Common use of Registered Exchange Offer Clause in Contracts

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

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

Registered Exchange Offer. (a) Unless an the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a6(a)(i) hereof have been complied with), or there are no Transfer Restricted Securities outstanding, each of the Company and the Guarantors Issuers shall (i) use its commercially reasonable efforts to cause to be filed with the Commission on or prior to the 120th day after the Initial Placement, a Registration Statement under the Securities Act relating to the Exchange Securities and the related Exchange Offer for the Transfer Restricted Securities and Offer, (ii) use their commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effectiveeffective on or prior to the 210th day after the Initial Placement, (iii) in connection with the foregoing, file (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) if applicable, file a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) use their commercially reasonable efforts to cause all necessary filings in connection with the registration and qualification of the Exchange Securities registered pursuant to such Exchange Offer Registration Statement to be made under the state securities or blue sky laws of such jurisdictions as are necessary any Holder shall reasonably request in writing by the time the Exchange Offer Registration Statement is declared effective by the Commission, it being agreed that no such registration or qualification will be made unless so requested, to permit Consummation of such the Exchange Offer; provided, however, that none of the Issuers or any of the Guarantors shall be required to (x) qualify as a foreign corporation or as a dealer in securities in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(a), or (y) take any action which would subject it to general service of process or taxation in any such jurisdiction where it is not then so subject and (iv) upon as promptly as practicable after the effectiveness of such Exchange Offer Registration Statement, commence the Exchange Offer with respect to the Securities registered pursuant to such Offer. The Exchange Offer Registration Statement. The Company shall use commercially reasonable efforts to Consummate such Exchange Offer with respect to the Securities registered pursuant to such Exchange Offer Registration Statement not later than 270 days following the Closing Date (or if such 270th day is not a Business Day, the next succeeding Business Day) (the “Exchange Date”). Such Exchange Offer, if required pursuant to this Section 3(a), shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of such Transfer Restricted Initial Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.. The Issuers and the Guarantors shall commence the Exchange Offer by mailing or otherwise furnishing the related Prospectus, appropriate letter of transmittal and other accompanying documents to each Holder of record stating, in addition to such other disclosures as are required by applicable law, substantially the following:

Registered Exchange Offer. (a) Unless an the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof have been complied with), or there are no Transfer Restricted Securities outstanding, each of the Company and the Guarantors shall (i) use its commercially reasonable efforts to cause to be filed file with the Commission a Registration Statement with respect to a registered offer to exchange the Initial Securities for Exchange Securities under the Indenture in the same aggregate principal amount as and with terms that shall be identical in all respects to the Initial Securities Act relating to (except that the Exchange Securities shall not contain terms with respect to the interest rate step-up provision and the related Exchange Offer for the Transfer Restricted Securities and transfer restrictions), (ii) use their commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effectiveeffective under the Securities Act, (iii) in connection with the foregoing, file (A) all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities registered pursuant to such Exchange Offer Registration Statement to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of such the Exchange Offer, and (iv) upon the effectiveness of promptly after such Exchange Offer Registration StatementStatement is declared effective, commence the Exchange Offer with respect to the Securities registered pursuant to such Exchange Offer Registration StatementOffer. The Company shall use commercially reasonable efforts to Consummate such Exchange Offer with respect to the Securities registered pursuant to such Exchange Offer Registration Statement not later than 270 days following the Closing Date (or if such 270th day is not a Business Day, the next succeeding Business Day) (the “Exchange Date”). Such Exchange Offer, if required pursuant to this Section 3(a), shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of such Transfer Restricted Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.

Registered Exchange Offer. (a) Unless an the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof have been complied with), or there are no Transfer Restricted Securities outstanding, each of the Company and the Guarantors Issuer shall (i) use its commercially reasonable efforts to cause to be filed with the Commission as soon as practicable after the Closing Date, but in no event later than 180 days after the Closing Date (or if such 180th day is not a Business Day, the next succeeding Business Day), a Registration Statement under the Securities Act relating to the Exchange Securities and the related Exchange Offer for the Transfer Restricted Securities and Offer, (ii) use commercially its reasonable best efforts to cause such Exchange Offer Registration Statement to become effectivebe declared 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 such Exchange Offer Registration Statement to become effective, (B) if applicable, file a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) use its reasonable best efforts to cause all necessary filings in connection with the registration and qualification of the Exchange Securities registered pursuant to such Exchange Offer Registration Statement to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of such the Exchange Offer; provided, however, that neither the Issuer nor the Guarantors shall be required to (x) qualify as a foreign corporation or as a dealer in securities in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(a) or (y) take any action which would subject it to general service of process or taxation in any such jurisdiction where it is not then so subject and (iv) upon as promptly as practicable after the effectiveness of such Exchange Offer Registration Statement, commence the Exchange Offer with respect to the Securities registered pursuant to such Exchange Offer Registration StatementOffer. The Company Issuer and each of the Guarantors shall use commercially their reasonable best efforts to Consummate such the Exchange Offer with respect to the Securities registered pursuant to such Exchange Offer Registration Statement not later than 270 days following the Closing Date (or if such 270th day is not a Business Day, the next succeeding Business Day) (the “Exchange Date”). Such The Exchange Offer, if required pursuant to this Section 3(a), Offer shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of such Transfer Restricted Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.

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

Registered Exchange Offer. (a) Unless an the Exchange Offer shall not be permissible under applicable law or Commission policy (after in the procedures set forth in Section 6(a) hereof have been complied withreasonable advice of counsel to the Company), or there are no Transfer Restricted Securities outstanding, each of the Company and the Guarantors shall (i) use its commercially reasonable efforts to cause to be filed with the Commission Commission, a Registration Statement under the Securities Act relating to the Exchange Securities and the related Exchange Offer for the Transfer Restricted Securities and Offer, (ii) use its commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective, (iii) in connection with the foregoing, file (A) all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities registered pursuant to such Exchange Offer Registration Statement to be made under the state securities or blue sky laws of such jurisdictions as are reasonably necessary to permit Consummation of such the Exchange Offer; provided, however, that none of the Company or the Guarantors shall be required to register or qualify as a foreign corporation where it is not then so qualified or to take any action that would subject it to the service of process in suits or to taxation in any jurisdiction where it is not then so subject, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence the Exchange Offer with respect to the Securities registered pursuant to such Exchange Offer Registration Statement. The Company shall use its commercially reasonable efforts to Consummate such the Exchange Offer with respect to the Securities registered pursuant to such Exchange Offer Registration Statement not later than 270 366 days following the Closing Date (or if such 270th 366th day is not a Business Day, the next succeeding Business Day) (the “Exchange Date”); provided, however, that the Company shall not be required to Consummate such Exchange Offer if all of the Securities are Freely Tradable on or before the Exchange Date. Such The Exchange Offer, if required pursuant to this Section 3(a), shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of such Transfer Restricted Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.

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

Registered Exchange Offer. (a) Unless an the Exchange Offer shall not be permissible under applicable law or Commission policy (after so long as the procedures set forth in Section 6(a) hereof below are being or have been complied with), or there are no Transfer Restricted Securities outstanding, each of the Company Cinemark and the Guarantors shall (i) use its their commercially reasonable best efforts to cause to be filed with the Commission a Commission, not later than 30 days after the Closing Date, the Exchange Offer Registration Statement under the Securities Act relating to the Exchange Securities Notes and the related Exchange Offer for the Transfer Restricted Securities and Offer, (ii) use their commercially reasonable best efforts to cause such Exchange Offer Registration Statement to become effectivebe declared effective by the Commission at the earliest practicable time, but not later than 90 days after the Closing Date, (iii) in connection with the foregoing, file (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) if applicable, file a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities registered pursuant to such Exchange Offer Registration Statement Notes to be made under the state securities or blue sky Blue Sky laws of such jurisdictions as are necessary to permit Consummation of such the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence the Exchange Offer with respect to the Securities registered pursuant to such Exchange Offer Registration Statement. The Company shall and use their commercially reasonable best efforts to Consummate such the Exchange Offer. The Exchange Offer with respect to the Securities registered pursuant to such Exchange Offer Registration Statement not later than 270 days following the Closing Date (or if such 270th day is not a Business Day, the next succeeding Business Day) (the “Exchange Date”). Such Exchange Offer, if required pursuant to this Section 3(a), shall be on the an appropriate form permitting registration of the Exchange Securities Notes to be offered in exchange for the Transfer Restricted Applicable Securities and to permit resales of such Transfer Restricted Securities held by Broker-Dealers as contemplated by Section 3(c) hereofbelow. If, after such Exchange Offer Registration Statement initially is declared effective by the Commission, the Exchange Offer or the issuance of Exchange Notes thereunder or the sale of Applicable Securities pursuant thereto as contemplated by Section 3(c) below is interfered with by any stop order, injunction or other order or requirement of the Commission or any other governmental agency or court, such Exchange Offer Registration Statement shall be deemed not to have become effective for purposes of this Agreement during the period that such stop order, injunction or other similar order or requirement shall remain in effect.

Registered Exchange Offer. (a) Unless an the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof have been complied with), or there are no Transfer Restricted Securities outstanding, each of the Company and the Guarantors shall (i) use its commercially reasonable efforts to cause to be filed with the Commission a Registration Statement under the Securities Act relating to the Exchange Securities and the related Exchange Offer for the Transfer Restricted Securities and (ii) use commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effectiveto, (iii) in connection with the foregoing, file (A) all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities registered pursuant to such Exchange Offer Registration Statement to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of such Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence the Exchange Offer with respect to the Securities registered pursuant to such Exchange Offer Registration Statement. The Company shall use commercially reasonable efforts to Consummate such Exchange Offer with respect to the Securities registered pursuant to such Exchange Offer Registration Statement not later than 270 within 365 days following the Closing Date (or if such 270th 365th day is not a Business Day, the next succeeding Business Day) (such day, the “Exchange DateDeadline”). Such , (i) file with the Commission a Registration Statement relating to an offer to exchange (such Registration Statement, the “Exchange Offer Registration Statement,” and such offer, the “Exchange Offer”) any and all of the Securities for a like aggregate principal amount of debt securities issued by the Company and guaranteed by the Guarantors under the Indenture, if required which debt securities and related Guarantees are substantially identical to the Securities and the related Guarantees, respectively (and are entitled to the benefits of the Indenture), except that they have been registered pursuant to this an effective registration statement under the Securities Act and do not contain provisions for Additional Interest as contemplated in Section 3(a5 below (such new debt securities and the related Guarantees, the “Exchange Securities”), (ii) have the Exchange Offer Registration Statement declared effective by the Commission, and (iii) unless the Exchange Offer would not be permitted by applicable law or Commission policy, (A) commence the Exchange Offer and (B) issue Exchange Securities in exchange for all Registrable Securities validly tendered prior thereto and accepted for exchange pursuant to the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Registrable Securities and to permit resales of such Transfer Restricted Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.

Registered Exchange Offer. (a) Unless an the Company has reasonably determined that the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof have been complied with), or there are no Transfer Restricted Securities outstanding, each of the Company and the Guarantors shall (i) use its their commercially reasonable efforts to cause to be filed file with the Commission a Registration Statement under the Securities Act relating to the Exchange Securities and the related Exchange Offer for the Transfer Restricted Securities and Offer, (ii) use their commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effectiveeffective on or prior to the 390th day after the Closing Date (or if such 390th day is not a Business Day, the next succeeding Business Day) (the “Exchange Date”), (iii) in connection with the foregoing, file (A) all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) use its commercially reasonable efforts to cause all necessary filings in connection with the registration and qualification of the Exchange Securities registered pursuant to such Exchange Offer Registration Statement to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of such the Exchange Offer; provided, however, that the Company and the Guarantors shall not be required to (x) qualify as a foreign corporation or as a dealer in securities in any jurisdiction where it would not be otherwise required to qualify but for this Section 3(a) or (y) take any action that would subject it to general service of process or taxation in any such jurisdiction where it is not then so subject, and (iv) upon as promptly as practicable following the effectiveness of such Exchange Offer Registration Statement, commence the Exchange Offer with respect to the Securities registered pursuant to such Exchange Offer Registration StatementOffer. The Company shall use commercially reasonable efforts to Consummate such Exchange Offer with respect to the Securities registered pursuant to such Exchange Offer Registration Statement not later than 270 days following the Closing Date (or if such 270th day is not a Business Day, the next succeeding Business Day) (the “Exchange Date”). Such Exchange Offer, if required pursuant to this Section 3(a), shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of such Transfer Restricted Initial Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.

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

Registered Exchange Offer. (a) Unless an the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof have been complied with), or there are no Transfer Restricted Securities outstanding, each of the Company and the Guarantors shall (i) use its commercially reasonable efforts to cause to be filed with the Commission a Registration Statement under the Securities Act relating to the Exchange Securities and the related Exchange Offer for the Transfer Restricted Securities and (ii) use commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective, (iii) in connection with the foregoing, file (A) all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities registered pursuant to such Exchange Offer Registration Statement to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of such the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence the Exchange Offer with respect to the Securities registered pursuant to such Exchange Offer Registration StatementOffer. The Company shall use commercially reasonable efforts to Consummate such the Exchange Offer with respect to the Securities registered pursuant to such Exchange Offer Registration Statement not later than 270 366 days following the Closing Date (or if such 270th 366th day is not a Business Day, the next succeeding Business Day) (the “Exchange Date”); provided, however, that the Company shall not be required to Consummate such Exchange Offer if all of the Securities are Freely Tradable (other than such Securities held by affiliates of the Company) on or before the Exchange Date. Such The Exchange Offer, if required pursuant to this Section 3(a), shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of such Transfer Restricted Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.

Registered Exchange Offer. (a) Unless an Exchange Offer The Company shall not be permissible under applicable law or Commission policy (prepare and, as promptly as reasonably practicable after the procedures set forth in Section 6(a) hereof have been complied withdate on which the Company delivers the Notes to the Initial Purchasers (the "Closing Date"), or there are no Transfer Restricted Securities outstanding, each of the Company and the Guarantors shall (i) use its commercially reasonable efforts to cause to be filed file with the Securities and Exchange Commission (the "Commission") a Registration Statement registration statement on an appropriate form under the Securities Act relating of 1933, as amended (the "Securities Act"), with respect to a proposed offer (the "Registered Exchange Offer") to the Exchange Securities holders of the Notes to issue and the related Exchange Offer deliver to such holders, in exchange for the Transfer Restricted Securities Notes, a like principal amount of debt securities of the Company identical in all material respects to, and entitled to substantially the same benefits of, the Notes (ii) the "New Notes"), shall use commercially all reasonable efforts to cause such registration statement to become effective under the Securities Act and, following the declaration of the effectiveness of that registration statement, shall use all reasonable efforts to commence the Registered Exchange Offer Registration Statement and shall cause the same to become effectiveremain open for a period of not less than the period required under applicable Federal and state securities laws, and to be conducted in accordance with such procedures as may be required by the applicable provisions of the Securities Exchange Act of 1934, as amended (iiithe "Exchange Act"), it being the objective of such Registered Exchange Offer to enable each holder of Notes electing to exchange Notes for New Notes (assuming that such holder is not an affiliate of the Company within the meaning of the Securities Act, acquires the New Notes in the ordinary course of such holder's business and has no arrangements with any person to participate in the distribution of the New Notes) to trade such New Notes from and after their receipt without any limitations or restrictions under the Securities Act (subject to any applicable requirement that broker-dealers deliver a prospectus meeting the requirements of the Securities Act in connection with sales of New Notes received by them in the Registered Exchange Offer). In connection with such Registered Exchange Offer, the Company shall take such other action, including, without limitation, appropriate filings under state securities laws, as may be necessary to realize the foregoing objective. The New Notes may be issued in the Registered Exchange Offer under (i) the Indenture or (ii) an indenture substantially similar to the Indenture, and will not be subject to the transfer restrictions described in the Offering Memorandum (subject to any applicable requirement that broker-dealers deliver a prospectus meeting the requirements of the Securities Act in connection with sales of New Notes received by them in the Registered Exchange Offer), and the New Notes and the Notes will vote and consent together on all matters as one class and neither the New Notes nor the Notes will have the right to vote or consent as a separate class on any matter. The Company agrees that for a period of 90 days after consummation of the Registered Exchange Offer it will make available a prospectus meeting the requirements of the Securities Act (which may be the prospectus used in connection with the foregoing, file (ARegistered Exchange Offer) all preto any broker-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings dealer for use in connection with any resale of New Notes acquired by such broker-dealer in the registration and qualification of the Exchange Securities registered pursuant to such Exchange Offer Registration Statement to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of such Registered Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence the Exchange Offer with respect to the Securities registered pursuant to such Exchange Offer Registration Statement. The Company shall use commercially reasonable efforts to Consummate such Exchange Offer with respect to the Securities registered pursuant to such Exchange Offer Registration Statement not later than 270 days following the Closing Date (or if such 270th day is not a Business Day, the next succeeding Business Day) (the “Exchange Date”). Such Exchange Offer, if required pursuant to this Section 3(a), shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of such Transfer Restricted Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.

Registered Exchange Offer. (a) Unless an the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof below have been complied with), or there are no Transfer Restricted Securities outstanding, each of the Company and the Guarantors shall (i) use its commercially reasonable best efforts to cause to be filed with the Commission a as soon as practicable after the Closing Date, but in no event later than 150 days after the Closing Date, an Exchange Offer Registration Statement under the Securities Act relating to the Exchange Securities and the related Exchange Offer for the Transfer Restricted Securities and Offer, (ii) use commercially its reasonable best efforts to cause such Exchange Offer Registration Statement to become effectiveeffective at the earliest possible time, but in no event later than 180 days after the Closing Date, (iii) in connection with the foregoing, file (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) if applicable, file a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities registered pursuant to such Exchange Offer Registration Statement to be made under the state securities or blue sky Blue Sky laws of such jurisdictions as are necessary to permit Consummation of such the Exchange Offer, and (iv) upon after the effectiveness of such Exchange Offer Registration StatementStatement has been declared effective, immediately commence the Exchange Offer with respect to and promptly, but in no event later than 30 business days after the Securities registered pursuant to such Exchange Offer Registration Statement. The Company shall use commercially reasonable efforts to Consummate such Exchange Offer with respect to the Securities registered pursuant to date on which such Exchange Offer Registration Statement not later than 270 days following was declared effective by the Closing Date (or if such 270th day is not a Business DayCommission, issue Exchange Securities in exchange for all Securities tendered prior thereto in the next succeeding Business Day) (the “Exchange Date”). Such Exchange Offer, if required pursuant to this Section 3(a), . The Exchange Offer Registration Statement shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of such Transfer Restricted Exchange Securities held by Broker-Dealers as contemplated by Section 3(c) hereofbelow.

Registered Exchange Offer. (a) Unless an the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof have been complied with), or there are no Transfer Restricted Securities outstanding, each of the Company Issuers and the Initial Guarantors shall (i) use its commercially reasonable efforts to cause to be filed with the Commission Commission, a Registration Statement under the Securities Act relating to the Exchange Securities and the related Exchange Offer for the Transfer Restricted Securities and Offer, (ii) use their commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effectiveeffective under the Securities Act, (iii) in connection with the foregoing, file (A) all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities registered pursuant to such Exchange Offer Registration Statement to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of such the Exchange Offer, and (iv) upon promptly after the effectiveness of such Exchange Offer Registration Statement, commence the Exchange Offer with respect to the Securities registered pursuant to such Exchange Offer Registration StatementOffer. The Company Issuers and the Initial Guarantors shall use their commercially reasonable efforts to Consummate such the Exchange Offer with respect to the Securities registered pursuant to such Exchange Offer Registration Statement not later than 270 366 days following the Closing Date (or if such 270th 366th day is not a Business Day, the next succeeding Business Day) (the “Exchange Date”); provided, however, that the Issuers shall not be required to Consummate such Exchange Offer if all of the Securities are Freely Tradable on or before the Exchange Date. Such The Exchange Offer, if required pursuant to this Section 3(a), shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of such Transfer Restricted Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.

Registered Exchange Offer. (a) Unless an the Exchange Offer shall not be permissible under applicable law or Commission policy (after so long as the procedures set forth in Section 6(a) hereof below are being or have been complied with), or there are no Transfer Restricted Securities outstanding, each of the Company and the Guarantors shall (i) use its commercially reasonable best efforts to cause to be filed with the Commission a Registration Statement under Commission, on or prior to 60 days after the Securities Act relating to Closing Date, the Exchange Securities and the related Exchange Offer for the Transfer Restricted Securities and Registration Statement, (ii) use commercially its reasonable best efforts to cause such Exchange Offer Registration Statement to become effectivebe declared effective by the Commission on or prior to 180 days after the Closing Date, (iii) in connection with the foregoing, file (A) all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and Act, (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities registered pursuant to such Exchange Offer Registration Statement Notes to be made under the state securities or blue sky Blue Sky laws of such jurisdictions as are necessary to permit Consummation of such the Exchange Offer, except as would subject the Company to service of process or general taxation where it is not currently subject, and (D) obtain all necessary approvals of the Nevada Gaming Commission in connection with the issuance of the Exchange Notes, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and Consummate the Exchange Offer with respect to the Securities registered pursuant to such Offer. The Exchange Offer Registration Statement. The Company shall use commercially reasonable efforts to Consummate such Exchange Offer with respect to the Securities registered pursuant to such Exchange Offer Registration Statement not later than 270 days following the Closing Date (or if such 270th day is not a Business Day, the next succeeding Business Day) (the “Exchange Date”). Such Exchange Offer, if required pursuant to this Section 3(a), shall be on the an appropriate form permitting registration of the Exchange Securities Notes to be offered in exchange for the Transfer Restricted Securities Notes and to permit resales of such Transfer Restricted Securities held by Broker-Dealers as contemplated by Section 3(c) hereofbelow. If, after such Exchange Offer Registration Statement initially is declared effective by the Commission, the Exchange Offer or the issuance of Exchange Notes thereunder or the sale of Transfer Restricted Securities pursuant thereto as contemplated by Section 3(c) below is interfered with by any stop order, injunction or other order or requirement of the Commission or any other governmental agency or court, such Exchange Offer Registration Statement shall be deemed not to have become effective for purposes of this Agreement during the period that such stop order, injunction or other similar order or requirement shall remain in effect.

Registered Exchange Offer. (a) Unless an If, in the reasonable opinion of the Company after consultation with counsel, (i) the Registered Exchange Offer shall not then be permissible under applicable law and (ii) a Registration Statement (the "EXCHANGE OFFER REGISTRATION Statement") with respect to the Series B Senior Notes, Series H Preferred Stock or Commission policy (Class H Subordinated Debentures, as applicable, and the Registered Exchange Offer reasonably can be filed after the procedures set forth in Section 6(a) hereof have been complied with)initial sale of Senior Notes and Preferred Stock pursuant hereto, or there are no Transfer Restricted Securities outstanding, each of the Company and the Guarantors shall (ia) use its commercially reasonable efforts to cause to be filed with the Commission after the Closing Date a Registration Statement under the Securities Act relating to the Exchange Securities Series B Senior Notes, Series H Preferred Stock or Class H Subordinated Debentures, as applicable, and the related Registered Exchange Offer for the Transfer Restricted Securities and Offer, (iib) use commercially its reasonable best efforts to cause such Exchange Offer Registration Statement to become effectiveeffective at the earliest possible time thereafter, (iiic) in connection with the foregoing, (1) file (A) all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B2) if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act Act, and (C3) use its reasonable best efforts to cause all necessary filings in connection with the registration and qualification of the Exchange Securities registered pursuant to such Exchange Offer Registration Statement Series B Senior Notes, Series H Preferred Stock or Class H Subordinated Debentures, as applicable, to be made registered under the state securities or blue sky Blue Sky laws of such jurisdictions as are necessary to permit Consummation of such the Registered Exchange Offer, and (ivd) upon the effectiveness of such Exchange Offer Registration Statement, commence the Registered Exchange Offer. The Registered Exchange Offer with respect to the Securities registered pursuant to such Exchange Offer Registration Statement. The Company shall use commercially reasonable efforts to Consummate such Exchange Offer with respect to the Securities registered pursuant to such Exchange Offer Registration Statement not later than 270 days following the Closing Date (or if such 270th day is not a Business Day, the next succeeding Business Day) (the “Exchange Date”). Such Exchange Offer, if required pursuant to this Section 3(a), shall be on the appropriate form permitting registration of the Exchange Securities Series B Senior Notes, Series H Preferred Stock or Class H Subordinated Debentures, as applicable, to be offered in exchange for the Transfer Restricted Securities and to permit resales of such Transfer Restricted Securities held by Broker-Dealers as contemplated by Section 3(c) hereofSecurities.

Registered Exchange Offer. (a) Unless an the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof have been complied with), or there are no Transfer Restricted Securities outstanding, each of the Company and the Guarantors shall (i) use its commercially reasonable efforts to cause to be filed with the Commission a Registration Statement under the Securities Act relating to the Exchange Securities and the related Exchange Offer for the Transfer Restricted Securities and Offer, (ii) use its commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effectivebe declared effective by the Commission not later than 270 days after the 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) all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities registered pursuant to such Exchange Offer Registration Statement to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of such the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence the Exchange Offer with respect to be Consummated. Each of the Securities registered pursuant to such Exchange Offer Registration Statement. The Company and the Guarantors shall use its commercially reasonable efforts to Consummate such Exchange Offer with respect issue on or prior to 30 Business Days, or longer if required by the Securities registered pursuant to such federal securities laws, after the date on which the Exchange Offer Registration Statement is declared effective by the Commission, Exchange Securities in exchange for all Transfer Restricted Securities validly tendered and not later than 270 days following validly withdrawn in the Closing Date (or if such 270th day is not a Business Day, the next succeeding Business Day) Exchange Offer (the “Exchange Date”); provided, however, that the Company shall not be required to Consummate such Exchange Offer if all of the Securities have been distributed to the public pursuant to Rule 144 under the Securities Act on or before the Exchange Date. Such The Exchange Offer, if required pursuant to this Section 3(a), shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of such Transfer Restricted Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.

Registered Exchange Offer. (a) Unless an the Exchange Offer shall not be permissible under applicable law or Commission policy (after so long as the procedures set forth in Section 6(a) hereof below are being or have been complied with), or there are no Transfer Restricted Securities outstanding, each of the Company Cinemark and the Guarantors shall (i) use its their commercially reasonable best efforts to cause to be filed with the Commission a Commission, not later than 90 days after the Closing Date, the Exchange Offer Registration Statement under the Securities Act relating to the Exchange Securities Notes and the related Exchange Offer for the Transfer Restricted Securities and Offer, (ii) use their commercially reasonable best efforts to cause such Exchange Offer Registration Statement to become effectivebe declared effective by the Commission at the earliest practicable time, but not later than 180 days after the Closing Date, (iii) in connection with the foregoing, file (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) if applicable, file a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities registered pursuant to such Exchange Offer Registration Statement Notes to be made under the state securities or blue sky Blue Sky laws of such jurisdictions as are necessary to permit Consummation of such the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence the Exchange Offer with respect to the Securities registered pursuant to such Exchange Offer Registration Statement. The Company shall and use their commercially reasonable best efforts to Consummate such the Exchange Offer. The Exchange Offer with respect to the Securities registered pursuant to such Exchange Offer Registration Statement not later than 270 days following the Closing Date (or if such 270th day is not a Business Day, the next succeeding Business Day) (the “Exchange Date”). Such Exchange Offer, if required pursuant to this Section 3(a), shall be on the an appropriate form permitting registration of the Exchange Securities Notes to be offered in exchange for the Transfer Restricted Applicable Securities and to permit resales of such Transfer Restricted Securities held by Broker-Dealers as contemplated by Section 3(c) hereofbelow. If, after such Exchange Offer Registration Statement initially is declared effective by the Commission, the Exchange Offer or the issuance of Exchange Notes thereunder or the sale of Applicable Securities pursuant thereto as contemplated by Section 3(c) below is interfered with by any stop order, injunction or other order or requirement of the Commission or any other governmental agency or court, such Exchange Offer Registration Statement shall be deemed not to have become effective for purposes of this Agreement during the period that such stop order, injunction or other similar order or requirement shall remain in effect.

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

Registered Exchange Offer. (a) Unless an the Company has reasonably determined that the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof have been complied with), or there are no Transfer Restricted Securities outstanding, each of the Company and the Guarantors shall (i) use its commercially reasonable best efforts to cause to be filed file with the Commission on or prior to the earlier of (x) 360 days from the Closing Date (or if such 360th day is not a Business Day, the next succeeding Business Day) and (y) the date on which an exchange offer for the 2017 Exchange Notes similar to the Exchange Offer is consummated, a Registration Statement under the Securities Act relating to the Exchange Securities Notes and the related Exchange Offer for the Transfer Restricted Securities and Offer, (ii) use commercially its reasonable best efforts to cause such Exchange Offer Registration Statement to become effectiveeffective on or prior to the 360th day after the Closing Date (or if such 360th day is not a Business Day, the next succeeding Business Day), (iii) in connection with the foregoing, file (A) all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities registered pursuant to such Exchange Offer Registration Statement Notes to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of such the Exchange Offer; provided, however, that the Company shall not be required to (x) qualify as a foreign corporation or as a dealer in securities in any jurisdiction where it would not be otherwise required to qualify but for this Section 3(a) or (y) take any action which would subject it to general service of process or taxation in any such jurisdiction where it is not then so subject, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence the Exchange Offer with respect to the Securities registered pursuant to such Offer. The Exchange Offer Registration Statement. The Company shall use commercially reasonable efforts to Consummate such Exchange Offer with respect to the Securities registered pursuant to such Exchange Offer Registration Statement not later than 270 days following the Closing Date (or if such 270th day is not a Business Day, the next succeeding Business Day) (the “Exchange Date”). Such Exchange Offer, if required pursuant to this Section 3(a), shall be on the appropriate form permitting registration of the Exchange Securities Notes to be offered in exchange for the Transfer Restricted Securities and to permit resales of such Transfer Restricted Securities Initial Notes held by Broker-Dealers as contemplated by Section 3(c) hereof.

Registered Exchange Offer. (a) Unless an the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof below have been complied with), or there are no Transfer Restricted Securities outstanding, each of the Company and the Guarantors shall (i) use its commercially reasonable efforts to cause to be filed file with the Commission a an Exchange Offer Registration Statement with respect to a registered offer to exchange the Initial Securities for Exchange Securities under the Indenture in the same aggregate principal amount as and with terms that shall be identical in all respects to the Initial Securities Act relating to (except that the Exchange Securities shall not contain terms with respect to the interest rate step-up provision and the related Exchange Offer for the Transfer Restricted Securities and transfer restrictions), (ii) use their commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effectiveeffective under the Securities Act, (iii) in connection with the foregoing, file (A) all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) if applicable, a Prospectus supplement or post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities registered pursuant to such Exchange Offer Registration Statement to be made under the state securities or blue sky Blue Sky laws of such jurisdictions as are necessary to permit Consummation of such the Exchange Offer, Offer and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence the Exchange Offer with respect to the Securities registered pursuant to such Exchange Offer Registration Statement. The Company shall use commercially reasonable efforts to Consummate such Exchange Offer with respect to the Securities registered pursuant to promptly after such Exchange Offer Registration Statement not later than 270 days following is declared effective, commence the Closing Date (or if such 270th day is not a Business Day, the next succeeding Business Day) (the “Exchange Date”). Such Exchange Offer, if required pursuant to this Section 3(a), . The Exchange Offer Registration Statement shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of such Transfer Restricted Securities held by Broker-Dealers as contemplated by Section 3(c) hereofbelow.

Registered Exchange Offer. (a) Unless an the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a6(a)(i) hereof have been complied with), or there are no Transfer Restricted Securities outstanding, each of the Company and the Guarantors shall (i) use its commercially reasonable efforts to cause the Exchange Offer Registration Statement to be filed with the Commission a Registration Statement under the Securities Act relating to the Exchange Securities and the related Exchange Offer for the Transfer Restricted Securities and Commission, (ii) use commercially their reasonable best efforts to cause such Exchange Offer Registration Statement to become effective, (iii) in connection with the foregoing, file use reasonable best efforts to (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement it to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings filings, if any, in connection with the registration and qualification of the Exchange Securities registered pursuant to such Exchange Offer Registration Statement to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of such the Exchange Offer, provided, however, that neither the Company nor any Guarantor shall be required to take any action that would subject them to general service of process or taxation in any jurisdiction where they are not already subject, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence the Exchange Offer with respect to Offer. Each of the Securities registered pursuant to such Exchange Offer Registration Statement. The Company and the Guarantors shall use commercially reasonable efforts to Consummate such Exchange Offer with respect to file the Securities registered pursuant to such Exchange Offer Registration Statement not with the Commission as soon as practicable after the Closing Date and use reasonable best efforts to have the Exchange Offer Registration Statement declared effective as soon as practicable thereafter and in no event Consummate the Exchange Offer later than 270 days following the 180th day after the Closing Date (or if such 270th 180th day is not a Business Day, the next succeeding Business Day) (being the “Exchange Date”). Such The Exchange Offer, if required pursuant to this Section 3(a), shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of such Transfer Restricted Initial Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.

Registered Exchange Offer. (a) Unless an the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof have been complied with), or there are no Transfer Restricted Securities outstanding, each of the Company Issuers and the Guarantors shall (i) use its commercially reasonable efforts to cause to be filed with the Commission as soon as practicable after the Closing Date, but in no event later than 180 days after the Closing Date (or if such 180th day is not a Business Day, the next succeeding Business Day), a Registration Statement under the Securities Act relating to the Exchange Securities and the related Exchange Offer for the Transfer Restricted Securities and Offer, (ii) use commercially its reasonable best efforts to cause such Exchange Offer Registration Statement to become effectiveeffective at the earliest possible time, but in no event later than 270 days after the 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) all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) use their reasonable best efforts to cause all necessary filings in connection with the registration and qualification of the Exchange Securities registered pursuant to such Exchange Offer Registration Statement to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of such the Exchange Offer, provided, however, that the no Issuer or Guarantor shall be required to (1) qualify as a foreign corporation or as a dealer in securities in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(a), or (2) take any action which would subject it to general service of process or taxation in any such jurisdiction where it is not then so subject, and (iv) upon as promptly as practicable after the effectiveness of such Exchange Offer Registration Statement, commence the Exchange Offer with respect to the Securities registered pursuant to such Offer. The Exchange Offer Registration Statement. The Company shall use commercially reasonable efforts to Consummate such Exchange Offer with respect to the Securities registered pursuant to such Exchange Offer Registration Statement not later than 270 days following the Closing Date (or if such 270th day is not a Business Day, the next succeeding Business Day) (the “Exchange Date”). Such Exchange Offer, if required pursuant to this Section 3(a), shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of such Transfer Restricted Initial Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.

Registered Exchange Offer. (a) Unless an the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof below have been complied with), ) or there are no Transfer Restricted Securities outstanding, each one of the Company and events set forth in Section 4(a)(ii) has occurred the Guarantors Issuing Parties shall (i) use its commercially reasonable efforts to cause to be filed with the Commission promptly after the Closing Date, but in no event later than 150 days after the Closing Date, a Registration Statement under the Securities Act relating to the Exchange Securities and the related Exchange Offer for the Transfer Restricted Securities and Offer, (ii) use commercially reasonable their best efforts to cause such Exchange Offer Registration Statement to become effectiveeffective no later than 210 days after the Closing Date, (iii) in connection with the foregoing, file (A) all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities registered pursuant to such Exchange Offer Registration Statement to be made under the state securities or blue sky Blue Sky laws of such jurisdictions as are necessary to permit Consummation of such the Exchange Offer, and (iv) upon unless the effectiveness of such Exchange Offer Registration Statementwould not be permitted by applicable law or Commission policy, the Issuing Parties will commence the Exchange Offer with respect and use their best efforts to issue on or prior to 30 business days after the date on which such Registration Statement was declared effective by the Commission, Exchange Securities registered pursuant to such in exchange for all Transfer Restricted Securities tendered prior thereto in the Exchange Offer. The Exchange Offer Registration Statement. The Company shall use commercially reasonable efforts to Consummate such Exchange Offer with respect to the Securities registered pursuant to such Exchange Offer Registration Statement not later than 270 days following the Closing Date (or if such 270th day is not a Business Day, the next succeeding Business Day) (the “Exchange Date”). Such Exchange Offer, if required pursuant to this Section 3(a), shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of such Transfer Restricted Exchange Securities held by Broker-Dealers as contemplated by Section 3(c) hereofbelow. The 90, 150 and 30 business day periods referred to in (i), (ii) and (iii) of this Section 3(a) shall not include any period during which the Issuing Parties are pursuing a Commission ruling pursuant to Section 6(a)(i) below.

Registered Exchange Offer. (a) Unless an the Exchange Offer shall not be permissible under applicable law or Commission policy (after so long as the procedures set forth in Section 6(a) hereof below are being or have been complied with), or there are no Transfer Restricted Securities outstanding, each of the Company Cinemark and the Guarantors shall (i) use its their commercially reasonable best efforts to cause to be filed with the Commission a Commission, not later than 120 days after the Closing Date, the Exchange Offer Registration Statement under the Securities Act relating to the Exchange Securities Notes and the related Exchange Offer for the Transfer Restricted Securities and Offer, (ii) use their commercially reasonable best efforts to cause such Exchange Offer Registration Statement to become effectivebe declared effective by the Commission at the earliest practicable time, but not later than 210 days after the Closing Date, (iii) in connection with the foregoing, file (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) if applicable, file a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities registered pursuant to such Exchange Offer Registration Statement Notes to be made under the state securities or blue sky Blue Sky laws of such jurisdictions as are necessary to permit Consummation of such the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence the Exchange Offer with respect to the Securities registered pursuant to such Exchange Offer Registration Statement. The Company shall and use their commercially reasonable best efforts to Consummate such the Exchange Offer. The Exchange Offer with respect to the Securities registered pursuant to such Exchange Offer Registration Statement not later than 270 days following the Closing Date (or if such 270th day is not a Business Day, the next succeeding Business Day) (the “Exchange Date”). Such Exchange Offer, if required pursuant to this Section 3(a), shall be on the an appropriate form permitting registration of the Exchange Securities Notes to be offered in exchange for the Transfer Restricted Applicable Securities and to permit resales of such Transfer Restricted Securities held by Broker-Dealers as contemplated by Section 3(c) hereofbelow. If, after such Exchange Offer Registration Statement initially is declared effective by the Commission, the Exchange Offer or the issuance of Exchange Notes thereunder or the sale of Applicable Securities pursuant thereto as contemplated by Section 3(c) below is interfered with by any stop order, injunction or other order or requirement of the Commission or any other governmental agency or court, such Exchange Offer Registration Statement shall be deemed not to have become effective for purposes of this Agreement during the period that such stop order, injunction or other similar order or requirement shall remain in effect.

Registered Exchange Offer. (a) Unless an the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof have been complied with), or there are no Transfer Restricted Securities outstanding, each of the Company and the Guarantors shall (i) use its commercially reasonable efforts to cause to be filed with the Commission a Registration Statement under the Securities Act relating to the Exchange Securities and the related Exchange Offer for the Transfer Restricted Securities and Offer, (ii) use its commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effectivebe declared effective by the Commission not later than 270 days after February 19, 2020 (or if such 270th day is not a Business Day, the next succeeding Business Day), (iii) in connection with the foregoing, file (A) all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities registered pursuant to such Exchange Offer Registration Statement to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of such the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence the Exchange Offer with respect to be Consummated. Each of the Securities registered pursuant to such Exchange Offer Registration Statement. The Company and the Guarantors shall use its commercially reasonable efforts to Consummate such Exchange Offer with respect issue on or prior to 30 Business Days, or longer if required by the Securities registered pursuant to such federal securities laws, after the date on which the Exchange Offer Registration Statement is declared effective by the Commission, Exchange Securities in exchange for all Transfer Restricted Securities validly tendered and not later than 270 days following validly withdrawn in the Closing Date (or if such 270th day is not a Business Day, the next succeeding Business Day) Exchange Offer (the “Exchange Date”); provided, however, that the Company shall not be required to Consummate such Exchange Offer if all of the Securities have been distributed to the public pursuant to Rule 144 under the Securities Act on or before the Exchange Date. Such The Exchange Offer, if required pursuant to this Section 3(a), shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of such Transfer Restricted Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.

Registered Exchange Offer. (a) Unless an Unless, due to a change in federal law or Commission policy after the date hereof, the Exchange Offer shall not be permissible under permitted by applicable federal law or Commission policy (after the procedures set forth in Section 6(a) hereof have been complied with)policy, or there are no Transfer Restricted Securities outstanding, each of the Company shall (and the Guarantors shall cause each Subsidiary Guarantor to) (i) use its commercially reasonable efforts to cause to be filed (including by way of a "confidential" filing) with the Commission a Registration Statement under on or prior to 90 days after the Securities Act relating to the Exchange Securities and the related Original Issue Date, an Exchange Offer for the Transfer Restricted Securities and Registration Statement, (ii) use commercially reasonable its best efforts to cause such Exchange Offer Registration Statement to become effective, be declared effective by the Commission on or prior to 150 days after the Original Issue Date and (iii) in use its best efforts to consummate the Exchange Offer within 180 days after the Original Issue Date. In connection with the foregoing, file the Company shall (and shall cause each Subsidiary Guarantor to) (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) if applicable, file a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and Act, (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities registered pursuant to such Exchange Offer Registration Statement New Notes to be made under the state securities or blue sky Blue Sky laws of such jurisdictions as are necessary to permit Consummation of such the Exchange Offer, and (ivD) upon the effectiveness of such Exchange Offer Registration Statement, commence the Exchange Offer with respect and use its best efforts to issue New Notes in exchange for all Existing Notes tendered and not withdrawn prior to the Securities registered pursuant to such expiration of the Exchange Offer. The Exchange Offer Registration Statement. The Company shall use commercially reasonable efforts to Consummate such Exchange Offer with respect to the Securities registered pursuant to such Exchange Offer Registration Statement not later than 270 days following the Closing Date (or if such 270th day is not a Business Day, the next succeeding Business Day) (the “Exchange Date”). Such Exchange Offer, if required pursuant to this Section 3(a), shall be on the appropriate form permitting registration of the Exchange Securities New Notes to be offered in exchange for the Existing Notes that are Transfer Restricted Securities and to permit permitting resales of such Transfer Restricted Securities New Notes held by Broker-Dealers as contemplated by Section 3(c) hereofbelow. If, after such Exchange Offer Registration Statement initially is declared effective by the Commission, the Exchange Offer or the issuance of New Notes under the Exchange Offer or the resale of New Notes received by Broker-Dealers in the Exchange Offer as contemplated by Section 3(c) below is interrupted by any stop order, injunction or other order or requirement of the Commission or any other governmental agency or court, such Exchange Offer Registration Statement shall be deemed not to have become effective for purposes of this Agreement during the period that such interruption shall continue.

Registered Exchange Offer. (a) Unless an the Exchange Offer shall not be permissible under permitted by applicable federal law or Commission policy (after the procedures set forth in Section 6(a) hereof have been complied with)policy, or there are no Transfer Restricted Securities outstanding, each of the Company and the Guarantors shall (i) use its commercially reasonable efforts to cause to be filed with the Commission a on or prior to 45 days after the Issue Date, an Exchange Offer Registration Statement under the Securities Act relating to the Exchange Securities New Notes and the related Exchange Offer for the Transfer Restricted Securities and (ii) use commercially reasonable its best efforts to cause such Exchange Offer Registration Statement to become effective, (iii) in be declared effective by the Commission on or prior to 90 days after the Issue Date. In connection with the foregoing, file the Company shall (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) if applicable, file a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and Act, (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities registered pursuant to such Exchange Offer Registration Statement New Notes to be made under the state securities or blue sky Blue Sky laws of such jurisdictions as are necessary to permit Consummation of such the Exchange Offer; provided, however, that the Company shall not be obligated to qualify as a foreign corporation in any jurisdiction in which it is not so qualified or to take any action which would subject it to general service of process or taxation in any jurisdiction where it is not so subject and (ivD) upon the effectiveness of such Exchange Offer Registration Statement, commence the Exchange Offer with respect to the Securities registered pursuant to such Exchange Offer Registration Statement. The Company shall and use commercially reasonable its best efforts to Consummate such Exchange Offer with respect issue on or prior to 45 days after the Securities registered pursuant to date on which such Exchange Offer Registration Statement not later than 270 days following is declared effective by the Closing Date (or if such 270th day is not a Business DayCommission, New Notes in exchange for all Old Notes tendered prior thereto in the next succeeding Business Day) (the “Exchange Date”). Such Exchange Offer, if required pursuant to this Section 3(a), . The Exchange Offer shall be on the appropriate form permitting registration of the Exchange Securities New Notes to be offered in exchange for the Old Notes that are Transfer Restricted Securities and to permit permitting resales of such Transfer Restricted Securities New Notes held by Broker-Dealers as contemplated by Section 3(c) hereofbelow. If, after such Exchange Offer Registration Statement initially is declared effective by the Commission, the Exchange Offer or the issuance of New Notes under the Exchange Offer or the resale of New Notes received by Broker-Dealers in the Exchange Offer as contemplated by Section 3(c) below is interfered with by any stop order, injunction or other order or requirement of the Commission or any other governmental agency or court, such Exchange Offer Registration Statement shall be deemed not to have become effective for purposes of this Agreement during the period that such stop order, injunction or other similar order or requirement shall remain in effect.

Registered Exchange Offer. (a) Unless an the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof have been complied with), or there are no Transfer Restricted Securities outstanding, each of the Company and the Guarantors shall (i) use its commercially reasonable efforts to cause to be filed with the Commission a Registration Statement under the Securities Act relating to the Exchange Securities and the related Exchange Offer for the Transfer Restricted Securities and Offer, (ii) use its commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effectivebe declared effective by the Commission not later than 240 days after the Closing Date (or if such 240th day is not a Business Day, the next succeeding Business Day), (iii) in connection with the foregoing, file (A) all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities registered pursuant to such Exchange Offer Registration Statement to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of such the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence the Exchange Offer with respect to Offer. Each of the Securities registered pursuant to such Exchange Offer Registration Statement. The Company and the Guarantors shall use its commercially reasonable efforts to Consummate such Exchange Offer with respect issue on or prior to 30 Business Days, or longer if required by the Securities registered pursuant to such federal securities laws, after the date on which the Exchange Offer Registration Statement is declared effective by the Commission, Exchange Securities in exchange for all Transfer Restricted Securities validly tendered and not later than 270 days following validly withdrawn in the Closing Date (or if such 270th day is not a Business Day, the next succeeding Business Day) Exchange Offer (the “Exchange Date”); provided, however, that the Company shall not be required to Consummate such Exchange Offer if all of the Securities have been distributed to the public pursuant to Rule 144 under the Securities Act on or before the Exchange Date. Such The Exchange Offer, if required pursuant to this Section 3(a), shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of such Transfer Restricted Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.

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

Registered Exchange Offer. (a) Unless an the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof have been complied with), or there are no Transfer Restricted Securities outstanding, each of the Company and the Guarantors shall (i) use its commercially reasonable efforts to cause to be filed with the Commission no later than 180 days after the Closing Date (or if such 180th day is not a Business Day, the next succeeding Business Day), a Registration Statement under the Securities Act relating to the Exchange Securities and the related Exchange Offer for the Transfer Restricted Securities and Offer, (ii) use its commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effectiveeffective at the earliest possible time, but no later than 240 days after the Closing Date (or if such 240th 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 such Exchange Offer Registration Statement to become effective, (B) if applicable, file a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities registered pursuant to such Exchange Offer Registration Statement to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of such the Exchange Offer; provided, that the Company and the Guarantors shall not be required to qualify generally to do business in any jurisdiction where it is not then so qualified or to take any action which would subject it to general service of process or taxation in any jurisdiction where it is not then so subject; and (iv) upon promptly after the effectiveness of such Exchange Offer Registration Statement, commence the Exchange Offer with respect to the Securities registered pursuant to such Offer. The Exchange Offer Registration Statement. The Company shall use commercially reasonable efforts to Consummate such Exchange Offer with respect to the Securities registered pursuant to such Exchange Offer Registration Statement not later than 270 days following the Closing Date (or if such 270th day is not a Business Day, the next succeeding Business Day) (the “Exchange Date”). Such Exchange Offer, if required pursuant to this Section 3(a), shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of such Transfer Restricted Initial Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.

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

Registered Exchange Offer. (a) Unless an (i) the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof below have been complied with), or there are no Transfer Restricted Securities outstanding(ii) CHL has received an opinion of counsel, each rendered by a law firm having a recognized national tax practice, to the effect that, as a result of the Company and consummation of the Guarantors Exchange Offer, there is more than an insubstantial risk that (1) the Trust would be subject to United States federal income tax with respect to income received or accrued on the Debentures or New Junior Subordinated Debentures, (2) interest payable by CHL on such Debentures or New Junior Subordinated Debentures would not be deductible by CHL, in whole or in part, for United States federal income tax purposes, or (3) the Trust would be subject to more than a de minimis amount of other taxes, duties or other governmental charges (in each case a "Tax Event Opinion"), (x) the Registrants shall (iA) use its commercially reasonable efforts to cause to be filed with the Commission as soon as practicable after the Closing Date, but in no event later than 150 days after the Closing Date, a Registration Statement under the Securities Act relating to the Exchange New Securities and the related Exchange Offer for the Transfer Restricted Securities and Offer, (iiB) use commercially their respective reasonable best efforts to cause such Exchange Offer Registration Statement to become effectiveeffective at the earliest possible time, but in no event later than 180 days after the Closing Date, (iiiC) in connection with the foregoing, file (A1) all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B2) if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C3) cause all necessary filings in connection with the registration and qualification of the Exchange New Securities registered pursuant to such Exchange Offer Registration Statement to be made under the state securities or blue sky Blue Sky laws of such jurisdictions as are necessary to permit Consummation of such the Exchange Offer, and (ivy) upon unless the effectiveness of such Exchange Offer Registration Statementwould not be permitted by applicable law or Commission policy, the Registrants shall commence the Exchange Offer with respect and use their reasonable best efforts to cause the Securities registered pursuant to such Exchange Offer Registration Statement. The Company shall use commercially reasonable efforts to Consummate such Exchange Offer with respect to be Consummated on the Securities registered pursuant to such earliest practicable date after the Exchange Offer Registration Statement not has become effective, but in no event later than 270 30 business days following thereafter, unless under applicable law the Closing Date (or if such 270th day Exchange Offer is not required to remain open for a Business Day, the next succeeding Business Day) (the “longer period. The Exchange Date”). Such Exchange Offer, if required pursuant to this Section 3(a), Offer shall be on the appropriate form permitting registration of the Exchange New Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of such Transfer Restricted New Securities held by Broker-Dealers as contemplated by Section 3(c) hereofbelow.

Registered Exchange Offer. (a) Unless an the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof have been complied with), or there are no Transfer Restricted Securities outstanding, each of the Company Issuer and the Guarantors shall (i) use its commercially reasonable efforts to cause to be filed prepare and file with the Commission a as soon as practicable after the Closing Date, but in no event later than 180 days after the Closing Date, an Exchange Offer Registration Statement under the Securities Act relating to the Exchange Securities and the related Exchange Offer for the Transfer Restricted Securities and Offer, (ii) use commercially their reasonable best efforts to cause such Exchange Offer Registration Statement to become effectiveeffective under the Securities Act at the earliest possible time, but in no event later than 230 days after the Closing Date, (iii) in connection with the foregoing, file (A) all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities registered pursuant to such Exchange Offer Registration Statement to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of such the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence the Exchange Offer with respect to Offer. Each of the Securities registered pursuant to such Exchange Offer Registration Statement. The Company Issuer and the Guarantors shall use commercially its reasonable best efforts to Consummate such the Exchange Offer with respect to not later than 30 Business Days after the Securities registered pursuant to such date the Exchange Offer Registration Statement not later than 270 days following the Closing Date (or if such 270th day is not a Business Day, the next succeeding Business Day) was declared effective (the “Exchange Date”); provided, however, that the Issuer shall not be required to Consummate such Exchange Offer if all of the Securities are Freely Tradable on or before the Exchange Date. Such The Exchange Offer, if required pursuant to this Section 3(a), shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of such Transfer Restricted Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.

Registered Exchange Offer. (a) Unless an the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof have been complied with), or there are no Transfer Restricted Securities outstanding, each of the Company and the Guarantors Issuer shall (i) use its commercially reasonable efforts to cause to be filed with the Commission as soon as practicable after the Closing Date, but in no event later than 270 days after the Closing Date (or if such 270th 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 related Exchange Offer for the Transfer Restricted Securities and Offer, (ii) use commercially its reasonable best efforts to cause such Exchange Offer Registration Statement to become effectivebe declared 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 such Exchange Offer Registration Statement to become effective, (B) if applicable, file a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) use its reasonable best efforts to cause all necessary filings in connection with the registration and qualification of the Exchange Securities registered pursuant to such Exchange Offer Registration Statement to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of such the Exchange Offer; provided, however, that neither the Issuer nor the Guarantors shall be required to (x) qualify as a foreign corporation or as a dealer in securities in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(a) or (y) take any action which would subject it to general service of process or taxation in any such jurisdiction where it is not then so subject and (iv) upon as promptly as practicable after the effectiveness of such Exchange Offer Registration Statement, commence the Exchange Offer with respect to the Securities registered pursuant to such Exchange Offer Registration StatementOffer. The Company Issuer and each of the Guarantors shall use commercially their reasonable best efforts to Consummate such the Exchange Offer with respect to the Securities registered pursuant to such Exchange Offer Registration Statement not later than 270 360 days following the Closing Date (or if such 270th 360th day is not a Business Day, the next succeeding Business Day) (the “Exchange Date”). Such The Exchange Offer, if required pursuant to this Section 3(a), Offer shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of such Transfer Restricted Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.

Registered Exchange Offer. The Company and the Guarantors shall, at their own cost, after the date of original issue of the Initial Securities (athe “Issue Date”) Unless an use commercially reasonable efforts to prepare and file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Exchange Offer shall not be permissible Registration Statement”) on an appropriate form under applicable law or Commission policy the Securities Act of 1933, as amended (after the procedures set forth in Section 6(a) hereof have been complied with“Securities Act”), or there are no with respect to a proposed offer (the “Registered Exchange Offer”) to the Holders of Transfer Restricted Securities outstanding(as defined in Section 6(d) hereof), each who are not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Initial Securities, a like aggregate principal amount of debt securities (the “Exchange Securities”) of the Company issued under the Indenture and identical in all material respects to the Initial Securities (except for the transfer restrictions relating to the Initial Securities and the provisions relating to the matters described in Section 6 hereof) that would be registered under the Securities Act. The Company and the Guarantors shall (i) use its commercially reasonable efforts to cause to be filed with the Commission a Registration Statement under the Securities Act relating to the Exchange Securities and the related Exchange Offer for the Transfer Restricted Securities and (ii) use their commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective, (iii) in connection with the foregoing, file (A) all pre-be declared effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with shall use their commercially reasonable efforts to keep the registration and qualification of the Exchange Securities registered pursuant to such Exchange Offer Registration Statement effective for not less than 20 business days (or longer, if required by applicable law) after the date notice of the Registered Exchange Offer is mailed or otherwise delivered to be made under the state securities or blue sky laws of Holders (such jurisdictions as are necessary to permit Consummation of such period being called the “Exchange Offer Registration Period”). If the Company and the Guarantors commence the Registered Exchange Offer, the Company and (iv) upon the Guarantors will be entitled to close the Registered Exchange Offer 20 business days after such commencement provided that the Company and the Guarantors have accepted all the Initial Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer. Following the declaration of the effectiveness of such the Exchange Offer Registration Statement, the Company and the Guarantors shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer with respect to enable each Holder of Transfer Restricted Securities electing to exchange the Initial Securities for Exchange Securities (assuming that such Holder is not an affiliate of the Company within the meaning of the Securities registered pursuant Act, acquires the Exchange Securities in the ordinary course of such Holder’s business, is not a broker-dealer tendering Initial Securities acquired directly from the Company for its own account and is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person to participate in the distribution of the Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Offer Registration StatementSecurities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States. The Company and the Guarantors shall use their commercially reasonable efforts to Consummate consummate the Registered Exchange Offer no later than the 366th day after the Issue Date (such 366th day, the “Consummation Deadline”). The Company and the Guarantors acknowledge that, pursuant to current interpretations by the Commission’s staff of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom, (i) each Holder which is a broker-dealer electing to exchange Initial Securities, acquired for its own account as a result of market making activities or other trading activities, for Exchange Securities (an “Exchanging Dealer”), is required to deliver a prospectus containing the information set forth in (a) Annex A hereto on the cover, (b) Annex B hereto in the “Exchange Offer Procedures” section and the “Purpose of the Exchange Offer” section, and (c) Annex C hereto in the “Plan of Distribution” section of such prospectus in connection with a sale of any such Exchange Offer with respect Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) an Initial Purchaser that elects to sell Exchange Securities registered pursuant acquired in exchange for Initial Securities constituting any portion of an unsold allotment is required to deliver a prospectus containing the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale. The Company and the Guarantors shall use their commercially reasonable efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the prospectus contained therein, in order to permit such prospectus to be lawfully delivered by all persons subject to the prospectus delivery requirements of the Securities Act for such period of time as such persons must comply with such requirements in order to resell the Exchange Securities; provided, however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or an Initial Purchaser, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers and the Initial Purchasers have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Company and the Guarantors shall make such prospectus and any amendment or supplement thereto, available to any broker-dealer for use in connection with any resale of any Exchange Securities for a period of not later less than 270 90 days following after the Closing Date (or if such 270th day is not a Business Dayconsummation of the Registered Exchange Offer. If, upon consummation of the next succeeding Business Day) (the “Exchange Date”). Such Registered Exchange Offer, if required pursuant to this Section 3(a)any Initial Purchaser holds Initial Securities acquired by it as part of its initial distribution, shall be on the appropriate form permitting registration Company and the Guarantors, simultaneously with the delivery of the Exchange Securities pursuant to be offered the Registered Exchange Offer, shall issue and deliver to such Initial Purchaser upon the written request of such Initial Purchaser, in exchange (the “Private Exchange”) for the Transfer Restricted Securities and to permit resales of such Transfer Restricted Initial Securities held by Broker-Dealers as contemplated by such Initial Purchaser, a like principal amount of debt securities issued under the Indenture and identical in all material respects (including the existence of restrictions on transfer under the Securities Act and the securities laws of the several states of the United States, but excluding provisions relating to the matters described in Section 3(c6 hereof) hereofto the Initial Securities (the “Private Exchange Securities”). The Initial Securities, the Exchange Securities and the Private Exchange Securities are herein collectively called the “Securities.” In connection with the Registered Exchange Offer, the Company and the Guarantors shall:

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

Registered Exchange Offer. (a) Unless an the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a6(a)(i) hereof have been complied with), or there are no Transfer Restricted Securities outstanding, each of the Company and the Guarantors shall (i) use its commercially reasonable efforts to cause the Exchange Offer Registration Statement to be filed with the Commission a Registration Statement under the Securities Act relating to the Exchange Securities and the related Exchange Offer for the Transfer Restricted Securities and Commission, (ii) use commercially their reasonable best efforts to cause such Exchange Offer Registration Statement to (x) include the Exchange Offer (as required under the Existing Registration Rights Agreement) with respect to the Existing Securities (the “Existing Exchange Offer”) or to include the Transfer Restricted Securities in any Exchange Offer Registration Statement (as defined in the Existing Registration Rights Agreement) with respect to the Existing Exchange Offer, as provided in Section 6(c)(xxi) and (y) become effective, (iii) in connection with the foregoing, file use reasonable best efforts to (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement it to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings filings, if any, in connection with the registration and qualification of the Exchange Securities registered pursuant to such Exchange Offer Registration Statement to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of such the Exchange Offer, provided, however, that neither the Company nor any Guarantor shall be required to take any action that would subject them to general service of process or taxation in any jurisdiction where they are not already subject, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence the Exchange Offer with respect to Offer. Each of the Securities registered pursuant to such Exchange Offer Registration Statement. The Company and the Guarantors shall use commercially their reasonable best efforts to Consummate such the Exchange Offer with respect to the Securities registered pursuant to such Exchange Offer Registration Statement not later than 270 days following the Closing Date (or if such 270th day is not a Business DayOctober 15, the next succeeding Business Day) 2012 (the “Exchange Date”). Such The Exchange Offer, if required pursuant to this Section 3(a), shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of such Transfer Restricted Initial Securities held by Broker-Dealers as contemplated by Section 3(c) hereof. For the avoidance of doubt, the Exchange Offer may be registered pursuant to an Exchange Offer Registration Statement (as defined in the Existing Registration Rights Agreement) with respect to the Existing Exchange Offer, and such Exchange Offer Registration Statement shall be treated as an Exchange Offer Registration Statement for purposes of this Agreement.

Registered Exchange Offer. (a) Unless an the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof have been complied with), or there are no Transfer Restricted Securities outstanding, each of the Company and the Guarantors shall (i) use its commercially reasonable efforts to cause a Registration Statement to be filed with the Commission a Registration Statement under the Securities Act relating to the Exchange Securities and the related Exchange Offer for to become effective not later than the Transfer Restricted Securities 366th day following the Closing Date (or if such 366th day is not a Business Day, the next succeeding Business Day) (the “Exchange Date”) and (ii) use commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective, (iii) in connection with the foregoing, file (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities registered pursuant to such Exchange Offer Registration Statement to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of such the Exchange Offer, and (iviii) upon the effectiveness of such Exchange Offer Registration Statement, commence the Exchange Offer with respect Offer; provided, however, that the Company and the Guarantors shall not be required to take any of the aforementioned actions if there are no Transfer Restricted Securities registered pursuant to such outstanding (other than Transfer Restricted Securities held, or beneficially held, by affiliates of the Company) on the Exchange Offer Registration StatementDate. The Company shall use commercially reasonable efforts to Consummate such Exchange Offer with respect to the Securities registered pursuant to such Exchange Offer Registration Statement not later than 270 days following the Closing Date (or if such 270th day is not a Business Day, the next succeeding Business Day) (the “Exchange Date”). Such Exchange Offer, if required pursuant to this Section 3(a), shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of such Transfer Restricted Exchange Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.

Registered Exchange Offer. (a) Unless an the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof have been complied with), or there are no Transfer Restricted Securities outstanding, each of the Company Issuers and the Guarantors shall (i) use its commercially reasonable efforts to cause to be filed with the Commission as soon as practicable after the Closing Date, but in no event later than 30 days after the Closing Date (or if such 30th 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 related Exchange Offer for the Transfer Restricted Securities and Offer, (ii) use commercially its reasonable best efforts to cause such Exchange Offer Registration Statement to become effectiveeffective at the earliest possible time, but in no event later than 90 days after the Closing Date (or if such 90th day is not a Business Day, the next succeeding Business Day), (iii) in connection with the foregoing, file (A) all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) use their reasonable best efforts to cause all necessary filings in connection with the registration and qualification of the Exchange Securities registered pursuant to such Exchange Offer Registration Statement to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of such the Exchange Offer, provided, however, that the no Issuer or Guarantor shall be required to (1) qualify as a foreign corporation or as a dealer in securities in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(a), or (2) take any action which would subject it to general service of process or taxation in any such jurisdiction where it is not then so subject, and (iv) upon as promptly as practicable after the effectiveness of such Exchange Offer Registration Statement, commence the Exchange Offer with respect to the Securities registered pursuant to such Offer. The Exchange Offer Registration Statement. The Company shall use commercially reasonable efforts to Consummate such Exchange Offer with respect to the Securities registered pursuant to such Exchange Offer Registration Statement not later than 270 days following the Closing Date (or if such 270th day is not a Business Day, the next succeeding Business Day) (the “Exchange Date”). Such Exchange Offer, if required pursuant to this Section 3(a), shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of such Transfer Restricted Initial Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.

Registered Exchange Offer. (a) Unless an the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof below have been complied with), or there are no Transfer Restricted Securities outstandingthe Company, each of the Company Capital Trust and the Guarantors Asset Trust shall (i) use its commercially their reasonable best efforts to cause to be filed with the Commission as soon as practicable after the Closing Date, but in no event later than 90 days after the date of this Agreement, a Registration Statement under the Securities Act relating to the Exchange Securities and the related Exchange Offer for the Transfer Restricted Securities and Offer, (ii) use commercially their reasonable best efforts to cause such Exchange Offer Registration Statement to become effectiveeffective at the earliest possible time, but in no event later than 180 days after the date of this Agreement, (iii) in connection with the foregoing, file (A) all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities registered pursuant to such Exchange Offer Registration Statement to be made under the state securities or blue sky Blue Sky laws of such jurisdictions as are necessary to permit Consummation of such the Exchange Offer, and (iv) upon unless the effectiveness of such Exchange Offer Registration Statementwould not be permitted by applicable law or Commission policy, the Company will commence the Exchange Offer with respect and use their reasonable best efforts to issue, on or prior to 30 days after the date on which such Registration Statement was declared effective by the Commission, Exchange Securities registered pursuant to such in exchange for all Securities tendered and not withdrawn in the Exchange Offer. The Exchange Offer Registration Statement. The Company shall use commercially reasonable efforts to Consummate such Exchange Offer with respect to the Securities registered pursuant to such Exchange Offer Registration Statement not later than 270 days following the Closing Date (or if such 270th day is not a Business Day, the next succeeding Business Day) (the “Exchange Date”). Such Exchange Offer, if required pursuant to this Section 3(a), shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of such Transfer Restricted Exchange Securities held by Broker-Dealers as contemplated by Section 3(c) hereofbelow.

Registered Exchange Offer. (a) Unless an the Exchange Offer shall not be permissible under permitted by applicable federal law or Commission policy (after the procedures set forth in Section 6(a6(a)(i) hereof below have been complied with), or there are no Transfer Restricted Securities outstanding, each of the Company and the Guarantors shall (i) use its commercially reasonable efforts to cause the Exchange Offer Registration Statement to be filed with the Commission a Registration Statement under on or prior to 90 days after the Securities Act relating to Closing Date (such 90th day being the Exchange Securities and the related Exchange Offer for the Transfer Restricted Securities and "Filing Deadline"), (ii) use commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effectiveeffective on or prior to 180 days after the Closing Date (such 180th day being the "Effectiveness Deadline"), (iii) in connection with the foregoing, file (A) use commercially reasonable efforts to file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement it to become effective, (B) use commercially reasonable efforts to file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) use commercially reasonable efforts to cause all necessary filings filings, if any, in connection with the registration and qualification of the Exchange Securities registered pursuant to such Exchange Offer Registration Statement Series B Notes to be made under the state securities or blue sky Blue Sky laws of such jurisdictions as are necessary to permit Consummation of such the Exchange Offer; provided, however, that neither the Company nor any Guarantor shall be required in connection therewith to register or qualify as a foreign corporation where it is not now so qualified or to take any action that would subject it to taxation or require it to file a general consent to service of process in any jurisdiction where it is not now so subject, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence the Exchange Offer with respect to the Securities registered pursuant to such Exchange Offer Registration Statement. The Company shall and will use commercially reasonable efforts to Consummate such the Exchange Offer. The Exchange Offer with respect to the Securities registered pursuant to such Exchange Offer Registration Statement not later than 270 days following the Closing Date (or if such 270th day is not a Business Day, the next succeeding Business Day) (the “Exchange Date”). Such Exchange Offer, if required pursuant to this Section 3(a), shall be on the appropriate form permitting (i) registration of the Exchange Securities Series B Notes to be offered in exchange for the Series A Notes that are Transfer Restricted Securities and to permit (ii) resales of such Transfer Restricted Securities held Series B Notes by Broker-Dealers that tendered into the Exchange Offer Series A Notes that such Broker-Dealer acquired for its own account as a result of market making activities or other trading activities (other than Series A Notes acquired directly from the Company or any Affiliates of the Company) as contemplated by Section 3(c) hereofbelow.

Registered Exchange Offer. (a) Unless an the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof have been complied with), or there are no Transfer Restricted Securities outstanding, each of the Company Issuer and the Guarantors shall (i) use its commercially reasonable efforts to cause to be filed prepare and file with the Commission a as soon as practicable after the Closing Date, but in no event later than 90 days after the Closing Date, an Exchange Offer Registration Statement under the Securities Act relating to the Exchange Securities and the related Exchange Offer for the Transfer Restricted Securities and Offer, (ii) use commercially their reasonable best efforts to cause such Exchange Offer Registration Statement to become effectiveeffective under the Securities Act at the earliest possible time, but in no event later than 150 days after the Closing Date, (iii) in connection with the foregoing, file (A) all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities registered pursuant to such Exchange Offer Registration Statement to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of such the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence the Exchange Offer with respect to Offer. Each of the Securities registered pursuant to such Exchange Offer Registration Statement. The Company Issuer and the Guarantors shall use commercially its reasonable best efforts to Consummate such the Exchange Offer with respect to not later than 30 Business Days after the Securities registered pursuant to such date the Exchange Offer Registration Statement not later than 270 days following the Closing Date (or if such 270th day is not a Business Day, the next succeeding Business Day) was declared effective (the “Exchange Date”); provided, however, that the Issuer shall not be required to Consummate such Exchange Offer if all of the Securities are Freely Tradable on or before the Exchange Date. Such The Exchange Offer, if required pursuant to this Section 3(a), shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of such Transfer Restricted Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.

Registered Exchange Offer. (a) Unless an Unless, due to a change in law or Commission policy after the date hereof, the Exchange Offer shall not be permissible under applicable federal law or Commission policy (after policy, the procedures set forth in Section 6(a) hereof have been complied with), or there are no Transfer Restricted Securities outstanding, each of the Company and the Guarantors Issuer shall (i) use its commercially reasonable efforts to cause to be filed with the Commission as soon as practicable on or prior to 60 days after the Closing Date, a Registration Statement under the Securities Act relating to the Exchange Securities New Notes and the related Exchange Offer for the Transfer Restricted Securities and (ii) use commercially reasonable its best efforts to cause such Exchange Offer Registration Statement to become effective, (iii) in be declared effective by the Commission as soon as practicable on or prior to 120 days after the Closing Date. In connection with the foregoing, file the Issuer shall (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) if applicable, file a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and Act, (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities registered pursuant to such Exchange Offer Registration Statement New Notes to be made under the state securities or blue sky Blue Sky laws of such jurisdictions as are necessary to permit Consummation of such the Exchange OfferOffer (provided, however, that the Issuer shall not be obligated to qualify as a foreign corporation in any jurisdiction in which it is not so qualified or to take any action that would subject it to general service of process or taxation in any jurisdiction where it is not so subject, except service of process with respect to the offering and sale of the Notes) and (ivD) upon the effectiveness of such Exchange Offer Registration Statement, commence the Exchange Offer with respect and use its best efforts to issue on or prior to 45 days after the Securities registered pursuant to such Exchange Offer Registration StatementEffective Date, New Notes in exchange for all Old Notes tendered in the Exchange Offer. The Company shall use commercially reasonable efforts to Consummate such Exchange Offer with respect to the Securities registered pursuant to such Exchange Offer Registration Statement not later than 270 days following the Closing Date (or if such 270th day is not a Business Day, the next succeeding Business Day) (the “Exchange Date”). Such Exchange Offer, if required pursuant to this Section 3(a), shall be on the appropriate form permitting registration of the Exchange Securities New Notes to be offered in exchange for the Transfer Restricted Securities and to permit resales of such Transfer Restricted Securities New Notes held by Broker-Dealers as contemplated by Section 3(c) hereofbelow. If, after such Exchange Offer Registration Statement initially is declared effective by the Commission, the Exchange Offer or the issuance of New Notes under the Exchange Offer or the resale of New Notes received by Broker-Dealers in the Exchange Offer as contemplated by Section 3(c) below is interfered with by any stop order, injunction or other order or requirement of the Commission or any other governmental agency or court, such Registration Statement shall be deemed not to have become effective for purposes of this Agreement during the period that such stop order, injunction or other similar order or requirement shall remain in effect.

Registered Exchange Offer. (a) Unless an the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof have been complied with), or there are no Transfer Restricted Securities outstanding, each of the Company and the Guarantors shall (x) (i) use its commercially reasonable efforts to cause to be filed file with the Commission Commission, a Registration Statement under the Securities Act relating to the Exchange Securities Notes and the related Exchange Offer for on or prior to 120 days after the Transfer Restricted Securities and Closing Date, (ii) use its commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effectivebe declared effective on or prior to 210 days after the Closing Date, (iii) in connection with the foregoing, file (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities registered pursuant to such Exchange Offer Registration Statement Notes to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of such the Exchange Offer; provided, and that the Company shall not be required to make any such filings or take any action which would subject it to general service of process or to taxation in any jurisdiction where it is not then so subject, (iv) unless there are no Transfer Restricted Notes outstanding (A) upon the effectiveness of such Exchange Offer Registration Statement, commence the Exchange Offer with respect to and (B) issue the Securities registered pursuant to such Exchange Offer Registration StatementNotes in exchange for all Transfer Restricted Notes tendered prior thereto in the Exchange Offer. The Company shall use its commercially reasonable efforts to Consummate such the Exchange Offer within 30 Business Days of the Effectiveness Target Date with respect to the Securities registered pursuant to such Exchange Offer Registration Statement not later than 270 days following the Closing Date (or if such 270th day is not a Business Day, the next succeeding Business Day) (the “Exchange Date”). Such The Exchange Offer, if required pursuant to this Section 3(a), Offer shall be on the appropriate form permitting registration of the Exchange Securities Notes to be offered in exchange for the Transfer Restricted Securities Notes and to permit resales of such Transfer Restricted Securities Notes held by Broker-Dealers as contemplated by Section 3(c) hereof.

Registered Exchange Offer. (a) Unless an the Exchange Offer shall not be permissible under permitted by applicable federal law or Commission policy (after the procedures set forth in Section 6(a6(a)(i) hereof have been complied with), or there are no Transfer Restricted Securities outstanding, each of the Company and the Subsidiary Guarantors shall (i) use its commercially reasonable efforts to cause the Exchange Offer Registration Statement to be filed with the Commission a Registration Statement under as soon as practicable after the Securities Act relating Closing Date (the "Exchange Offer Filing Date"), but in no event later than 45 days after the Closing Date (such 45th day being hereinafter referred to, in the case of any references herein to the Exchange Securities and Offer Registration Statement, as the related Exchange Offer for the Transfer Restricted Securities and "Filing Deadline"), (ii) use commercially its reasonable best efforts to cause such Exchange Offer Registration Statement to become effectiveeffective at the earliest possible time, but in no event later than 120 days after the Closing Date (such 120th day being hereinafter referred to, in the case of any references herein to the Exchange Offer Registration Statement, as the "Effectiveness Deadline"), (iii) in connection with the foregoing, file (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement it to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings filings, if any, in connection with the registration and qualification of the Exchange Securities registered pursuant to such Exchange Offer Registration Statement Series B Notes to be made under the state securities or blue sky Blue Sky laws of such jurisdictions as are necessary to permit Consummation of such the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and Consummate the Exchange Offer with respect to the Securities registered pursuant to such Offer. The Exchange Offer Registration Statement. The Company shall use commercially reasonable efforts to Consummate such Exchange Offer with respect to the Securities registered pursuant to such Exchange Offer Registration Statement not later than 270 days following the Closing Date (or if such 270th day is not a Business Day, the next succeeding Business Day) (the “Exchange Date”). Such Exchange Offer, if required pursuant to this Section 3(a), shall be on the appropriate form permitting registration of the Exchange Securities Series B Notes to be offered in exchange for the Series A Notes that are Transfer Restricted Securities and to permit resales of such Transfer Restricted Securities held Series B Notes by Broker-Dealers that tendered into the Exchange Offer Series A Notes that any such Broker-Dealer acquired for its own account as a result of market making activities or other trading activities (other than Series A Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) hereofbelow.

Registered Exchange Offer. (a) Unless an Exchange Offer shall not be permissible under applicable law At any time on or Commission policy (after the procedures set forth Trigger Date, the Holders of at least a majority in Section 6(a) hereof have been complied with), or there are no principal amount of the Transfer Restricted Securities outstandingmay, each of by written notice (a “Registration Demand”), request that the Company and the Guarantors shall (i) use its commercially reasonable efforts to cause to be filed with the Commission effect a Registration Statement registration under the Securities Act relating to the Exchange Securities Notes pursuant to the Exchange Offer. Thereupon the Company shall use its commercially reasonable efforts to file with the Commission as soon as possible, but in any event no later than one hundred twenty (120) days (excluding any days that occur during a permitted Suspension Period under Section 7(d) hereof) after receipt of such Registration Demand, and the related thereafter use its reasonable best efforts to cause to be declared effective, a registration statement (an “Exchange Offer for the Registration Statement”) relating to all Transfer Restricted Securities and (ii) Securities. The Company shall use its commercially reasonable best efforts to cause such Exchange Offer Registration Statement to become effectiveeffective at the earliest possible time, (iii) but in no event later than 240 days after the Registration Demand is received, and in connection with the foregoing, file shall (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) if applicable, file a post-post effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act Act, and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities registered pursuant to such Exchange Offer Registration Statement Notes to be made under the state securities or blue sky Blue Sky laws of such jurisdictions as are necessary to permit Consummation of such the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence the Exchange Offer with respect to (unless the Securities registered pursuant to such Exchange Offer Registration Statementwould not be permitted by applicable law or Commission policy). The Company shall use commercially reasonable efforts to Consummate such Exchange Offer with respect to the Securities registered pursuant to such Exchange Offer Registration Statement not later than 270 days following the Closing Date (or if such 270th day is not a Business Day, the next succeeding Business Day) (the “Exchange Date”). Such Exchange Offer, if required pursuant to this Section 3(a), shall be on the appropriate form permitting registration of the Exchange Securities Notes to be offered in exchange for the Transfer Restricted Securities and to permit resales of such Transfer Restricted Securities Notes held by Broker-Dealers as contemplated by Section 3(c3(e) hereofbelow.

Registered Exchange Offer. (a) Unless an the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a6(a)(i) hereof have been complied with), or there are no Transfer Restricted Securities outstanding, each of the Company and the Guarantors shall (i) use its commercially reasonable efforts to (i) cause to be filed with the Commission a Registration Statement under the Securities Act relating to the Exchange Securities and the related Exchange Offer for to become effective in accordance with the Transfer Restricted Securities and requirements of Section 3(b) hereof, (ii) use commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective, (iii) in connection with the foregoing, file (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities registered pursuant to such Exchange Offer Registration Statement to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of such the Exchange Offer, provided, however, that neither the Company nor the Guarantors shall be required to (i) qualify generally to do business in any jurisdiction where it is not then so qualified, other than as to matters and transactions relating to the Registration Statement, (ii) take any action that would subject it to general service of process in any jurisdiction where it is not then so subject, other than as to matters and transactions relating to the Registration Statement, or (iii) subject itself to taxation in excess of a nominal dollar amount in any jurisdiction where it is not then so subject, other than as to matters and transactions relating to the Registration Statement, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence the Exchange Offer with respect to the Securities registered pursuant to such Exchange Offer Registration StatementOffer. The Company shall use commercially reasonable efforts to Consummate such Exchange Offer with respect to the Securities registered pursuant to such Exchange Offer Registration Statement not later than 270 days following the Closing Date (or if such 270th day is not a Business Day, the next succeeding Business Day) (the “Exchange Date”). Such Exchange Offer, if required pursuant to this Section 3(a), shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of such Transfer Restricted Initial Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.

Registered Exchange Offer. (a) Unless an the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a6(a)(i) hereof have been complied with), or there are no Transfer Restricted Securities outstanding, each of the Company and the Guarantors shall (i) use its commercially reasonable efforts to cause the Exchange Offer Registration Statement to be filed with the Commission a Registration Statement under the Securities Act relating to the Exchange Securities and the related Exchange Offer for the Transfer Restricted Securities and Commission, (ii) use commercially their reasonable best efforts to cause such Exchange Offer Registration Statement to become effective, (iii) in connection with the foregoing, file use reasonable best efforts to (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement it to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings filings, if any, in connection with the registration and qualification of the Exchange Securities registered pursuant to such Exchange Offer Registration Statement to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of such the Exchange Offer, provided, however, that neither the Company nor any Guarantor shall be required to take any action that would subject them to general service of process or taxation in any jurisdiction where they are not already subject, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence the Exchange Offer with respect to Offer. Each of the Securities registered pursuant to such Exchange Offer Registration Statement. The Company and the Guarantors shall use commercially their reasonable best efforts to Consummate such the Exchange Offer with respect to the Securities registered pursuant to such Exchange Offer Registration Statement not later than 270 366 days following the Closing Date (or if such 270th 366th day is not a Business Day, the next succeeding Business Day) (being the “Exchange Date”). Such The Exchange Offer, if required pursuant to this Section 3(a), shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of such Transfer Restricted Initial Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.

Registered Exchange Offer. (a) Unless an the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof have been complied with), or there are no Transfer Restricted Securities outstanding, each of the Company and the Guarantors shall (i) use its commercially reasonable efforts to cause to be filed with the Commission on or prior to 180 days after the Closing Date (or, if such 180th day is not a Business Day, the next succeeding Business Day), a Registration Statement under the Securities Act relating to the Exchange Securities and the related Exchange Offer for the Transfer Restricted Securities and Offer, (ii) use its commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effectivebe declared effective by the Commission not later than 240 days after the Closing Date (or if such 240th day is not a Business Day, the next succeeding Business Day), (iii) in connection with the foregoing, file (A) all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities registered pursuant to such Exchange Offer Registration Statement to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of such the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence the Exchange Offer with respect to Offer. Each of the Securities registered pursuant to such Exchange Offer Registration Statement. The Company and the Guarantors shall use its commercially reasonable efforts to Consummate such Exchange Offer with respect issue on or prior to 30 Business Days, or longer if required by the Securities registered pursuant to such federal securities laws, after the date on which the Exchange Offer Registration Statement is declared effective by the Commission, Exchange Securities in exchange for all Transfer Restricted Securities validly tendered and not later than 270 days following validly withdrawn in the Closing Date (or if such 270th day is not a Business Day, the next succeeding Business Day) Exchange Offer (the “Exchange Date”); provided, however, that the Company shall not be required to Consummate such Exchange Offer if all of the Securities have been distributed to the public pursuant to Rule 144 under the Securities Act on or before the Exchange Date. Such The Exchange Offer, if required pursuant to this Section 3(a), shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of such Transfer Restricted Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.

Registered Exchange Offer. (a) Unless an the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof below have been complied with), ) or there are no Transfer Restricted Securities outstanding, each one of the Company and events set forth in Section 4(a)(ii) has occurred the Guarantors Issuing Parties shall (i) use its commercially reasonable efforts to cause to be filed with the Commission promptly after the Closing Date, but in no event later than 150 days after the Closing Date, a Registration Statement under the Securities Act relating to the Exchange Securities and the related Exchange Offer for the Transfer Restricted Securities and Offer, (ii) use commercially reasonable their best efforts to cause such Exchange Offer Registration Statement to become effectiveeffective no later than 210 days after the Closing Date, (iii) in connection with the foregoing, file (A) all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities registered pursuant to such Exchange Offer Registration Statement to be made under the state securities or blue sky Blue Sky laws of such jurisdictions as are necessary to permit Consummation of such the Exchange Offer, and (iv) upon unless the effectiveness of such Exchange Offer Registration Statementwould not be permitted by applicable law or Commission policy, the Issuing Parties will commence the Exchange Offer with respect and use their best efforts to issue on or prior to 30 business days after the date on which such Registration Statement was declared effective by the Commission, Exchange Securities registered pursuant to such in exchange for all Transfer Restricted Securities tendered prior thereto in the Exchange Offer. The Exchange Offer Registration Statement. The Company shall use commercially reasonable efforts to Consummate such Exchange Offer with respect to the Securities registered pursuant to such Exchange Offer Registration Statement not later than 270 days following the Closing Date (or if such 270th day is not a Business Day, the next succeeding Business Day) (the “Exchange Date”). Such Exchange Offer, if required pursuant to this Section 3(a), shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of such Transfer Restricted Exchange Securities held by Broker-Dealers as contemplated by Section 3(c) hereofbelow. The 150, 210 and 30 business day periods referred to in (i), (ii) and (iv) of this Section 3(a) shall not include any period during which the Issuing Parties are pursuing a Commission ruling pursuant to Section 6(a)(i) below.

Registered Exchange Offer. (a) Unless an Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof have been complied with), or there are no Transfer Restricted Securities outstanding, each of the Company The Issuers and the Guarantors shall (i) use its commercially reasonable efforts to cause the Exchange Offer Registration Statement to be filed with the Commission a Registration Statement under on or prior to 455 days after the Securities Act relating to Closing Date (such 455th day being the Exchange Securities and the related “Exchange Offer for the Transfer Restricted Securities and Filing Deadline”), (ii) use their commercially reasonable efforts to cause cause. such Exchange Offer Registration Statement to become effectiveeffective on or prior to 547 days after the Closing Date (such 547th day being the “Exchange Offer Effectiveness Deadline”), (iii) in connection with the foregoingforegoing use their commercially reasonable efforts to, file (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement it to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings filings, if any, in connection with the registration and qualification of the Exchange Securities registered pursuant to such Exchange Offer Registration Statement Notes to be made under the state securities or blue sky Blue Sky laws of such jurisdictions as are necessary to permit Consummation of such the Exchange OfferOffer provided, however, that neither the Issuers nor the Guarantors shall be required to take any action that would subject them to general service of process or taxation in any jurisdiction where they are not already subject, and (iv) upon as promptly as practicable after the effectiveness of such Exchange Offer Registration Statement, unless the Exchange Offer shall not be permitted by applicable law or Commission policy, commence the Exchange Offer with respect to the Securities registered pursuant to such Exchange Offer Registration Statement. The Company shall and use their commercially reasonable efforts to Consummate such the Exchange Offer with respect on or prior to 60 days, or longer, if required by federal securities laws after the Securities registered pursuant to such date on which the Exchange Offer Registration Statement not later than 270 days following was declared effective by the Closing Date (or if such 270th day is not a Business Day, the next succeeding Business Day) (the “Commission. The Exchange Date”). Such Exchange Offer, if required pursuant to this Section 3(a), Offer shall be on the appropriate form permitting (I) registration of the Exchange Securities Notes to be offered in exchange for the Transfer Restricted Securities and to permit (II) resales of such Transfer Restricted Securities held Exchange Notes by Broker-Dealers that tendered into the Exchange Offer Notes that such Broker-Dealers acquired for their own account as a result of market-making activities or other trading activities (other than Notes acquired directly from any Issuer or any of their Affiliates) as contemplated by Section 3(c) hereofbelow.

Registered Exchange Offer. (a) Unless an the Exchange Offer shall not be permissible under permitted by applicable law or Commission policy (after the procedures set forth in Section 6(a6(a)(i) hereof below have been complied with), or there are no Transfer Restricted Securities outstanding, each of the Company and the Guarantors shall (i) use its their commercially reasonable efforts to cause the Exchange Offer Registration Statement to be filed with the Commission a Registration Statement under as soon as practicable after the Securities Act relating to the Exchange Securities and the related Exchange Offer for the Transfer Restricted Securities and Closing Date, (ii) use commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effectivebe declared effective by the Commission on or prior to 365 days after the Issue Date (such 365th day being the "Effectiveness Deadline"), (iii) in connection with the foregoing, file use their respective commercially reasonable best efforts to (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such the Exchange Offer Registration Statement to become be declared effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings filings, if any, in connection with the registration and qualification of the Exchange Securities registered pursuant to such Exchange Offer Registration Statement Notes to be made under the state securities or blue sky Blue Sky laws of such jurisdictions as are necessary to permit Consummation of such the Exchange Offer; provided, however that neither the Company nor the Guarantors shall be required to take any action that would subject them to general service of process or taxation in any jurisdiction where they are not already so subject, and (iv) upon as promptly as practicable following the effectiveness of such Exchange Offer Registration Statement, commence and Consummate the Exchange Offer with respect to the Securities registered pursuant to such Offer. The Exchange Offer Registration Statement. The Company shall use commercially reasonable efforts to Consummate such Exchange Offer with respect to the Securities registered pursuant to such Exchange Offer Registration Statement not later than 270 days following the Closing Date (or if such 270th day is not a Business Day, the next succeeding Business Day) (the “Exchange Date”). Such Exchange Offer, if required pursuant to this Section 3(a), shall be on the appropriate form permitting (i) registration of the Exchange Securities Notes to be offered in exchange for the Senior Subordinated Notes that are Transfer Restricted Securities and to permit (ii) resales of such Transfer Restricted Securities held Exchange Notes by Broker-Dealers that tendered into the Exchange Offer Senior Subordinated Notes that such Broker-Dealer acquired for its own account as a result of market making activities or other trading activities (other than Senior Subordinated Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) hereofbelow.

Registered Exchange Offer. (a) Unless an the Exchange Offer shall not be permissible under permitted by applicable federal law or Commission policy (after the procedures set forth in Section 6(a6(a)(i) hereof have been complied with), or there are no Transfer Restricted Securities outstanding, each of the Company and the Guarantors shall (i) use its commercially reasonable efforts to cause the Exchange Offer Registration Statement to be filed with the Commission a Registration Statement under the Securities Act relating with respect to the Exchange Securities and the related Exchange Offer for the any Transfer Restricted Securities and within 210 days after the Closing Date (such 210th day being the “Exchange Offer Filing Deadline”), (ii) use their commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effectivebe declared effective under the Securities Act within 30 days of the filing of the Exchange Offer Registration Statement (or 120 days if reviewed by the Commission) (such 30th or 120th day being the “Exchange Offer Effectiveness Deadline”), (iii) in connection with the foregoing, file (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement it to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings filings, if any, in connection with the registration and qualification of the Exchange Securities registered pursuant to such Exchange Offer Registration Statement to be made under the state securities or blue sky Blue Sky laws of such jurisdictions as are necessary to permit Consummation of such the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and Consummate the Exchange Offer with respect to the Securities registered pursuant to such Exchange Offer Registration StatementOffer. The Company shall use commercially reasonable efforts to Consummate such Exchange Offer with respect to the Securities registered pursuant to such Exchange Offer Registration Statement not later than 270 days following the Closing Date (or if such 270th day is not a Business Day, the next succeeding Business Day) (the “Exchange Date”). Such Exchange Offer, if required pursuant to this Section 3(a), shall be on the appropriate form permitting (i) registration of the Exchange Securities to be offered in exchange for the Notes that are Transfer Restricted Securities and to permit (ii) resales of such Transfer Restricted Exchange Securities held by Broker-Dealers that tendered into the Exchange Offer Securities that such Broker-Dealer acquired for its own account as a result of market making activities or other trading activities (other than Securities acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) hereof.

Registered Exchange Offer. (a) Unless an the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof have been complied with), or there are no Transfer Restricted Securities outstandingthe Issuer shall (and shall cause each Subsidiary Guarantor to), each of the Company and the Guarantors shall at its cost, (i) use its commercially reasonable efforts to cause to be filed with the Commission sufficiently promptly so as to avoid a Registration Default with respect to the Exchange Offer, a Registration Statement under the Securities Act relating to the Exchange Securities and the related Exchange Offer for the (other than Transfer Restricted Securities acquired by any Broker-Dealer directly from the Issuer) and the Exchange Offer (the “Exchange Offer Registration Statement”), (ii) use its commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effectiveeffective under the Securities Act sufficiently promptly so as to avoid a Registration Default with respect to the Exchange Offer, (iii) in connection with the foregoing, file (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) if applicable, file a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities registered pursuant to such Exchange Offer Registration Statement to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of such the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, promptly commence the Exchange Offer with respect to the Securities registered pursuant to such Offer. The Exchange Offer Registration Statement. The Company shall use commercially reasonable efforts to Consummate such Exchange Offer with respect to the Securities registered pursuant to such Exchange Offer Registration Statement not later than 270 days following the Closing Date (or if such 270th day is not a Business Day, the next succeeding Business Day) (the “Exchange Date”). Such Exchange Offer, if required pursuant to this Section 3(a), shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities (other than Transfer Restricted Securities acquired by any Broker-Dealer directly from the Issuer) and to permit resales of such Transfer Restricted Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.

Registered Exchange Offer. (a) Unless an Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof have been complied with), or there are no Transfer Restricted Securities outstanding, each of the The Company and the Guarantors shall (i) use its commercially reasonable efforts to cause the Exchange Offer Registration Statement to be filed with the Commission a Registration Statement under on or prior to 180 days after the Securities Act relating to Closing Date (such 180th day being the Exchange Securities and the related “Exchange Offer for the Transfer Restricted Securities and Filing Deadline”), (ii) use its commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effectiveeffective on or prior to 240 days after the Closing Date (such 240th day being the “Exchange Offer Effectiveness Deadline”), (iii) in connection with the foregoingforegoing use its commercially reasonable efforts to, file (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement it to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings filings, if any, in connection with the registration and qualification of the Exchange Securities registered pursuant to such Exchange Offer Registration Statement Preference Shares to be made under the state securities or blue sky Blue Sky laws of such jurisdictions as are necessary to permit Consummation of such the Exchange OfferOffer provided, however, that the Company shall not be required to take any action that would subject it to general service of process or taxation in any jurisdiction where it is not already subject and (iv) upon as promptly as practicable after the effectiveness of such Exchange Offer Registration Statement, unless the Exchange Offer shall not be permitted by applicable law or Commission policy, commence the Exchange Offer with respect to the Securities registered pursuant to such Exchange Offer Registration Statement. The Company shall and use its commercially reasonable efforts to Consummate such the Exchange Offer with respect on or prior to 30 days, or longer, if required by federal securities laws after the Securities registered pursuant to such date on which the Exchange Offer Registration Statement not later than 270 days following was declared effective by the Closing Date (or if such 270th day is not a Business Day, the next succeeding Business Day) (the “Commission. The Exchange Date”). Such Exchange Offer, if required pursuant to this Section 3(a), Offer shall be on the appropriate form permitting (I) registration of the Exchange Securities Preference Shares to be offered in exchange for the Transfer Restricted Securities and to permit (II) resales of such Transfer Restricted Securities held Exchange Preference Shares by Broker-Dealers that tendered into the Exchange Offer Preference Shares that such Broker-Dealers acquired for their own account as a result of market-making activities or other trading activities (other than Preference Shares acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) hereofbelow.

Registered Exchange Offer. (a) Unless an the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof have been complied with), or there are no Transfer Restricted Securities outstanding, each of the Company and the Guarantors Stage II Issuer shall (i) use its commercially reasonable efforts to cause to be filed with the Commission after the Stage II Issue Date, a Registration Statement under the Securities Act relating to the Exchange Securities and the related Exchange Offer for the Transfer Restricted Securities and Offer, (ii) use its commercially reasonable best efforts to cause such Exchange Offer Registration Statement to become be declared effective, (iii) in connection with the foregoing, file (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) if applicable, file a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) use its commercially reasonable best efforts to cause all necessary filings in connection with the registration and qualification of the Exchange Securities registered pursuant to such Exchange Offer Registration Statement to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of such the Exchange Offer; provided, however, that neither the Stage II Issuer nor the Guarantors shall be required to (x) qualify as a foreign corporation or as a dealer in securities in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(a) or (y) take any action which would subject it to general service of process or taxation in any such jurisdiction where it is not then so subject and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence the Exchange Offer with respect to the Securities registered pursuant to such Exchange Offer Registration StatementOffer. The Company Stage II Issuer and each of the Guarantors shall use their commercially reasonable best efforts to Consummate such the Exchange Offer with respect to the Securities registered pursuant to such Exchange Offer Registration Statement not later than 270 days following the Closing Date (or if such 270th day is not a Business DayJune 18, the next succeeding Business Day) 2014 (the “Exchange Date”). Such The Exchange Offer, if required pursuant to this Section 3(a), Offer shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of such Transfer Restricted Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.

Registered Exchange Offer. (a) Unless an Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof have been complied with), or there are no Transfer Restricted Securities outstanding, each of the Company and the Guarantors shall (i) use its commercially reasonable efforts to cause to be filed file with the Commission a Registration Statement under the Securities Act relating to the Exchange Securities and the related Exchange Offer for the Transfer Restricted Securities and Securities, (ii) use commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective, (iii) in connection with the foregoing, file (A) all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities registered pursuant to such Exchange Offer Registration Statement to be made under the state securities or blue sky Blue Sky laws of such jurisdictions as are necessary to permit Consummation of such Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence the Exchange Offer with respect to the Exchange Securities registered pursuant to such Exchange Offer Registration Statement. The Company shall use commercially reasonable efforts to Consummate such Exchange Offer with respect to the Exchange Securities registered pursuant to such Exchange Offer Registration Statement not later than 270 360 days following the Closing Date (or if such 270th 360th day is not a Business Day, the next succeeding Business Day) (the “Exchange Date”). Such Exchange Offer, if required pursuant to this Section 3(a), shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of such Transfer Restricted Exchange Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.

Registered Exchange Offer. (a) Unless an the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof have been complied with), or there are no Transfer Restricted Securities outstanding, each of the Company and the Guarantors shall (i) use its commercially their reasonable best efforts to cause to be filed with the Commission a Registration Statement under the Securities Act relating to the Exchange Securities and the related Exchange Offer for the Transfer Restricted Securities and Offer, (ii) use commercially their reasonable best efforts to cause such Exchange Offer Registration Statement to become effective, (iii) in connection with the foregoing, file (A) all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities registered pursuant to such Exchange Offer Registration Statement to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of such the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, promptly commence the Exchange Offer with respect to Offer. Each of the Securities registered pursuant to such Exchange Offer Registration Statement. The Company and the Guarantors shall use commercially its reasonable best efforts to Consummate such the Exchange Offer with respect to the Securities registered pursuant to such Exchange Offer Registration Statement not later than 270 366 days following the Closing Date (or if such 270th 366th day is not a Business Day, the next succeeding Business Day) (the “Exchange Date”); provided, however, that the Company shall not be required to Consummate such Exchange Offer if all of the Securities are Freely Tradable on or before the Exchange Date. Such The Exchange Offer, if required pursuant to this Section 3(a), shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of such Transfer Restricted Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.

Registered Exchange Offer. (a) Unless an the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof have been complied with), or there are no Transfer Restricted Securities outstanding, each of the Company Company, the Co-Issuer and the Guarantors shall (i) use its commercially reasonable efforts to cause to be filed prepare and file with the Commission a an Exchange Offer Registration Statement under the Securities Act relating to the Exchange Securities and the related Exchange Offer for on an appropriate form under the Transfer Restricted Securities and Act not later than February 11, 2013; provided, however, that if such filing is not made on or prior to February 11, 2013, no Additional Interest (as defined in Section 5 hereof) shall be payable, (ii) use its commercially reasonable efforts to cause such an Exchange Offer Registration Statement to become effectiveeffective as promptly as possible (unless it becomes effective automatically upon filing), but in no event later than 180 days after the Closing Date (or if such 180th day is not a Business Day, the next succeeding Business Day), (iii) in connection with the foregoing, file (A) all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities registered pursuant to such Exchange Offer Registration Statement to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of such the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence the Exchange Offer with respect to the Securities registered pursuant to such Exchange Offer Registration StatementOffer. The Company shall use commercially reasonable efforts to Consummate such Exchange Offer with respect to the Securities registered pursuant to such Exchange Offer Registration Statement not later than 270 days following the Closing Date (or if such 270th day is not a Business Day, the next succeeding Business Day) (the “Exchange Date”). Such Exchange Offer, if required pursuant to this Section 3(a), shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of such Transfer Restricted Exchange Securities held acquired by Broker-Dealers in exchange for Initial Securities as contemplated by Section 3(c) hereof.

Registered Exchange Offer. (a) Unless an the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof have been complied with), all of the Securities are Freely Tradable on or before the 395th day following the Closing Date (or if such 395th day is not a Business Day, the next succeeding Business Day) (the “Registration Trigger Date”) or there are no Transfer Restricted Securities outstanding, each of the Company and the Guarantors shall (i) use its commercially reasonable efforts to cause to be filed with the Commission Commission, a Registration Statement under the Securities Act relating to the Exchange Securities and the related Exchange Offer for the Transfer Restricted Securities and Offer, (ii) use commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective, (iii) in connection with the foregoing, file (A) all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities registered pursuant to such Exchange Offer Registration Statement to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of such the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence the Exchange Offer with respect to the Securities registered pursuant to such Exchange Offer Registration Statement. The Company shall Offer, and (v) use its commercially reasonable efforts to Consummate such the Exchange Offer with respect to the Securities registered pursuant to such Exchange Offer Registration Statement not later than 270 515 days following the Closing Date (or if such 270th 515th day is not a Business Day, the next succeeding Business Day) (the “Exchange Date”). Such The Exchange Offer, if required pursuant to this Section 3(a), shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of such Transfer Restricted Initial Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.

Registered Exchange Offer. (a) Unless an Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof have been complied with), or there are no Transfer Restricted Securities outstanding, each of the Company and the Guarantors shall (i) use its commercially reasonable efforts to cause to be filed with the Commission a Registration Statement under the Securities Act relating to the Exchange Securities and the related Exchange Offer for the Transfer Restricted Securities and (ii) use commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective, (iii) in connection with the foregoing, file (A) all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities registered pursuant to such Exchange Offer Registration Statement to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of such Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence the Exchange Offer with respect to the Securities registered pursuant to such Exchange Offer Registration Statement. The Company shall use commercially reasonable efforts to Consummate such Exchange Offer with respect to the Securities registered pursuant to such Exchange Offer Registration Statement not later than 270 days following the Closing Date March 15,2010 (or if such 270th day is not a Business Day, the next succeeding Business Day) (the “Exchange Date”). Such Exchange Offer, if required pursuant to this Section 3(a), shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of such Transfer Restricted Securities held by Broker-Dealers as contemplated by Section 3(c) hereof. Each of the Company and the Guarantors shall use commercially reasonable efforts to cause all Exchange Securities to have the same CUSIP number.

Registered Exchange Offer. (a) Unless an the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof have been complied with), or there are no Transfer Restricted Securities outstanding, each of the Company Company, the Co-Issuer and the Guarantors shall (i) use its commercially reasonable efforts to cause to be filed prepare and file with the Commission a the Exchange Offer Registration Statement on an appropriate form under the Securities Act relating to the Exchange Securities and the related Exchange Offer for the Transfer Restricted Securities and Act, (ii) use its commercially reasonable efforts to cause such the Exchange Offer Registration Statement to become effectiveeffective as promptly as possible (unless it becomes effective automatically upon filing), but in no event later than 365 days after the earlier of (A) the closing of the Merger and (B) August 1, 2014 (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 the Exchange Offer Registration Statement as may be necessary in order to cause such the Exchange Offer Registration Statement to become effective, (B) if applicable, file a post-effective amendment to such the Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Second Lien Exchange Securities registered pursuant to such and the Subordinated Exchange Offer Registration Statement Securities to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of such the Exchange Offer, and (iv) upon the effectiveness of such the Exchange Offer Registration Statement, commence the Exchange Offer with respect to the Securities registered pursuant to such Exchange Offer Registration StatementOffer. The Company shall use commercially reasonable efforts to Consummate such Exchange Offer with respect to the Securities registered pursuant to such Exchange Offer Registration Statement not later than 270 days following the Closing Date (or if such 270th day is not a Business Day, the next succeeding Business Day) (the “Exchange Date”). Such Exchange Offer, if required pursuant to this Section 3(a), shall be on the appropriate form permitting registration of the Second Lien Exchange Securities and the Subordinated Exchange Securities to be offered in exchange for the Transfer Restricted Second Lien Securities and the Transfer Restricted Subordinated Securities, respectively, and to permit resales of such Transfer Restricted Second Lien Exchange Securities held and Subordinated Exchange Securities acquired by Broker-Dealers in exchange for Initial Second Lien Securities and Initial Subordinated Securities, respectively, as contemplated by Section 3(c) hereof.

Registered Exchange Offer. (a) Unless an the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof have been complied with), or there are no Transfer Restricted Securities outstanding, each of the Company and the Guarantors shall (i) use its commercially reasonable efforts to cause to be filed with the Commission as soon as practicable after the Closing Date, but in no event later than 360 days after the Closing Date (or if such 360th 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 related Exchange Offer for the Transfer Restricted Securities and Offer, (ii) use its commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effectiveeffective at the earliest possible time, but in no event later than 480 days after the Closing Date (or if such 480th day is not a Business Day, the next succeeding Business Day), (iii) in connection with the foregoing, foregoing use its commercially reasonable efforts to file (A) all pre-pre- effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities registered pursuant to such Exchange Offer Registration Statement to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of such the Exchange Offer; provided, however that neither the Company nor the Guarantors shall be required to take any action that would subject them to general service of process or taxation, other than as to matters and transactions relating to the Registration Statement, in any jurisdiction where they are not already subject, and (iv) upon as promptly as practicable after the effectiveness of such Exchange Offer Registration Statement, commence the Exchange Offer with respect to the Securities registered pursuant to such Offer. The Exchange Offer Registration Statement. The Company shall use commercially reasonable efforts to Consummate such Exchange Offer with respect to the Securities registered pursuant to such Exchange Offer Registration Statement not later than 270 days following the Closing Date (or if such 270th day is not a Business Day, the next succeeding Business Day) (the “Exchange Date”). Such Exchange Offer, if required pursuant to this Section 3(a), shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of such Transfer Restricted Initial Securities held by Broker-Dealers that were acquired for their own account as a result of market-making activities or other trading activities (other than Transfer Restricted Securities acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) hereof.

Registered Exchange Offer. (a) Unless an the Exchange Offer shall not be permissible under permitted by applicable law or Commission policy (after the procedures set forth in Section 6(a6(a)(i) hereof below have been complied with), or there are no Transfer Restricted Securities outstanding, each of the Company and the Guarantors shall (i) use its all commercially reasonable efforts to cause the Exchange Offer Registration Statement to be filed with the Commission a Registration Statement under Commission, as soon as practicable after the Securities Act relating to Closing Date, but in no event later than 90 days after the Exchange Securities and Closing Date (such 90th day being the related Exchange Offer for the Transfer Restricted Securities and “Filing Deadline”), (ii) use all commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effectiveeffective at the earliest possible time, but in no event later than the day that is the 180th day after such Exchange Offer Registration Statement was filed with the Commission (such day being the “Exchange Offer Effectiveness Deadline”), (iii) in connection with the foregoing, file (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement it to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings filings, if any, in connection with the registration and qualification of the Exchange Securities registered pursuant to such Exchange Offer Registration Statement Notes to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of such the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence the Exchange Offer with respect to the Securities registered pursuant to such Exchange Offer Registration Statement. The Company shall use all commercially reasonable efforts to commence and Consummate such the Exchange Offer. The Exchange Offer with respect to the Securities registered pursuant to such Exchange Offer Registration Statement not later than 270 days following the Closing Date (or if such 270th day is not a Business Day, the next succeeding Business Day) (the “Exchange Date”). Such Exchange Offer, if required pursuant to this Section 3(a), shall be on the appropriate form permitting (i) registration of the Exchange Securities Notes to be offered in exchange for the Initial Notes that are Transfer Restricted Securities and to permit (ii) resales of such Transfer Restricted Securities held Exchange Notes by Broker-Dealers that tendered into the Exchange Offer Initial Notes that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Initial Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) hereofbelow. The Exchange Offer shall not be subject to any conditions, other than that (i) the Exchange Offer does not violate applicable law or any applicable interpretation of the staff of the SEC and (ii) no action or proceeding shall have been instituted or threatened in any court or by any governmental agency which might materially impair the ability of the Company and the Guarantors to proceed with the Exchange Offer, and no material adverse development shall have occurred in any existing action or proceeding with respect to the Company and Guarantors.

Registered Exchange Offer. (a) Unless an the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof have been complied with), or there are no Transfer Restricted Securities outstanding, each of the Company and the Guarantors Issuer shall (i) use its commercially reasonable efforts to cause to be filed with the Commission after the Closing Date, a Registration Statement under the Securities Act relating to the Exchange Securities and the related Exchange Offer for the Transfer Restricted Securities and Offer, (ii) use its commercially reasonable best efforts to cause such Exchange Offer Registration Statement to become be declared effective, (iii) in connection with the foregoing, file (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) if applicable, file a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) use its commercially reasonable best efforts to cause all necessary filings in connection with the registration and qualification of the Exchange Securities registered pursuant to such Exchange Offer Registration Statement to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of such the Exchange Offer; provided, however, that neither the Issuer nor the Guarantors shall be required to (x) qualify as a foreign corporation or as a dealer in securities in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(a) or (y) take any action which would subject it to general service of process or taxation in any such jurisdiction where it is not then so subject and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence the Exchange Offer with respect to the Securities registered pursuant to such Exchange Offer Registration StatementOffer. The Company Issuer and each of the Guarantors shall use their commercially reasonable best efforts to Consummate such the Exchange Offer with respect to the Securities registered pursuant to such Exchange Offer Registration Statement not later than 270 365 days following the Closing Date (or if such 270th 365th day is not a Business Day, the next succeeding Business Day) (the “Exchange Date”). Such The Exchange Offer, if required pursuant to this Section 3(a), Offer shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of such Transfer Restricted Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.

Registered Exchange Offer. (a) Unless an the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof have been complied with), or there are no Transfer Restricted Securities outstanding, after the Registration Trigger Date each of the Company Company, the Co-Issuer and the Guarantors shall (i) use its commercially reasonable efforts to cause to be filed with the Commission as soon as practicable after the Registration Trigger Date, a Registration Statement under the Securities Act relating to the Exchange Securities and the related Exchange Offer for the Transfer Restricted Securities and Offer, (ii) use its commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effectiveeffective as promptly as possible thereafter (unless it becomes effective automatically upon filing), (iii) in connection with the foregoing, file (A) all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities registered pursuant to such Exchange Offer Registration Statement to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of such the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence the Exchange Offer with respect and issue Exchange Securities in exchange for all Initial Securities validly tendered in the Exchange Offer; provided, however, that the Company, the Co-Issuer and the Guarantors shall not be required to the Securities registered pursuant to such Exchange Offer Registration Statement. The Company shall use commercially reasonable efforts to Consummate such Exchange Offer with respect to the Securities registered pursuant to such file an Exchange Offer Registration Statement not later than 270 days following or Consummate an Exchange Offer if all of the Closing Date (or if such 270th day is not a Business Day, the next succeeding Business Day) (the “Initial Securities are Freely Tradable Securities. The Exchange Date”). Such Exchange Offer, if required pursuant to this Section 3(a), Offer shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of such Transfer Restricted Initial Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.

Registered Exchange Offer. (a) Unless an Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof have been complied with), or there are no Transfer Restricted Securities outstanding, each of the Company and the Guarantors shall (i) use its commercially reasonable efforts to cause to be filed with the Commission a Registration Statement under the Securities Act relating to the Exchange Securities of each applicable Series and the related Exchange Offer for the Transfer Restricted Securities of such Series and (ii) use commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective, (iii) in connection with the foregoing, file (A) all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities registered pursuant to such Exchange Offer Registration Statement to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of such Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence the Exchange Offer with respect to the each Series of Securities registered pursuant to such Exchange Offer Registration Statement. The Company shall use commercially reasonable efforts to Consummate such Exchange Offer with respect to the each Series of Securities registered pursuant to such Exchange Offer Registration Statement not later than 270 366 days following the Closing Date (or if such 270th 366th day is not a Business Day, the next succeeding Business Day) (the “Exchange Date”); provided, however, that the Company and the Guarantors shall not be required to Consummate such Exchange Offer if all of the Securities of each applicable Series are Freely Tradable (other than such Securities held by affiliates of the Company) on or before the Exchange Date. Such Exchange Offer, if required pursuant to this Section 3(a), shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the each applicable Series of Transfer Restricted Securities and to permit resales of such Transfer Restricted Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.

Registered Exchange Offer. (a) Unless an the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof below have been complied with), or there are no Transfer Restricted Securities outstanding, each of the Company and the Guarantors shall (i) use its commercially reasonable efforts to cause to be filed file with the Commission a an Exchange Offer Registration Statement with respect to a registered offer to exchange the Initial Securities for Exchange Securities under the Indenture in the same aggregate principal amount as and with terms that shall be identical in all respects to the Initial Securities Act relating to (except that the Exchange Securities shall not contain terms with respect to the interest rate step-up provision and the related Exchange Offer for the Transfer Restricted Securities and transfer restrictions), (ii) use their commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effectiveeffective under the Securities Act, (iii) in connection with the foregoing, file (A) all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) if applicable, a Prospectus supplement or post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities registered pursuant to such Exchange Offer Registration Statement to be made under the state securities or blue sky Blue Sky laws of such jurisdictions as are necessary to permit Consummation of such the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence the Exchange Offer with respect to the Securities registered pursuant to such Exchange Offer Registration Statement. The Company shall use commercially reasonable efforts to Consummate such Exchange Offer with respect to the Securities registered pursuant to promptly after such Exchange Offer Registration Statement not later than 270 days following is declared effective, commence the Closing Date (or if such 270th day is not a Business Day, the next succeeding Business Day) (the “Exchange Date”). Such Exchange Offer, if required pursuant to this Section 3(a), . The Exchange Offer Registration Statement shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of such Transfer Restricted Securities held by Broker-Dealers as contemplated by Section 3(c) hereofbelow.

Registered Exchange Offer. (a) Unless an Exchange Offer shall To the extent not be permissible under prohibited by applicable law or Commission policy policy, rule or regulation (after the procedures set forth in Section 6(a6(a)(i)(x) hereof below have been complied withwith if the Company elects to comply with such Section 6(a)(i)(x) below instead of Section 6(a)(i)(y) below), or there are no Transfer Restricted Securities outstanding, each of the Company and the Guarantors shall (i) use its commercially reasonable efforts to cause the Exchange Offer Registration Statement to be filed with the Commission a Registration Statement under no later than 210 days after the Securities Act relating to issue date of the Exchange Securities and Initial Notes (such date being the related “Exchange Offer for the Transfer Restricted Securities and Filing Deadline”), (ii) use their commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effectiveor be declared effective no later than 270 days after the issue date of the Initial Notes (such 270th day being the “Exchange Offer Effectiveness Deadline”), (iii) in connection with the foregoing, file use their commercially reasonable efforts to (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement it to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act Statement, and (C) cause all necessary filings filings, if any, in connection with the registration and qualification of the Exchange Securities registered pursuant to such Exchange Offer Registration Statement Notes to be made under the state securities or blue sky Blue Sky laws of such jurisdictions as are necessary to permit Consummation of such the Exchange Offer, and (iv) upon as soon as reasonably practicable following the effectiveness of such Exchange Offer Registration Statement, commence the Exchange Offer with respect to the Securities registered pursuant to such Exchange Offer Registration Statement. The Company shall use their commercially reasonable efforts to commence and Consummate such the Exchange Offer. The Exchange Offer with respect to the Securities registered pursuant to such Exchange Offer Registration Statement not later than 270 days following the Closing Date (or if such 270th day is not a Business Day, the next succeeding Business Day) (the “Exchange Date”). Such Exchange Offer, if required pursuant to this Section 3(a), shall be on the appropriate form permitting (i) registration of the Exchange Securities Notes to be offered in exchange for the Initial Notes that are Transfer Restricted Securities that are validly tendered into (and to permit not validly withdrawn from) the Exchange Offer by Holders and (ii) resales of such Transfer Restricted Securities held Exchange Notes by Broker-Dealers that validly tendered into (and did not validly withdraw from) the Exchange Offer Initial Notes that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Initial Notes acquired directly from the Company or any of its Affiliates), in each case as contemplated by Section 3(c) hereofbelow and provided that such Holder and Broker-Dealer makes the representations set forth in Section 6(a)(ii) below.

Registered Exchange Offer. (a) Unless an the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof have been complied with), or there are no Transfer Restricted Securities outstanding, each of the Company Issuers and the Guarantors shall (i) use its commercially reasonable efforts to cause to be filed with the Commission as soon as practicable after the Closing Date, but in no event later than 270 days after the Closing Date (or if such 270th 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 related Exchange Offer for the Transfer Restricted Securities and Offer, (ii) use commercially its reasonable best efforts to cause such Exchange Offer Registration Statement to become effectiveeffective at the earliest possible time, but in no event later than 390 days after the Closing Date (or if such 390th day is not a Business Day, the next succeeding Business Day), (iii) in connection with the foregoing, file (A) all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) use their reasonable best efforts to cause all necessary filings in connection with the registration and qualification of the Exchange Securities registered pursuant to such Exchange Offer Registration Statement to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of such the Exchange Offer, provided, however, that no Issuer or Guarantor shall be required to (1) qualify as a foreign corporation or as a dealer in securities in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(a), or (2) take any action which would subject it to general service of process or taxation in any such jurisdiction where it is not then so subject, and (iv) upon as promptly as practicable after the effectiveness of such Exchange Offer Registration Statement, commence the Exchange Offer with respect to the Securities registered pursuant to such Offer. The Exchange Offer Registration Statement. The Company shall use commercially reasonable efforts to Consummate such Exchange Offer with respect to the Securities registered pursuant to such Exchange Offer Registration Statement not later than 270 days following the Closing Date (or if such 270th day is not a Business Day, the next succeeding Business Day) (the “Exchange Date”). Such Exchange Offer, if required pursuant to this Section 3(a), shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of such Transfer Restricted Initial Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.

Registered Exchange Offer. (a) Unless an the Exchange Offer shall not be permissible under applicable law or Commission or OTS policy (after the procedures set forth in Section 6(a) hereof below have been complied with), ) or there are no Transfer Restricted Securities outstanding, each one of the Company and the Guarantors shall events set forth in Section 4(a)(ii) has occurred, (i) use its commercially reasonable efforts to cause to be filed the Company shall file with the Commission a the Exchange Offer Registration Statement under the Securities Act relating to and the Bank shall file with the OTS the Exchange Securities Offer Offering Circular under the rules and regulations of the related Exchange Offer for the Transfer Restricted Securities and OTS, in each case on or prior to April 30, 2001, (ii) the Company shall use commercially reasonable efforts to its reasoxxxxx xxxx xxxxxxx xo cause such the Exchange Offer Registration Statement to become effectiveeffective on or prior to August 31, 2001 and the Bank shall use its reasonable best efforts to cause the Exchange Offer Offering Circular to become effective on or prior to the date on which the Exchange Offer Registration Statement is declared effective by the Commission or, in the event of an Automatic Exchange, on or prior to August 31, 2001, (iii) in connection with the foregoingforegoxxx, (x) xxx Xxxxxxx xhall file (A) all pre-pre- effective amendments to such the Exchange Offer Registration Statement as may be necessary in order to cause such the Exchange Offer Registration Statement to become effective, (B) if applicable, a post-effective amendment to such the Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities registered pursuant to such Exchange Offer Registration Statement New Shares to be made under the state securities or blue sky Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (y) the Bank shall file (A) all pre-effective amendments to the Exchange Offer Offering Circular as may be necessary in order to cause the Exchange Offer Offering Circular to become effective, (B) if applicable, a post-effective amendment to the Exchange Offer Offering Circular pursuant to the rules and regulations of the OTS and (C) all necessary filings in connection with the registration and qualification of the New Bank Shares to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon unless the effectiveness of such Exchange Offer Registration Statementwould not be permitted by applicable law or Commission or OTS policy, (A) the Company will commence the Exchange Offer with respect to the Securities registered pursuant to such Exchange Offer Registration Statement. The Company shall and use commercially reasonable its best efforts to Consummate such Exchange Offer with respect issue on or prior to 30 business days after the Securities registered pursuant to such later of the date on which the Exchange Offer Registration Statement not later than 270 days following was declared effective by the Closing Date (Commission or if such 270th day is not a Business Daythe Exchange Offer Offering Circular was declared effective by the OTS, New Shares in exchange for all Preferred Shares tendered prior thereto in the next succeeding Business Day) (the “Exchange Date”). Such Exchange Offer, if required pursuant or (B) in the event of an Automatic Exchange, the Bank will commence the Exchange Offer and use its best efforts to this Section 3(a)issue on or prior to 30 business days after the date on which the Exchange Offer Offering Circular was declared effective by the OTS, New Bank Shares in exchange for all shares of Preferred Bank Stock tendered prior thereto in the Exchange Offer. The Exchange Offer Registration Statement and Exchange Offer Offering Circular shall each be on the appropriate form permitting to permit registration of the Exchange Securities New Shares or New Bank Shares, as the case may be, to be offered in exchange for the Transfer Restricted Securities and to permit resales of such Transfer Restricted Securities New Shares or New Bank Shares, as the case may be, held by Broker-Dealers as contemplated by Section 3(c) hereofbelow. The 30 business day period referred to in clause (iv) of this Section 3(a) shall not include any period during which the Company is pursuing a Commission ruling or the Bank is pursuing an OTS ruling pursuant to Section 6(a)(i) below.

Registered Exchange Offer. (a) Unless an the Exchange Offer shall not be permissible under permitted by applicable federal law or applicable interpretation of the Staff and the Commission policy (after the procedures set forth in Section 6(a6(a)(i) hereof below have been complied with), or there are no Transfer Restricted Securities outstanding, each of the Company and the Guarantors shall (i) use its commercially reasonable efforts to cause the Exchange Offer Registration Statement to be filed with the Commission a Registration Statement under on or prior to 90 days after the Securities Act relating to Closing Date (such 90th day being the Exchange Securities and the related Exchange Offer for the Transfer Restricted Securities and "FILING DEADLINE"), (ii) use commercially their reasonable best efforts to cause such Exchange Offer Registration Statement to become effectiveeffective on or prior to 180 days after the Closing Date (such 180th day being the "EFFECTIVENESS DEADLINE"), (iii) in connection with the foregoing, file (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement it to become effective, (B) file, if applicableapplicable or necessary, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings filings, if any, in connection with the registration and qualification of the Exchange Securities registered pursuant to such Exchange Offer Registration Statement Series B Notes to be made under the state securities or blue sky Blue Sky laws of such jurisdictions as are necessary to permit Consummation of such the Exchange Offer; provided that neither the Company nor any Guarantor 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 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 Consummate the Exchange Offer with respect to the Securities registered pursuant to such Offer. The Exchange Offer Registration Statement. The Company shall use commercially reasonable efforts to Consummate such Exchange Offer with respect to the Securities registered pursuant to such Exchange Offer Registration Statement not later than 270 days following the Closing Date (or if such 270th day is not a Business Day, the next succeeding Business Day) (the “Exchange Date”). Such Exchange Offer, if required pursuant to this Section 3(a), shall be on the appropriate form permitting (i) registration of the Exchange Securities Series B Notes to be offered in exchange for the Series A Notes that are Transfer Restricted Securities and to permit (ii) resales of such Transfer Restricted Securities held Series B Notes by Broker-Dealers that tendered into the Exchange Offer Series A Notes that such Broker-Dealer acquired for its own account as a result of market making activities or other trading activities (other than Series A Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) hereofbelow.

Registered Exchange Offer. (a) Unless an the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof below have been complied with), ) or there are no Transfer Restricted Securities outstanding, each one of the Company events set forth in Section 4(a)(ii) has occurred, the Issuers and the Guarantors Parent shall (i) use its commercially reasonable efforts to cause to be filed with the Commission promptly after the Closing Date, but in no event later than 90 days after the Closing Date, a Registration Statement under the Securities Act relating to the Exchange New Securities and the related Exchange Offer for the Transfer Restricted Securities and Offer, (ii) use commercially reasonable their respective best efforts to cause such Exchange Offer Registration Statement to become effectiveeffective no later than 180 days after the Closing Date, (iii) in connection with the foregoing, file (A) all pre-pre- effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange New Securities registered pursuant to such Exchange Offer Registration Statement to be made under the state securities or blue sky Blue Sky laws of such jurisdictions as are necessary to permit Consummation of such the Exchange Offer, and (iv) upon unless the effectiveness of such Exchange Offer Registration Statementwould not be permitted by applicable law or Commission policy, the Issuers will commence the Exchange Offer with respect and use their best efforts to issue on or prior to 30 business days after the date on which such Registration Statement was declared effective by the Commission, New Securities registered pursuant to such in exchange for all Securities tendered prior thereto in the Exchange Offer. The Exchange Offer Registration Statement. The Company shall use commercially reasonable efforts to Consummate such Exchange Offer with respect to the Securities registered pursuant to such Exchange Offer Registration Statement not later than 270 days following the Closing Date (or if such 270th day is not a Business Day, the next succeeding Business Day) (the “Exchange Date”). Such Exchange Offer, if required pursuant to this Section 3(a), shall be on the appropriate form permitting registration of the Exchange New Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of such Transfer Restricted New Securities held by Broker-Dealers as contemplated by Section 3(c) hereofbelow. The 90, 180 and 30 business day periods referred to in (i), (ii) and (iv) of this Section 3(a) shall not include any period during which the Issuers are pursuing a Commission ruling pursuant to Section 6(a)(i) below.

Registered Exchange Offer. (a) Unless an the Exchange Offer shall not be permissible under permitted by applicable federal law or Commission policy (after the procedures set forth in Section 6(a6(a)(i) hereof below have been complied with)) or the policies, rules or there are no Transfer Restricted Securities outstanding, each regulations of the Commission, the Company and the Guarantors shall (i) use its commercially reasonable efforts to cause the Exchange Offer Registration Statement to be filed with the Commission a Registration Statement within 30 days after the earlier of (a) the date of filing of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2012 and (b) the date on which such report should have been timely filed under the Securities Act relating to (such 30th day being the Exchange Securities and the related Exchange Offer for the Transfer Restricted Securities and “Filing Deadline”), (ii) use its commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effectiveeffective at the earliest possible time, but in no event later than 360 days after the date of the Offering Memorandum (such 360th day being the “Effectiveness Deadline”), (iii) in connection with the foregoing, file (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement it to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings filings, if any, in connection with the registration and qualification of the Exchange Securities registered pursuant to such Exchange Offer Registration Statement Notes to be made under the state securities or blue sky Blue Sky laws of such jurisdictions as are necessary to permit Consummation of such the Exchange Offer, and (iv) upon as soon as practicable following the effectiveness of such Exchange Offer Registration Statement, commence the Exchange Offer with respect to the Securities registered pursuant to such Exchange Offer Registration Statement. The Company shall use its commercially reasonable efforts to commence and Consummate such the Exchange Offer. The Exchange Offer with respect to the Securities registered pursuant to such Exchange Offer Registration Statement not later than 270 days following the Closing Date (or if such 270th day is not a Business Day, the next succeeding Business Day) (the “Exchange Date”). Such Exchange Offer, if required pursuant to this Section 3(a), shall be on the appropriate form permitting (i) registration of the Exchange Securities Notes to be offered in exchange for the Additional Notes that are Transfer Restricted Securities and to permit (ii) resales of such Transfer Restricted Securities held Exchange Notes by Broker-Dealers that tendered into the Exchange Offer Additional Notes that such Broker-Dealer acquired for its own account as a result of market making activities or other trading activities (other than Additional Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) hereofbelow.

Registered Exchange Offer. (a) Unless an the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a6(a)(i) hereof have been complied with), or there are no Transfer Restricted Securities outstanding, each of the Company and the Guarantors Issuers shall (i) use its commercially reasonable efforts to cause to be filed with the Commission on or prior to the 5th day after the first interest payment date of August 1, 2014, a Registration Statement under the Securities Act relating to the Exchange Securities and the related Exchange Offer for the Transfer Restricted Securities and Offer, (ii) use their commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effectiveeffective on or prior to the 240th day after the Closing Date, (iii) in connection with the foregoing, file (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) if applicable, file a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) use their commercially reasonable efforts to cause all necessary filings in connection with the registration and qualification of the Exchange Securities registered pursuant to such Exchange Offer Registration Statement to be made under the state securities or blue sky laws of such jurisdictions as are necessary any Holder shall reasonably request in writing by the time the Exchange Offer Registration Statement is declared effective by the Commission, it being agreed that no such registration or qualification will be made unless so requested, to permit Consummation of such the Exchange Offer; provided, however, that none of the Issuers or any of the Guarantors shall be required to (x) qualify as a foreign corporation or as a dealer in securities in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(a), or (y) take any action which would subject it to general service of process or taxation in any such jurisdiction where it is not then so subject and (iv) upon as promptly as practicable after the effectiveness of such Exchange Offer Registration Statement, commence the Exchange Offer with respect to the Securities registered pursuant to such Offer. The Exchange Offer Registration Statement. The Company shall use commercially reasonable efforts to Consummate such Exchange Offer with respect to the Securities registered pursuant to such Exchange Offer Registration Statement not later than 270 days following the Closing Date (or if such 270th day is not a Business Day, the next succeeding Business Day) (the “Exchange Date”). Such Exchange Offer, if required pursuant to this Section 3(a), shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of such Transfer Restricted Initial Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.. The Issuers and the Guarantors shall commence the Exchange Offer by mailing or otherwise furnishing the related Prospectus, appropriate letter of transmittal and other accompanying documents to each Holder of record stating, in addition to such other disclosures as are required by applicable law, substantially the following:

Registered Exchange Offer. (a) Unless an the Company shall reasonably determine that it is not permitted to file the Exchange Offer shall Registration Statement or to Consummate the Exchange Offer because the Exchange Offer is not be permissible under permitted by applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof have been complied with), or there are no Transfer Restricted Securities outstanding, each of the Parent, the Company and the other Guarantors shall (i) use its commercially reasonable efforts to (i) cause to be filed with the Commission Commission, a Registration Statement under the Securities Act relating to the Exchange Securities and the related Exchange Offer for the Transfer Restricted Securities and Offer, (ii) use commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective, (iii) in connection with the foregoing, file (A) all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effectiveeffective under the Securities Act, (B) if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities registered pursuant to such Exchange Offer Registration Statement to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of such the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence the Exchange Offer with respect to the Securities registered pursuant to such Exchange Offer Registration StatementOffer. The Parent, the Company and the other Guarantors shall use their commercially reasonable efforts to Consummate such the Exchange Offer with respect to the Securities registered pursuant to such Exchange Offer Registration Statement not later than 270 365 days following the Closing Date (or if such 270th 365th day is not a Business Day, the next succeeding Business Day) (the “Exchange Date”); provided, however, that the Parent, the Company and the other Guarantors shall not be required to Consummate such Exchange Offer if all of the Initial Securities have ceased to be Transfer Restricted Securities on or before the Exchange Date. Such The Exchange Offer, if required pursuant to this Section 3(a), shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of such Transfer Restricted Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.

Registered Exchange Offer. (a) Unless an the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof below have been complied with), ) or there are no Transfer Restricted Securities outstanding, each one of the events set forth in Section 4(a)(ii) has occurred the Company and the Guarantors Trust shall (i) use its commercially reasonable efforts to cause to be filed with the Commission promptly after the Closing Date, but in no event later than 150 days after the Closing Date, a Registration Statement under the Securities Act relating to the Exchange New Securities and the related Exchange Offer for the Transfer Restricted Securities and Offer, (ii) use commercially reasonable their respective best efforts to cause such Exchange Offer Registration Statement to become effectiveeffective no later than 180 days after the Closing Date, (iii) in connection with the foregoing, file (A) all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange New Securities registered pursuant to such Exchange Offer Registration Statement to be made under the state securities or blue sky Blue Sky laws of such jurisdictions as are necessary to permit Consummation of such the Exchange Offer, and (iv) upon unless the effectiveness of such Exchange Offer Registration Statementwould not be permitted by applicable law or Commission policy, the Company will commence the Exchange Offer with respect and use its best efforts to issue on or prior to 30 business days after the date on which such Registration Statement was declared effective by the Commission, New Securities registered pursuant to such in exchange for all Securities tendered prior thereto in the Exchange Offer. The Exchange Offer Registration Statement. The Company shall use commercially reasonable efforts to Consummate such Exchange Offer with respect to the Securities registered pursuant to such Exchange Offer Registration Statement not later than 270 days following the Closing Date (or if such 270th day is not a Business Day, the next succeeding Business Day) (the “Exchange Date”). Such Exchange Offer, if required pursuant to this Section 3(a), shall be on the appropriate form permitting registration of the Exchange New Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of such Transfer Restricted New Securities held by Broker-Dealers as contemplated by Section 3(c) hereofbelow. The 150, 180 and 30 business day periods referred to in (i), (ii) and (iii) of the Section 3(a) shall not include any period during which the Company is pursuing a Commission ruling pursuant to Section 6(a)(i) below.

Registered Exchange Offer. (a) Unless an Unless, due to a change in law or Commission policy after the date hereof, the Exchange Offer shall not be permissible under applicable federal law or Commission policy (after the procedures set forth in Section 6(a) hereof have been complied with)policy, or there are no Transfer Restricted Securities outstanding, each of the Company and the Subsidiary Guarantors shall (i) use its commercially reasonable efforts to cause to be filed with the Commission a Registration Statement under as soon as practicable on or prior to 135 days after the Securities Act relating to the Exchange Securities and the related Closing Date, an Exchange Offer for the Transfer Restricted Securities and Registration Statement, (ii) use commercially reasonable their best efforts to cause such Exchange Offer Registration Statement to become effectivebe declared effective by the Commission on or prior to 225 days after the Closing Date, (iii) unless the Exchange Offer would not be permitted by a policy of the Commission, commence the Exchange Offer and use their best efforts to issue on or prior to 45 days after the date on which the Exchange Offer Registration Statement is declared effective by the Commission (the “Exchange Offer Effective Date”) New Notes in exchange for all Old Notes tendered prior thereto in the Exchange Offer and (iv) if obligated to file the Shelf Registration Statement as provided in Section 4, use their best efforts to file the Shelf Registration Statement in accordance with the provisions of Section 4. In connection with the foregoing, file the Company and the Subsidiary Guarantors shall (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) if applicable, file a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and Act, (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities registered pursuant to such Exchange Offer Registration Statement New Notes to be made under the state securities or blue sky Blue Sky laws of such jurisdictions as are necessary to permit Consummation of such the Exchange OfferOffer (provided, however, that the Company and the Subsidiary Guarantors shall not be obligated to qualify as foreign corporations in any jurisdiction in which they are not so qualified or to take any action that would subject them to general service of process or taxation in any jurisdiction where they are not so subject) and (ivD) upon the effectiveness of such Exchange Offer Registration Statement, commence the Exchange Offer with respect to the Securities registered pursuant to such Exchange Offer Registration Statement. The Company shall and use commercially reasonable their best efforts to Consummate such Exchange Offer with respect issue on or prior to 45 days after the Securities registered pursuant to date on which such Exchange Offer Registration Statement not later than 270 days following is declared effective by the Closing Date (or if such 270th day is not a Business DayCommission, New Notes in exchange for all Old Notes tendered in the next succeeding Business Day) (the “Exchange Date”). Such Exchange Offer, if required pursuant to this Section 3(a), . The Exchange Offer Registration Statement shall be on the appropriate form permitting registration of the Exchange Securities New Notes to be offered in exchange for the Transfer Restricted Securities and to permit resales of such Transfer Restricted Securities New Notes held by Broker-Dealers as contemplated by Section 3(c) hereofbelow. If, after such Exchange Offer Registration Statement initially is declared effective by the Commission, the Exchange Offer or the issuance of New Notes under the Exchange Offer or the resale of New Notes received by Broker-Dealers in the Exchange Offer as contemplated by Section 3(c) below is interfered with by any stop order, injunction or other order or requirement of the Commission or any other governmental agency or court, such Exchange Offer Registration Statement shall be deemed not to have become effective for purposes of this Agreement during the period that such stop order, injunction or other similar order or requirement shall remain in effect.

Registered Exchange Offer. (a) Unless an If any of the Initial Securities are not Freely Tradable by the 365th calendar day following the Closing Date, then, unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof below have been complied with), or there are no Transfer Restricted Securities outstanding, each of the Company and the Guarantors shall (i) use its commercially reasonable efforts to cause to be filed file with the Commission a an Exchange Offer Registration Statement with respect to a registered offer to exchange the Initial Securities for Exchange Securities under the Indenture in the same aggregate principal amount as and with terms that shall be identical in all respects to the Initial Securities Act relating to (except that the Exchange Securities shall not contain terms with respect to the interest rate step-up provision and the related Exchange Offer for the Transfer Restricted Securities and transfer restrictions), (ii) use their commercially reasonable best efforts to cause such Exchange Offer Registration Statement to become effectiveeffective under the Securities Act, (iii) in connection with the foregoing, file (A) all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities registered pursuant to such Exchange Offer Registration Statement to be made under the state securities or blue sky Blue Sky laws of such jurisdictions as are necessary to permit Consummation of such the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence the Exchange Offer with respect to the Securities registered pursuant to such Exchange Offer Registration Statement. The Company shall use commercially reasonable efforts to Consummate such Exchange Offer with respect to the Securities registered pursuant to promptly after such Exchange Offer Registration Statement not later than 270 days following is declared effective, commence the Closing Date (or if such 270th day is not a Business Day, the next succeeding Business Day) (the “Exchange Date”). Such Exchange Offer, if required pursuant to this Section 3(a), . The Exchange Offer Registration Statement shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of such Transfer Restricted Securities held by Broker-Dealers as contemplated by Section 3(c) hereofbelow.

Registered Exchange Offer. (a) Unless an Unless, due to a change in law or Commission policy after the date hereof, the Exchange Offer shall not be permissible under applicable federal law or Commission policy (after the procedures set forth in Section 6(a) hereof have been complied with)policy, or there are no Transfer Restricted Securities outstanding, each of the Company and the Guarantors shall (i) use its commercially reasonable efforts to cause to be filed with the Commission as soon as practicable on or prior to 60 days after the Closing Date, a Registration Statement under the Securities Act relating to the Exchange Securities New Notes and the related Exchange Offer for the Transfer Restricted Securities and (ii) use commercially reasonable its best efforts to cause such Exchange Offer Registration Statement to become effective, (iii) in be declared effective by the Commission as soon as practicable on or prior to 120 days after the Closing Date. In connection with the foregoing, file the Company shall (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) if applicable, file a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and Act, (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities registered pursuant to such Exchange Offer Registration Statement New Notes to be made under the state securities or blue sky Blue Sky laws of such jurisdictions as are necessary to permit Consummation of such the Exchange OfferOffer (provided, however, that the Company shall not be obligated to qualify as a foreign corporation in any jurisdiction in which it is not so qualified or to take any action that would subject it to general service of process or taxation in any jurisdiction where it is not so subject, except service of process with respect to the offering and sale of the Notes) and (ivD) upon the effectiveness of such Exchange Offer Registration Statement, commence the Exchange Offer with respect and use its best efforts to issue on or prior to 45 days after the Securities registered pursuant to such Exchange Offer Registration StatementEffective Date, New Notes in exchange for all Old Notes tendered in the Exchange Offer. The Company shall use commercially reasonable efforts to Consummate such Exchange Offer with respect to the Securities registered pursuant to such Exchange Offer Registration Statement not later than 270 days following the Closing Date (or if such 270th day is not a Business Day, the next succeeding Business Day) (the “Exchange Date”). Such Exchange Offer, if required pursuant to this Section 3(a), shall be on the appropriate form permitting registration of the Exchange Securities New Notes to be offered in exchange for the Transfer Restricted Securities and to permit resales of such Transfer Restricted Securities New Notes held by Broker-Dealers as contemplated by Section 3(c) hereofbelow. If, after such Exchange Offer Registration Statement initially is declared effective by the Commission, the Exchange Offer or the issuance of New Notes under the Exchange Offer or the resale of New Notes received by Broker-Dealers in the Exchange Offer as contemplated by Section 3(c) below is interfered with by any stop order, injunction or other order or requirement of the Commission or any other governmental agency or court, such Registration Statement shall be deemed not to have become effective for purposes of this Agreement during the period that such stop order, injunction or other similar order or requirement shall remain in effect.

Registered Exchange Offer. (a) Unless an the Company determines in good faith after consultation with counsel that the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof have been complied with), or there are no Transfer Restricted Securities outstanding, each of the Company and the Guarantors shall (i) use its commercially reasonable efforts to cause to be filed (i) file with the Commission a Registration Statement under the Securities Act relating to the Exchange Securities and the related Exchange Offer for the Transfer Restricted Securities and Offer, (ii) use commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective, be declared effective by the Commission under the Securities Act and (iii) in cause the Exchange Offer to be Consummated no later than the 720th day after the Closing Date (or if such 720th day is not a Business Day, the next succeeding Business Day). In connection with the foregoing, file the Company and the Guarantors will (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) if applicable, file a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities registered pursuant to such Exchange Offer Registration Statement to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of such the Exchange Offer; provided, and however, that neither the Company nor the Guarantors shall be required to (ivx) upon the effectiveness qualify as a foreign corporation or as a dealer in securities in any jurisdiction where it would not be otherwise required to qualify but for this Section 3(a) or (y) take any action that would subject it to general service of process or taxation in any such Exchange Offer Registration Statement, commence the Exchange Offer with respect to the Securities registered pursuant to such Exchange Offer Registration Statementjurisdiction where it is not then so subject. The Company shall use commercially reasonable efforts to Consummate such Exchange Offer with respect to the Securities registered pursuant to such Exchange Offer Registration Statement not later than 270 days following the Closing Date (or if such 270th day is not a Business Day, the next succeeding Business Day) (the “Exchange Date”). Such Exchange Offer, if required pursuant to this Section 3(a), shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of such Transfer Restricted Initial Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.

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

Registered Exchange Offer. (a) Unless an the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof below have been complied with), ) or there are no Transfer Restricted Securities outstandingoutstanding on the Expected Freely Tradable Date, each of the Company and the Guarantors shall (i) use its commercially reasonable efforts to cause to be filed with the Commission a Registration Statement under the Securities Act relating to the Exchange Securities Notes and the related Exchange Offer for the Transfer Restricted Securities and Offer, (ii) use commercially its reasonable best efforts to cause such Exchange Offer Registration Statement to become effectiveeffective as promptly as possible, (iii) in connection with the foregoing, use its reasonable best efforts to file (A) all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities registered pursuant to such Exchange Offer Registration Statement Notes to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer (provided, however, that the Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such Exchange Offerjurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation), and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence the Exchange Offer with respect to the Securities registered pursuant to such Exchange Offer Registration StatementOffer. The Company shall use commercially reasonable best efforts to Consummate such the Exchange Offer with respect to the Securities registered pursuant to such Exchange Offer Registration Statement not later than 270 90 days following the Closing Expected Freely Tradable Date (or if such 270th 90th day is not a Business Day, the next succeeding Business Day) (the “Exchange Date”); provided, however, that the Company shall not be required to Consummate such Exchange Offer if all of the Securities are Freely Tradable on or before the Expected Freely Tradable Date. Such The Exchange Offer, if required pursuant to this Section 3(a), shall be on the appropriate form permitting registration of the Exchange Securities Notes to be offered in exchange for the Transfer Restricted Securities and to permit resales of such Transfer Restricted Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.

Registered Exchange Offer. (a) Unless an the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof below have been complied with)) or one of the events set forth in Section 4(a)(ii) has occurred, or there are no Transfer Restricted Securities outstanding, each of the Company and the Guarantors shall (i) use its commercially reasonable efforts to cause to be filed with the Commission promptly after the Closing Date, but in no event later than 90 days after the Closing Date, a Registration Statement under the Securities Act relating to the Exchange New Securities and the related Exchange Offer for the Transfer Restricted Securities and Offer, (ii) use commercially reasonable their respective best efforts to cause such Exchange Offer Registration Statement to become effectiveeffective no later than 150 days after the Closing Date, (iii) in connection with the foregoing, file (A) all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange New Securities registered pursuant to such Exchange Offer Registration Statement to be made under the state securities or blue sky Blue Sky laws of such jurisdictions as are necessary to permit Consummation of such the Exchange Offer, and (iv) upon unless the effectiveness of such Exchange Offer Registration Statementwould not be permitted by applicable law or Commission policy, the Company will commence the Exchange Offer with respect and use their best efforts to issue on or prior to 30 business days after the date on which such Registration Statement was declared effective by the Commission, New Securities registered pursuant to such in exchange for all Securities tendered prior thereto in the Exchange Offer. The Exchange Offer Registration Statement. The Company shall use commercially reasonable efforts to Consummate such Exchange Offer with respect to the Securities registered pursuant to such Exchange Offer Registration Statement not later than 270 days following the Closing Date (or if such 270th day is not a Business Day, the next succeeding Business Day) (the “Exchange Date”). Such Exchange Offer, if required pursuant to this Section 3(a), shall be on the appropriate form permitting registration of the Exchange New Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of such Transfer Restricted New Securities held by Broker-Dealers as contemplated by Section 3(c) hereofbelow. The 90, 150 and 30 business day periods referred to in (i), (ii) and (iv) of this Section 3(a) shall not include any period during which the Company is pursuing a Commission ruling pursuant to Section 6(a)(i) below.

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

Registered Exchange Offer. (a) Unless an the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof have been complied with), or there are no Transfer Restricted Securities outstanding, each of the Company and the Guarantors shall (i) use its commercially reasonable efforts to cause to be filed with the Commission Commission, a Registration Statement under the Securities Act relating to the Exchange Securities and the related Exchange Offer for the Transfer Restricted Securities and Offer, (ii) use commercially its reasonable best efforts to cause such Exchange Offer Registration Statement to become effective, (iii) in connection with the foregoing, file (A) all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities registered pursuant to such Exchange Offer Registration Statement to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of such the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence the Exchange Offer with respect to Offer. Each of the Securities registered pursuant to such Exchange Offer Registration Statement. The Company and the Guarantors shall use commercially its reasonable best efforts to Consummate such the Exchange Offer with respect to the Securities registered pursuant to such Exchange Offer Registration Statement not later than 270 365 days following the Closing Date (or if such 270th 365th day is not a Business Day, the next succeeding Business Day) (the “Exchange Date”); provided, however, that (x) the Company and the Guarantors shall not be required to Consummate such Exchange Offer if all of the Securities are Freely Tradable on or before the Exchange Date and (y) if the Company believes in good faith that the Securities will be Freely Tradable by the Exchange Date, then it shall not be obligated to file the Registration Statement referred to in clause (i) above prior to the Exchange Date. Such The Exchange Offer, if required pursuant to this Section 3(a), shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of such Transfer Restricted Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.

Registered Exchange Offer. (a) Unless an the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof have been complied with), or there are no Transfer Restricted Securities outstanding, each of the Company Issuers and the Guarantors Parent shall (i) use its commercially reasonable efforts to (i) cause to be filed with the Commission a an Exchange Offer Registration Statement under the Securities Act relating to the Exchange Securities Notes and the related Exchange Offer for the Transfer Restricted Securities and Offer, (ii) use commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective, (iii) in connection with the foregoing, file (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) if applicable, file a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities registered pursuant to such Exchange Offer Registration Statement Notes to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of such the Exchange Offer; provided, however, that the Issuers and the Guarantors shall not be required to (1) qualify as a foreign corporation or other entity or as a dealer in securities in any jurisdiction where they would not otherwise be required to so qualify, (2) file any general consent to service of process in any such jurisdiction or (3) subject themselves to taxation, other than as to matters and transactions relating to the Shelf Registration Statement, in any jurisdiction where they are not then so subject, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence the Exchange Offer with respect to the Securities registered pursuant to such Exchange Offer Registration StatementOffer. The Company shall use commercially reasonable efforts to Consummate such Exchange Offer with respect to the Securities registered pursuant to such Exchange Offer Registration Statement not later than 270 days following the Closing Date (or if such 270th day is not a Business Day, the next succeeding Business Day) (the “Exchange Date”). Such Exchange Offer, if required pursuant to this Section 3(a), shall be on the appropriate form permitting registration of the Exchange Securities Notes to be offered in exchange for the Transfer Restricted Securities Notes and to permit resales of such Transfer Restricted Securities Exchange Notes received in exchange for Initial Notes held by Broker-Dealers as contemplated by Section 3(c) hereof, which form shall be selected by the Issuers and the Parent.

Registered Exchange Offer. (a) Unless If the restrictive legend on the Initial Securities is not removed and an Exchange Offer shall unrestricted CUSIP number is not be permissible provided with respect to the Initial Securities (in each case, other than with respect to Persons that are Affiliates of the Company) and the Initial Securities are not freely tradeable pursuant to Rule 144 under applicable law or Commission policy the Securities Act (by Persons other than Affiliates of the Issuers) as of the 370th day after the procedures set forth in Section 6(a) hereof have been complied with), or there are no Transfer Restricted Securities outstandingClosing Date, each of the Company Issuers and the Guarantors shall shall, at their cost, (i) use its commercially reasonable efforts to cause to be filed with the Commission a Commission, an Exchange Offer Registration Statement under the Securities Act relating to the Exchange Securities and the related Exchange Offer for the (other than Transfer Restricted Securities acquired by any Broker-Dealer directly from the Issuers) and the Exchange Offer, (ii) use their commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective, (iii) in connection with which shall include the foregoing, file (A) filing of all pre-effective necessary amendments to such Exchange Offer Registration Statement as may be necessary in order Statement) to cause such Exchange Offer Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities registered pursuant to such Exchange Offer Registration Statement to be made under declared effective by the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of such Exchange Offer, Commission and (iviii) upon the effectiveness of such the Exchange Offer Registration Statement, promptly commence the Exchange Offer with respect to the Securities registered pursuant to such Offer. The Exchange Offer Registration Statement. The Company shall use commercially reasonable efforts to Consummate such Exchange Offer with respect to the Securities registered pursuant to such Exchange Offer Registration Statement not later than 270 days following the Closing Date (or if such 270th day is not a Business Day, the next succeeding Business Day) (the “Exchange Date”). Such Exchange Offer, if required pursuant to this Section 3(a), shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities (other than Transfer Restricted Securities acquired by any Broker-Dealer directly from the Issuers) and to permit resales of such Transfer Restricted Securities held by Broker-Dealers as contemplated by Section 3(c) hereof; provided, however, that if prior to the time that the Exchange Offer is Consummated the Initial Securities become freely tradeable pursuant to Rule 144 under the Securities Act (by Persons other than Affiliates of the Issuers), then the obligations of the Issuers and the Guarantors under this Section 3(a) shall cease and be of no further force and effect.

Registered Exchange Offer. (a) Unless an If any of the Initial Securities are not Freely Tradable by the 366th calendar day following the Closing Date, then, unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof below have been complied with), or there are no Transfer Restricted Securities outstanding, each of the Company and the Guarantors shall (i) use its commercially reasonable efforts to cause to be filed file with the Commission a an Exchange Offer Registration Statement with respect to a registered offer to exchange the Initial Securities for Exchange Securities under the Indenture in the same aggregate principal amount as and with terms that shall be identical in all respects to the Initial Securities Act relating to (except that the Exchange Securities shall not contain terms with respect to the interest rate step-up provision and the related Exchange Offer for the Transfer Restricted Securities and transfer restrictions), (ii) use their commercially reasonable best efforts to cause such Exchange Offer Registration Statement to become effectiveeffective under the Securities Act, (iii) in connection with the foregoing, file (A) all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities registered pursuant to such Exchange Offer Registration Statement to be made under the state securities or blue sky Blue Sky laws of such jurisdictions as are necessary to permit Consummation of such the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence the Exchange Offer with respect to the Securities registered pursuant to such Exchange Offer Registration Statement. The Company shall use commercially reasonable efforts to Consummate such Exchange Offer with respect to the Securities registered pursuant to promptly after such Exchange Offer Registration Statement not later than 270 days following is declared effective, commence the Closing Date (or if such 270th day is not a Business Day, the next succeeding Business Day) (the “Exchange Date”). Such Exchange Offer, if required pursuant to this Section 3(a), . The Exchange Offer Registration Statement shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of such Transfer Restricted Securities held by Broker-Dealers as contemplated by Section 3(c) hereofbelow.

Registered Exchange Offer. (a) Unless an Unless, due to a change in federal law or Commission policy after the date hereof, the Exchange Offer shall not be permissible under permitted by applicable federal law or Commission policy (after the procedures set forth in Section 6(a) hereof have been complied with)policy, or there are no Transfer Restricted Securities outstanding, each of the Company and the Guarantors Guarantor shall (i) use its commercially reasonable efforts to cause to be filed with the Commission a on or prior to 90 days after the Closing Date, an Exchange Offer Registration Statement under the Securities Act relating to the Exchange Securities New Notes and the related Exchange Offer for the Transfer Restricted Securities and (ii) use commercially reasonable their best efforts to cause such Exchange Offer Registration Statement to become effective, (iii) in be declared effective by the Commission on or prior to 120 days after the Closing Date. In connection with the foregoing, file the Company and the Guarantor shall (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) if applicable, file a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and Act, (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities registered pursuant to such Exchange Offer Registration Statement New Notes to be made under the state securities or blue sky Blue Sky laws of such jurisdictions as are necessary to permit Consummation of such the Exchange Offer, Offer and (ivD) upon the effectiveness of such Exchange Offer Registration Statement, commence the Exchange Offer with respect to the Securities registered pursuant to such Exchange Offer Registration Statement. The Company shall and use commercially reasonable their best efforts to Consummate such Exchange Offer with respect issue on or prior to 30 days after the Securities registered pursuant to date on which such Exchange Offer Registration Statement not later than 270 days following is declared effective by the Closing Date (or if such 270th day is not a Business DayCommission, New Notes in exchange for all Old Notes tendered prior thereto in the next succeeding Business Day) (the “Exchange Date”). Such Exchange Offer, if required pursuant to this Section 3(a), . The Exchange Offer shall be on the appropriate form permitting registration of the Exchange Securities New Notes to be offered in exchange for the Old Notes that are Transfer Restricted Securities and to permit resales of such Transfer Restricted Securities New Notes held by Broker-Dealers as contemplated by Section 3(c) hereofbelow. If, after such Exchange Offer Registration Statement initially is declared effective by the Commission, the Exchange Offer or the issuance of New Notes under the Exchange Offer or the resale of New Notes received by Broker- Dealers in the Exchange Offer as contemplated by Section 3(c) below is interfered with by any stop order, injunction or other order or requirement of the Commission or any other governmental agency or court, such Exchange Offer Registration Statement shall be deemed not to have become effective for purposes of this Agreement during the period that such stop order, injunction or other similar order or requirement shall remain in effect.

Registered Exchange Offer. (a) Unless an Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof have been complied with), or there are no Transfer Restricted Securities outstanding, each of the Company and the Guarantors shall (i) use its commercially reasonable efforts to cause to be filed with the Commission a Registration Statement under the Securities Act relating to the Exchange Securities of each applicable Series and the related Exchange Offer for the Transfer Restricted Securities and of such Series, (ii) use commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective, (iii) in connection with the foregoing, file (A) all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities registered pursuant to such Exchange Offer Registration Statement to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of such Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence the Exchange Offer with respect to the each applicable Series of Exchange Securities registered pursuant to such Exchange Offer Registration Statement. The Company shall use commercially reasonable efforts to Consummate such Exchange Offer with respect to the each applicable Series of Exchange Securities registered pursuant to such Exchange Offer Registration Statement not later than 270 366 days following the Closing Date (or if such 270th 366th day is not a Business Day, the next succeeding Business Day) (the “Exchange Date”); provided, however, that the Company and the Guarantors shall not be required to Consummate such Exchange Offer for any Series of Securities if all of the Securities of such Series are Freely Tradable (other than such Securities held by affiliates of the Company) on or before the Exchange Date. Such Exchange Offer, if required pursuant to this Section 3(a), shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the each applicable Series of Transfer Restricted Securities and to permit resales of such Transfer Restricted Exchange Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.

Registered Exchange Offer. (a) Unless an the Exchange Offer shall not be permissible under permitted by applicable law or Commission policy (after the procedures set forth in Section 6(a6(a)(i) hereof below have been complied with), or there are no Transfer Restricted Securities outstandingthe Escrow Issuer (and, each of after the Merger, the Company and the Guarantors Guarantors) shall (i) use its their commercially reasonable efforts to cause the Exchange Offer Registration Statement to be filed with the Commission a Registration Statement under as soon as practicable after the Securities Act relating to Closing Date, but in no event later than 270 days after the Exchange Securities and the related Exchange Offer for the Transfer Restricted Securities and Closing Date, (ii) use commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effectivebe declared effective by the Commission on or prior to 365 days after the Closing Date (such 365th day being the “Exchange Offer Effectiveness Deadline”), (iii) in connection with the foregoing, file use their respective commercially reasonable best efforts to (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such the Exchange Offer Registration Statement to become be declared effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings filings, if any, in connection with the registration and qualification of the Exchange Securities registered pursuant to such Exchange Offer Registration Statement Notes to be made under the state securities or blue sky Blue Sky laws of such jurisdictions as are necessary to permit Consummation of such the Exchange Offer; provided, however that none of the Escrow Issuer, the Company or the Guarantors shall be required to take any action that would subject them to general service of process or taxation in any jurisdiction where they are not already so subject, and (iv) upon as promptly as practicable following the effectiveness of such Exchange Offer Registration Statement, commence and Consummate the Exchange Offer with respect to the Securities registered pursuant to such Offer. The Exchange Offer Registration Statement. The Company shall use commercially reasonable efforts to Consummate such Exchange Offer with respect to the Securities registered pursuant to such Exchange Offer Registration Statement not later than 270 days following the Closing Date (or if such 270th day is not a Business Day, the next succeeding Business Day) (the “Exchange Date”). Such Exchange Offer, if required pursuant to this Section 3(a), shall be on the appropriate form permitting (i) registration of the Exchange Securities Notes to be offered in exchange for the Notes that are Transfer Restricted Securities and to permit (ii) resales of such Transfer Restricted Securities held Exchange Notes by any Broker-Dealers Dealer that tendered into the Exchange Offer Notes that such Broker-Dealer acquired for its own account as a result of market making activities or other trading activities (other than Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) hereofbelow.

Registered Exchange Offer. (a) Unless an the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof have been complied with), or there are no Transfer Restricted Securities outstanding, each of the Company and the Guarantors shall (i) use its commercially reasonable efforts to cause to be filed with the Commission Commission, a Registration Statement under the Securities Act relating to the Exchange Securities and the related Exchange Offer for the Transfer Restricted Securities and Offer, (ii) use its commercially reasonable efforts to cause such Exchange Offer Registration Statement to become be declared effective, (iii) in connection with the foregoing, file (A) all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effectiveeffective under the Securities Act, (B) if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities registered pursuant to such Exchange Offer Registration Statement to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of such the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence the Exchange Offer with respect to the Securities registered pursuant to such Exchange Offer Registration StatementOffer. The Company shall use its commercially reasonable efforts to Consummate such the Exchange Offer with respect to the Securities registered pursuant to such Exchange Offer Registration Statement not later than 270 365 days following the Closing Date (or if such 270th 365th day is not a Business Day, the next succeeding Business Day) (the “Exchange Date”); provided, however, that the Company shall not be required to Consummate such Exchange Offer if all of the Initial Securities have ceased to be Transfer Restricted Securities on or before the Exchange Date. Such The Exchange Offer, if required pursuant to this Section 3(a), shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of such Transfer Restricted Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.

Registered Exchange Offer. (a) Unless the Company determines, after consultation with counsel, either (x) that an Exchange Offer shall with respect to the Notes is not be permissible permitted by applicable law or Commission policy or (y) that such an Exchange Offer is not effective to make Exchange Notes freely tradeable to the extent contemplated hereby under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof below have been complied with), or there are no Transfer Restricted Securities outstanding, each of the Company and the Guarantors shall shall: (i) use its commercially reasonable efforts to cause an Exchange Offer Registration Statement to be filed with the Commission a Registration Statement under the Securities Act relating to the Exchange Securities and the related Exchange Offer for the Transfer Restricted Securities and (ii) use commercially its reasonable best efforts to cause such Exchange Offer Registration Statement to become effectiveeffective no later than 365 days after the Closing Date (or if such 365th day is not a Business Day, the next succeeding Business Day) (such 365th day or the next succeeding Business Day being the “Effectiveness Deadline”), (iiiii) in connection with the foregoing, file (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may reasonably be necessary in order to cause such Exchange Offer Registration Statement it to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act Act, and (C) cause all necessary filings filings, if any, in connection with the registration and qualification of the Exchange Securities registered pursuant to such Exchange Offer Registration Statement Notes to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of such the Exchange Offer, and (iviii) upon the effectiveness of such Exchange Offer Registration Statement, use its reasonable best efforts to commence and Consummate the Exchange Offer with respect to the Securities registered pursuant to such Offer. The Exchange Offer Registration Statement. The Company shall use commercially reasonable efforts to Consummate such Exchange Offer with respect to the Securities registered pursuant to such Exchange Offer Registration Statement not later than 270 days following the Closing Date (or if such 270th day is not a Business Day, the next succeeding Business Day) (the “Exchange Date”). Such Exchange Offer, if required pursuant to this Section 3(a), shall be on the appropriate form permitting (i) registration of the Exchange Securities Notes to be offered in exchange for the Notes that are Transfer Restricted Securities and to permit (ii) resales of such Transfer Restricted Securities held Exchange Notes by Broker-Dealers that tendered the Exchange Notes that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) hereofbelow.

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