummation of the Exchange Offer, Offer and (ivv) upon unless the effectiveness of such Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) below have been complied with), commence the Exchange Offer and use its reasonable best efforts to issue on or prior to 30 business days after the date on which the Exchange Offer Registration StatementStatement was declared effective by the Commission, commence and, within Series B Notes in exchange for all Series A Notes properly tendered prior thereto in accordance with the time periods contemplated by Section 3(b) hereof, Consummate terms of the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Series B Notes to be offered in exchange for the Initial Notes that are Transfer Restricted Securities and (ii) to permit resales of Exchange Notes held by Broker-Dealers that tendered into the Exchange Offer Initial Notes that such Broker-Dealer acquired for its own account as a result of its market-making activities or other trading activities (other than Initial Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) hereof (each, a "Participating Broker Dealer")below.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by permissible under applicable federal law or Commission policy (after the procedures set forth in Section 6(a)(i6(a) hereof below have been complied with), the Company and the Guarantors Guarantors, if any, shall use their respective reasonable best efforts to (i) cause the Exchange Offer Registration Statement to be filed with the Commission as promptly as practicable on or before the 90th day after the Closing Date, but in no event later than 90 days after a Registration Statement under the Closing Date (such 90th dayAct relating to the Series B Notes, the "Filing Deadline")Subsidiary Guarantees, if any, and the Exchange Offer, (ii) use their reasonable best efforts to cause such Exchange Offer Registration Statement to become effective as promptly as practicable, but in no event later than 180 days on or before the 180th day after the Closing Date (such 180th day, the "Effectiveness Deadline")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 it such Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Act and (BC) subject to the proviso in Section 6(c)(xii6(c)(xi) hereof, cause all necessary filings, if any, filings in connection with the registration and qualification of the Exchange Series B Notes and the Subsidiary Guarantees to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange OfferOffer to be Consummated, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence andcommence, and within the time periods contemplated by Section 3(b) hereofhereof Consummate, Consummate the Exchange Offer. The Exchange Offer Registration Statement shall be on the appropriate form under the Act permitting (i) registration of the Exchange Series B Notes to be offered in exchange for the Initial Series A Notes that are Transfer Restricted Securities and (ii) permitting resales of Exchange the Series B Notes held by Broker-Dealers that tendered into the Exchange Offer Initial Series A Notes that such Broker-Dealer Dealers acquired for its their own account as a result of its market-making activities or other trading activities (other than Initial Series A Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) hereof (each, a "Participating Broker Dealer")below.

Registered Exchange Offer. (a) Unless The Company and the Guarantors shall (i) use their commercially reasonable efforts to file the Exchange Offer Registration Statement with the Commission on or prior to April 30, 2013 (such date being the “Filing Deadline”), (ii) use all commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective on or prior to July 29, 2013 (such date being the “Effectiveness Deadline”), (iii) unless the Registered Exchange Offer shall not be permitted by applicable federal law or interpretation thereof or Commission policy (after the procedures set forth in Section 6(a)(i) hereof below have been complied with), the Company and the Guarantors shall use their respective reasonable best efforts to (i) cause the Exchange Offer Registration Statement to be filed with the Commission as promptly as practicable after the Closing Date, but in no event later than 90 days after the Closing Date (such 90th day, the "Filing Deadline"), (ii) cause such Exchange Offer Registration Statement to become effective as promptly as practicable, but in no event later than 180 days after the Closing Date (such 180th day, the "Effectiveness Deadline"), (iii) in connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it to become effective, and (B) subject to the proviso in Section 6(c)(xii) hereof, cause all necessary filings, if any, in connection with the registration and qualification of the Exchange Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, (A) commence and, within the time periods contemplated by Section 3(b) hereof, and Consummate the Registered Exchange Offer; and (B) use all commercially reasonable efforts to issue on or prior to 30 Business Days, or longer, if required by applicable securities laws, after the date on which the Exchange Offer Registration Statement was declared effective by the Commission (such 30th day, or such later date required by the federal securities laws, being the “Consummation Deadline”), Exchange Notes in exchange for all Initial Notes tendered prior thereto in the Registered Exchange Offer. The Registered Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Notes to be offered in exchange for the Initial Notes that are Transfer Restricted Entitled Securities and (ii) resales of Exchange Notes by Broker-Dealers that tendered into the Registered Exchange Offer Initial Notes that such Broker-Dealer acquired for its own account as a result of its market-making activities or other trading activities (other than Initial Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) hereof (each, a "Participating Broker Dealer")below.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by permissible under applicable federal law or Commission policy (after the procedures set forth in Section 6(a)(i6(a) hereof below have been complied with), the Company and the Guarantors shall use their respective reasonable best efforts to (i) cause the Exchange Offer Registration Statement to be filed with the Commission as promptly soon as practicable after the Closing Date, but in no event later than 90 45 days after the Closing Date (such 90th dayDate, a Registration Statement under the "Filing Deadline")Act relating to the Series B Senior Subordinated Notes and the Exchange Offer, (ii) use its best efforts to cause such Exchange Offer Registration Statement to become effective as promptly as practicableat the earliest possible time, but in no event later than 180 120 days after the Closing Date (such 180th day, the "Effectiveness Deadline")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 it such Registration Statement to become effective, and (B) subject if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the proviso in Section 6(c)(xiiAct and (C) hereof, cause all necessary filings, if any, in connection with the registration and qualification of the Exchange Series B Senior Subordinated Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, except as would subject it to service of process in suits or taxation, in each case, other than as to matters and transactions relating to the Registration Statement, Exchange Offer or Exempt Resales, in any jurisdiction where it is not now so subject and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and, within the time periods contemplated by Section 3(b) hereof, Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Notes Series B Senior Subordinated Notes, to be offered in exchange for the Initial Notes that are Transfer Restricted Securities and (ii) to permit resales of Exchange Senior Subordinated Notes held by Broker-Dealers that tendered into the Exchange Offer Initial Notes that such Broker-Dealer acquired for its own account as a result of its market-making activities or other trading activities (other than Initial Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) hereof (each, a "Participating Broker Dealer")below.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by permissible under applicable federal law or Commission policy (after the procedures set forth in Section 6(a)(i6(a) hereof below have been complied with), the Company Issuer and the Guarantors Guarantor shall use their respective reasonable best efforts to (i) cause the Exchange Offer Registration Statement to be filed with the Commission as promptly soon as practicable after the Closing Date, but in no event later than 90 75 days after the Closing Date (such 90th dayDate, a Registration Statement under the "Filing Deadline")Securities Act relating to the Exchange Notes and the Exchange Offer, (ii) use its best efforts to cause such Exchange Offer Registration Statement to become effective as promptly as practicableat the earliest possible time, but in no event later than 180 150 days after the Closing Date (such 180th day, the "Effectiveness Deadline")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 it such Registration Statement to become effective, and (B) subject if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the proviso in Section 6(c)(xiiSecurities Act and (C) hereof, cause all necessary filings, if any, filings in connection with the registration and qualification of the Exchange Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and, within the time periods contemplated by Section 3(b) hereof, Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Notes to be offered in exchange for the Initial Notes that are Transfer Restricted Securities and (ii) resales to permit sales of Exchange Notes Broker-Dealer Transfer Restricted Securities by Restricted Broker-Dealers that tendered into the Exchange Offer Initial Notes that such Broker-Dealer acquired for its own account as a result of its market-making activities or other trading activities (other than Initial Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) hereof (each, a "Participating Broker Dealer")below.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by permissible under applicable federal law or Commission policy (after the procedures set forth in Section 6(a)(i6(a) hereof have been complied with), each of the Company and the Guarantors shall use their respective reasonable best efforts to (i) cause the Exchange Offer Registration Statement to be filed with the Commission as promptly as practicable after the Closing Date, but in no event later than 90 270 days after the Closing Date (or if such 90th day270th day is not a Business Day, the "Filing Deadline"next succeeding Business Day), an Exchange Offer Registration Statement, (ii) use its commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective as promptly as practicableon or before the earlier of (x) 90 days following the filing of such Registration Statement (or if such 90th day is not a Business Day, but in no event later than 180 the next succeeding Business Day) and (y) 360 days after the Closing Date (or if such 180th day360th day is not a Business Day, the "Effectiveness Deadline"next succeeding Business Day), (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 it such Registration Statement to become effective, and (B) subject if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the proviso in Section 6(c)(xiiSecurities Act and (C) hereof, cause all necessary filings, if any, filings in connection with the registration and qualification of the Exchange Notes Securities to be made under the Blue Sky state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon promptly following the effectiveness of such Exchange Offer Registration Statement, commence and, within the time periods contemplated by Section 3(b) hereof, Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Notes Securities to be offered in exchange for the Initial Notes that are Transfer Restricted Securities and (ii) to permit resales of Exchange Notes Purchased Securities held by Broker-Dealers that tendered into the Exchange Offer Initial Notes that such Broker-Dealer acquired for its own account as a result of its market-making activities or other trading activities (other than Initial Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) hereof (each, a "Participating Broker Dealer")hereof.

Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permitted by applicable federal law or Commission policy (after the procedures set forth in Section 6(a)(i) hereof below have been complied with), the Company and the Guarantors shall use their respective reasonable best efforts to (i) use all commercially reasonable efforts to cause the Exchange Offer Registration Statement to be filed with the Commission as promptly soon as practicable after the Closing Date, but in no event later than 90 days after the Closing Date (such 90th day, day being the "Filing Deadline"), ; (ii) use all commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective as promptly as practicableat the earliest possible time, but in no event later than 180 days after the Closing Date (such 180th day, day being the "Effectiveness Deadline"), ; (iii) in connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it to become effective, and ; (B) subject file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the proviso in Section 6(c)(xiiAct; and (C) hereof, cause all necessary filings, if any, in connection with the registration and qualification of the Exchange Series B Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, ; and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and, within the time periods contemplated by Section 3(b) hereof, and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Series B Notes to be offered in exchange for the Initial Series A Notes that are Transfer Restricted Securities Securities; and (ii) resales of Exchange Series B Notes by Broker-Dealers that tendered into the Exchange Offer Initial Series A Notes that such Broker-Dealer acquired for its own account as a result of its market-market making activities or other trading activities (other than Initial Series A Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) hereof (each, a "Participating Broker Dealer")below.