Common use of Registration Under the Securities Act Clause in Contracts

Registration Under the Securities Act. (a) To the extent not prohibited by any applicable law or applicable interpretations of the Staff of the SEC, the Company and the Guarantors shall use their reasonable best efforts to (i) cause to be filed an Exchange Offer Registration Statement covering an offer to the Holders to exchange all the Registrable Securities for Exchange Securities and (ii) have such Registration Statement remain effective until the lesser of 180 days after the closing of the Exchange Offer and the date on which all Participating Broker-Dealers have sold all Exchange Securities held by them. The Company and the Guarantors shall commence the Exchange Offer as promptly as practicable after the Exchange Offer Registration Statement is declared effective by the SEC and use their reasonable best efforts to complete the Exchange Offer not later than 60 days after such effective date. The Company and the Guarantors shall commence the Exchange Offer by mailing the related Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law,

Registration Under the Securities Act. (a) To the extent not prohibited by any applicable law or applicable interpretations of the Staff of the SECStaff, the Company and the Guarantors shall use their commercially reasonable best efforts to (ix) cause to be filed an Exchange Offer Registration Statement covering an offer to the Holders to exchange all the Registrable Securities for Exchange Securities and (iiy) have such Registration Statement become and remain effective until the lesser earlier of (i) 180 days after the closing of the last Exchange Offer Date for use by one or more participating Broker-Dealers and (ii) the date on which all a Participating Broker-Dealers have sold all Exchange Securities held by themDealer is no longer required to deliver a prospectus in connection with market-making or other trading activities. The Company and the Guarantors shall commence the Exchange Offer as promptly as practicable after the Exchange Offer Registration Statement is declared effective by the SEC and use their commercially reasonable best efforts to complete the Exchange Offer not later than 60 days after such effective date. The Company and the Guarantors shall commence the Exchange Offer by mailing or making available the related Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law,, substantially the following:

Registration Under the Securities Act. (a) To the extent not prohibited by any applicable law or applicable interpretations of the Staff of the SECStaff, the Company Issuers and the Guarantors shall use their commercially reasonable best efforts to (i) cause to be filed an Exchange Offer Registration Statement covering an offer to the Holders to exchange all the Registrable Securities for Exchange Securities and Securities, (ii) have such Registration Statement remain effective until the lesser of 180 days after the closing of last Exchange Date for use by one or more Participating Broker Dealers and (iii) cause such Registration Statement to become effective at the Exchange Offer and earliest possible time under the date on which all Participating Broker-Dealers have sold all Exchange Securities held by themAct. The Company Issuers and the Guarantors shall commence the Exchange Offer as promptly as practicable after the Exchange Offer Registration Statement is declared effective by the SEC and use their commercially reasonable best efforts to complete the Exchange Offer not later than 60 days after such effective date. The Company Issuers and the Guarantors shall commence the Exchange Offer by mailing the related Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law,, substantially the following:

Registration Under the Securities Act. (a) To the extent not prohibited by any applicable law or applicable interpretations of the Staff of the SEC, the Company and the Guarantors Issuers shall use their reasonable best efforts to (i) cause to be filed an Exchange Offer Registration Statement covering an offer to the Holders to exchange all the Registrable Securities for Exchange Securities Securities, (ii) consummate the Exchange Offer no later than 360 days after the Closing Date and (iiiii) have such Registration Statement remain effective until the lesser of 180 days after the closing of the last Exchange Offer and the date on which all Date for use by one or more Participating Broker-Dealers have sold all Exchange Securities held by themDealers. The Company Issuers and the Guarantors shall commence the Exchange Offer as promptly as practicable after the Exchange Offer Registration Statement is declared effective by the SEC and use their reasonable best efforts to complete the Exchange Offer not later than 60 days after such effective date. The Company Issuers and the Guarantors shall commence the Exchange Offer by mailing the related Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law,

Registration Under the Securities Act. (a) To the extent not prohibited by any applicable law or applicable interpretations of the Staff of the SEC, the Company and the Guarantors shall use their reasonable best efforts to (i) cause to be filed an Exchange Offer Registration Statement covering an offer to the Holders to exchange all the Registrable Securities for Exchange Securities and (ii) have such Registration Statement remain effective until the lesser of 180 days after the closing of the Exchange Offer and the date on which all Participating Broker-Dealers have sold all Exchange Securities held by them. The Company and the Guarantors shall commence the Exchange Offer as promptly as practicable after the Exchange Offer Registration Statement is declared effective by the SEC and use their reasonable best efforts to complete the Exchange Offer not later than 60 days after such effective date. The Company and the Guarantors shall commence the Exchange Offer by mailing delivering the related Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law,

Registration Under the Securities Act. (a) To the extent not prohibited by any applicable law or applicable interpretations of the Staff of the SECStaff, the Company and the Guarantors shall use their commercially reasonable best efforts to (ix) cause to be filed an Exchange Offer Registration Statement covering an offer to the Holders to exchange all the Registrable Securities for Exchange Securities and (iiy) have such Registration Statement become and remain effective until the lesser of 180 days after the closing of the last Exchange Offer and the date on which all Date for use by one or more Participating Broker-Dealers have sold all Exchange Securities held Dealers. Unless not permitted by them. The applicable law or SEC policy, the Company and the Guarantors shall commence the Exchange Offer as promptly as practicable after the Exchange Offer Registration Statement is declared effective by the SEC and use their commercially reasonable best efforts to complete the Exchange Offer not later than 60 days after such effective date. The After the Exchange Offer Registration Statement has become effective, the Company and the Guarantors shall commence the Exchange Offer by mailing the related Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law,, substantially the following:

Registration Under the Securities Act. (a) To the extent not prohibited by any applicable law or applicable interpretations of the Staff of the SECStaff, the Company Issuer and the Guarantors shall use their commercially reasonable best efforts to (i) cause to be filed prepare and file with the SEC an Exchange Offer Registration Statement covering an offer to the Holders to exchange all the Registrable Securities for Exchange Securities and (ii) have cause such Exchange Offer Registration Statement remain to become effective under the Securities Act and keep such Exchange Offer Registration Statement effective until the lesser of 180 days after the closing of the last Exchange Offer and the date on which all Date for use by one or more Participating Broker-Dealers have sold all Exchange Securities held by themDealers. The Company Issuer and the Guarantors shall commence the Exchange Offer as promptly as practicable after the Exchange Offer Registration Statement is declared effective by the SEC and use their commercially reasonable best efforts to complete the Exchange Offer not later than 60 days after such effective date. The Company Issuer and the Guarantors shall commence the Exchange Offer by mailing the related Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law,, substantially the following:

Registration Under the Securities Act. (a) To the extent not prohibited by any applicable law or applicable interpretations of the Staff of the SECStaff, the Company and the Guarantors shall use their commercially reasonable best efforts to (i) cause to be filed an Exchange Offer Registration Statement covering an offer to the Holders to exchange all the Registrable Securities for Exchange Securities and (ii) have such Registration Statement remain effective until the lesser of 180 days after the closing of the Exchange Offer and the date on which all Participating Broker-Dealers have sold all Exchange Securities held by them. The Company and the Guarantors shall commence the Exchange Offer as promptly as practicable after the Exchange Offer Registration Statement is declared effective by the SEC and use their commercially reasonable best efforts to complete the Exchange Offer not later than 60 days after such effective date. The Company and the Guarantors shall commence the Exchange Offer by mailing the related Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law,, substantially the following:

Registration Under the Securities Act. (a) To the extent not prohibited by any applicable law or applicable interpretations of the Staff of the SECStaff, the Company Issuers and the Guarantors shall use their reasonable best efforts to (i) cause to be filed an Exchange Offer Registration Statement covering an offer to the Holders to exchange all the Registrable Securities for Exchange Securities and (ii) have such Registration Statement remain effective until the lesser earlier of such time as the Participating Broker-Dealers shall have disposed of the Registrable Securities and 180 days after the closing of the Exchange Offer and the date on which all Participating Broker-Dealers have sold all Exchange Securities held by themOffer. The Company Issuers and the Guarantors shall commence the Exchange Offer as promptly as practicable after the Exchange Offer Registration Statement is declared effective by the SEC and use their reasonable best efforts to complete the Exchange Offer not later than 60 days after such effective date. The Company Issuers and the Guarantors shall commence the Exchange Offer by mailing the related Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law,, substantially the following:

Registration Under the Securities Act. (a) To the extent not prohibited by any applicable law or applicable interpretations of the Staff of the SECStaff, the Company and the Subsidiary Guarantors shall use their reasonable best efforts to (i) cause to be filed an Exchange Offer Registration Statement covering an offer to the Holders to exchange all the Registrable Securities for Exchange Securities and (ii) have such Exchange Offer Registration Statement remain effective until the lesser of 180 days after the closing of the Exchange Offer and or such longer period if extended by any of the date on which all Participating Broker-Dealers have sold all Exchange Securities held by themevents set forth in Section 3(a)(v)(3) or Section 3(a)(v)(5). The Company and the Subsidiary Guarantors shall commence the Exchange Offer as promptly as practicable after the Exchange Offer Registration Statement is declared effective by the SEC and use their reasonable best efforts to complete the Exchange Offer not later than 60 45 days after such effective date. The Company and the Subsidiary Guarantors shall commence the Exchange Offer by mailing the related Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law,, substantially the following:

Registration Under the Securities Act. (a) To the extent not prohibited by any applicable law or applicable interpretations of the Staff of the SECStaff, the Company and the Guarantors shall use their reasonable best efforts to (i) cause to be filed an Exchange Offer Registration Statement covering an offer to the Holders to exchange all the Registrable Securities for Exchange Securities and (ii) have such Registration Statement remain effective until the lesser earlier of 180 days after the closing of the Exchange Offer (as such period may be extended pursuant to the penultimate paragraph of Section 3 of this Agreement) and the date on which all Participating Broker-Dealers and Initial Purchasers have sold all Exchange Securities held by them. The Company and the Guarantors shall commence the Exchange Offer as promptly as practicable after the Exchange Offer Registration Statement is declared effective by the SEC and use their reasonable best efforts to complete the Exchange Offer not later than 60 250 days after such effective datethe Closing Date. The Company and the Guarantors shall commence the Exchange Offer by mailing the related Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law,:

Registration Under the Securities Act. (a) To the extent not prohibited by any applicable law or applicable interpretations of the Staff of the SEC, the Company and the Guarantors shall use their commercially reasonable best efforts to (i) cause to be filed an Exchange Offer Registration Statement covering an offer to the Holders to exchange all the Registrable Securities for Exchange Securities Securities, (ii) cause such Exchange Offer Registration Statement to become effective and (iiiii) have such Registration Statement remain effective until the lesser of 180 days after the closing of the last Exchange Offer and the date on which all Date for use by one or more Participating Broker-Dealers have sold all Exchange Securities held by themDealers. The Company and the Guarantors shall commence the Exchange Offer as promptly as practicable after the Exchange Offer Registration Statement is declared effective by the SEC and use their commercially reasonable best efforts to complete the Exchange Offer not later than 60 (i) 30 days after such effective datedate (or if such 30th day is not a Business Day, the next succeeding Business Day) and (ii) the Target Registration Date. The Company and the Guarantors shall commence the Exchange Offer by mailing in compliance with the applicable procedures of the depositary the related Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law,, substantially the following:

Registration Under the Securities Act. (a) To the extent not prohibited by any applicable law or applicable interpretations of the Staff of the SECStaff, the Company and the Guarantors shall use their commercially reasonable best efforts to (ix) cause to be filed an Exchange Offer Registration Statement covering an offer to the Holders to exchange all the Registrable Securities for Exchange Securities and (iiy) have such Registration Statement become and remain effective for use by one or more Participating Broker-Dealers until the lesser earlier of (1) 180 days after the closing of last Exchange Date and (2) such time that the Exchange Offer and the date on which all Participating Broker-Dealers have sold all Exchange Securities held by them. The Company and the Guarantors shall commence the Exchange Offer as promptly as practicable after the Exchange Offer Registration Statement is declared effective by the SEC and use their reasonable best efforts to complete the Exchange Offer not later than 60 days after such effective date. The Company and the Guarantors shall commence the Exchange Offer by mailing the related Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law,, substantially the following:

Registration Under the Securities Act. (a) To the extent not prohibited by any applicable law or applicable interpretations of the Staff of the SECStaff, the Company Company, Parent and the Guarantors Subsidiary Guarantors, if any, shall use their reasonable best efforts to (i) cause to be filed an Exchange Offer Registration Statement covering an offer to the Holders to exchange all the Registrable Securities for Exchange Securities and (ii) have such Registration Statement remain effective until the lesser of 180 days after the closing of the last Exchange Offer and the date on which all Date for use by one or more Participating Broker-Dealers have sold all Exchange Securities held by themDealers. The Company Company, Parent and the Guarantors Subsidiary Guarantors, if any, shall commence the Exchange Offer as promptly as practicable after the Exchange Offer Registration Statement is declared effective by the SEC and use their reasonable best efforts to complete the Exchange Offer not later than 60 days after such effective date. The Company Company, Parent and the Guarantors Subsidiary Guarantors, if any, shall commence the Exchange Offer by mailing the related Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law,, substantially the following:

Registration Under the Securities Act. (a) To the extent not prohibited by any applicable law or applicable interpretations of the Staff of the SECStaff, the Company Issuers and the Guarantors shall use their reasonable best efforts to (ix) cause to be filed an Exchange Offer Registration Statement covering an offer to the Holders to exchange all the Registrable Securities for Exchange Securities and (iiy) have such Registration Statement become and remain effective until the lesser of 180 days after the closing of the last Exchange Offer and the date on which all Date for use by one or more Participating Broker-Dealers have sold all Exchange Securities held Dealers. To the extent not prohibited by them. The Company any applicable law or applicable interpretations of the Staff, the Issuers and the Guarantors shall use their reasonable best efforts to commence the Exchange Offer as promptly as practicable after the Exchange Offer Registration Statement is declared effective by the SEC and use their reasonable best efforts to complete the Exchange Offer not later than 60 days after such effective date. The Company and the Guarantors shall commence the Exchange Offer by mailing the related Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law,, substantially the following:

Registration Under the Securities Act. (a) To the extent not prohibited by any applicable law or applicable interpretations of the Staff of the SECStaff, the Company and the Guarantors shall use their reasonable best efforts to (i) cause to be filed an Exchange Offer Registration Statement covering an offer to the Holders to exchange all the Registrable Securities for Exchange Securities and (ii) have such Exchange Offer Registration Statement remain effective until the lesser earlier of 180 (i)180 days after the closing of the Exchange Offer and or (ii) a date when all Registrable Securities covered by the date on which all Participating Broker-Dealers Exchange Offer Registration Statement have been sold all Exchange Securities held by thempursuant thereto. The Company and the Guarantors shall commence the Exchange Offer as promptly as practicable after the Exchange Offer Registration Statement is declared effective by the SEC and use their reasonable best efforts to complete the Exchange Offer within 360 days after issuance of the Securities. The Company and the Guarantors will use their reasonable best efforts to complete the Exchange Offer not later than 60 days 30 Business Days after such the effective datedate of the Exchange Offer Registration Statement. The Company and the Guarantors shall commence the Exchange Offer by mailing the related Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law,, substantially the following:

Registration Under the Securities Act. (a) To the extent not prohibited by any applicable law or applicable interpretations of the Staff of the SECStaff, the Company and the Guarantors shall use their reasonable best efforts to (i) cause to be filed an Exchange Offer Registration Statement covering an offer to the Holders to exchange all the Registrable Securities for Exchange Securities and (ii) have such Registration Statement declared effective and remain effective until the lesser earlier of such time as the Participating Broker-Dealers shall have disposed of the Registrable Securities and 180 days after the closing of the Exchange Offer and the date on which all Participating Broker-Dealers have sold all Exchange Securities held by themOffer. The Company and the Guarantors shall commence the Exchange Offer as promptly as practicable after the Exchange Offer Registration Statement is declared effective by the SEC and use their reasonable best efforts to complete the Exchange Offer not later than 60 days after such effective date. The Company and the Guarantors shall commence the Exchange Offer by mailing the related Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law,, substantially the following:

Registration Under the Securities Act. (a) To the extent not prohibited by any applicable law or applicable interpretations of the Staff of the SECStaff, the Company Issuers and the Guarantors shall use their reasonable best efforts to (i) cause to be filed an Exchange Offer Registration Statement covering an offer to the Holders to exchange all the Registrable Securities for Senior Exchange Securities and (ii) have such Registration Statement declared effective and remain effective until the lesser earlier of such time as the Participating Broker-Dealers shall have disposed of the Registrable Securities and 180 days after the closing of the Exchange Offer and the date on which all Participating Broker-Dealers have sold all Exchange Securities held by themOffer. The Company Issuers and the Guarantors shall commence the Exchange Offer as promptly as practicable after the Exchange Offer Registration Statement is declared effective by the SEC and use their reasonable best efforts to complete the Exchange Offer not later than 60 days after such effective date. The Company Issuers and the Guarantors shall commence the Exchange Offer by mailing the related Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law,, substantially the following:

Registration Under the Securities Act. (a) To the extent not prohibited by any applicable law or applicable interpretations of the Staff of the SECStaff, the Company and the Guarantors shall use their reasonable best efforts to (i) cause to be filed an Exchange Offer Registration Statement covering an offer to the Holders to exchange all the Registrable Securities for Exchange Securities and (ii) have such Registration Statement remain effective until the lesser earlier of 180 days after the closing of the Exchange Offer and the date on which all Participating Broker-Dealers and Initial Purchasers have sold all Exchange Securities held by them. The Company and the Guarantors shall commence the Exchange Offer as promptly as practicable after the Exchange Offer Registration Statement is declared effective by the SEC and use their reasonable best efforts to complete the Exchange Offer not later than 60 days after such effective dateJune 22, 2006. The Company and the Guarantors shall commence the Exchange Offer by mailing the related Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law,, substantially the following:

Registration Under the Securities Act. (a) To the extent not prohibited by any applicable law or applicable interpretations of the Staff of the SECStaff, the Company and the Subsidiary Guarantors shall use their reasonable best efforts to (ix) cause to be filed an Exchange Offer Registration Statement covering an offer to the Holders to exchange all the Registrable Securities for Exchange Securities Securities, and (iiy) have such Registration Statement become and remain effective until the lesser of 180 days after the closing of the last Exchange Offer and the date on which all Date for use by one or more Participating Broker-Dealers have sold all Exchange Securities held by themDealers, pursuant to Section 4(b) hereof. The Company and the Subsidiary Guarantors shall commence the Exchange Offer as promptly as practicable after the Exchange Offer Registration Statement is declared effective by the SEC and use their reasonable best efforts to complete the Exchange Offer not later than 60 days after such effective date. The Company and the Subsidiary Guarantors shall commence the Exchange Offer by mailing or making available the related Prospectus, appropriate letters of transmittal and other accompanying documents documents, if any, to each Holder stating, in addition to such other disclosures as are required by applicable law,, substantially the following:

Registration Under the Securities Act. (a) To the extent not prohibited by any applicable law or applicable interpretations of the Staff of the SEC, the Company and the Guarantors shall use their reasonable best efforts to (i) cause to be filed an Exchange Offer Registration Statement covering an offer to the Holders to exchange all the Registrable Securities for Exchange Securities and (ii) have such Registration Statement remain effective until the lesser earlier of (1) 180 days after the closing of the Exchange Offer Offer, and the date on which all Participating Broker(2) such time as no broker-Dealers have sold all dealer that receives Exchange Securities held by themin exchange for Securities in the Exchange Offer holds any such Exchange Securities. The Company and the Guarantors shall commence the Exchange Offer as promptly as practicable after the Exchange Offer Registration Statement is declared effective by the SEC and use their reasonable best efforts to complete the Exchange Offer not later than 60 days after such effective date. The Company and the Guarantors shall commence the Exchange Offer by mailing the related Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law,

Registration Under the Securities Act. (a) To the extent not prohibited by any applicable law or applicable interpretations interpretation of the Staff of the SECCommission, the Company and the Guarantors shall use their reasonable best efforts to (i) cause to be filed on or prior to the 90th day after the Closing Date an Exchange Offer Registration Statement covering an the offer by the Company and the Guarantors to the Holders to exchange all of the Registrable Securities for Exchange Securities Securities, to have the Exchange Offer Registration Statement declared effective within 150 days of the Closing Date and (ii) to have such Registration Statement remain effective until the lesser of 180 days after the closing of the Exchange Offer and the date on which all Participating Broker-Dealers have sold all Exchange Securities held by themOffer. The Company and the Guarantors shall commence the Exchange Offer as promptly as practicable after the Exchange Offer Registration Statement is has been declared effective by the SEC Commission and use their reasonable best efforts to complete consummate the Exchange Offer not later than 60 days on or prior to the 180th day after such effective datethe Issue Date. The Company and the Guarantors shall commence the Exchange Offer by mailing the related Prospectus, appropriate letters of transmittal Exchange Offer Prospectus and other accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law,:

Registration Under the Securities Act. (a) To the extent not prohibited by any applicable law or applicable interpretations of the Staff of the SEC, the Company and the Guarantors shall use their reasonable best efforts to (i) cause to be filed an Exchange Offer Registration Statement covering an offer to the Holders to exchange all the Registrable Securities for Exchange Securities and (ii) have such Registration Statement remain effective until for the lesser of 180 days after period provided in Section 4(b) for which the closing of Company is required to amend or supplement the Exchange Offer and the date on which all Prospectus to enable Participating Broker-Dealers have sold all to use the Prospectus to resell Exchange Securities held by themSecurities. The Company and the Guarantors shall commence the Exchange Offer as promptly as practicable after the Exchange Offer Registration Statement is declared effective by the SEC and use their reasonable best efforts to complete the Exchange Offer not later than 60 30 days after such effective datedate (but in no event less than through the last Exchange Date). The Company and the Guarantors shall commence the Exchange Offer by mailing the related Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law,

Registration Under the Securities Act. (a) To the extent not prohibited by any applicable law or applicable interpretations of the Staff of the SECStaff, the Company and the Guarantors shall use their commercially reasonable best efforts to (ix) cause to be filed an Exchange Offer Registration Statement covering an offer to the Holders to exchange all the Registrable Securities for Exchange Securities and (iiy) have such Registration Statement become and remain effective until the lesser of 180 days after the closing of the last Exchange Offer and the date on which all Date for use by one or more Participating Broker-Dealers (or such shorter period as will terminate when all Registrable Securities covered by such Registration Statement have been sold all Exchange Securities held by thempursuant thereto). The Company and the Guarantors shall commence the Exchange Offer as promptly as practicable after the Exchange Offer Registration Statement is declared effective by the SEC and use their commercially reasonable best efforts to complete the Exchange Offer not later than 60 days after such effective date. The Company and the Guarantors shall commence the Exchange Offer by mailing the related Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law,, substantially the following:

Registration Under the Securities Act. (a) To the extent not prohibited by any applicable law or applicable interpretations of the Staff of the SECStaff, the Company Issuers and the Guarantors shall use their reasonable best efforts to (ix) cause to be filed an Exchange Offer Registration Statement covering an offer to the Holders to exchange all the Registrable Securities for Exchange Securities and (iiy) have such Registration Statement become and remain effective until the lesser of 180 days after the closing of the last Exchange Offer and the date on which all Date for use by one or more Participating Broker-Dealers have sold all Exchange Securities held Dealers. To the extent not prohibited by them. The Company any applicable law or applicable interpretations of the Staff, the Issuers and the Guarantors shall use their reasonable best efforts to commence the Exchange Offer as promptly as practicable after the Exchange Offer Registration Statement is declared effective by the SEC and use their reasonable best efforts to complete the Exchange Offer not later than 60 days after such effective date. The Company Issuers and the Guarantors shall commence the Exchange Offer by mailing the related Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law,, substantially the following:

Registration Under the Securities Act. (a) To the extent not prohibited by any applicable law or applicable interpretations interpretation of the Staff of the SECCommission, the Company and the Guarantors shall use their reasonable best efforts to (i) cause to be filed filed, within 120 days of the Closing Date, an Exchange Offer Registration Statement covering an the offer by the Company and the Guarantors to the Holders to exchange all of the Registrable Securities for Exchange Securities Securities, to have the Exchange Offer Registration Statement declared effective within 210 days of the Closing Date and (ii) to have such Registration Statement remain effective until the lesser of 180 days after the closing of the Exchange Offer and the date on which all Participating Broker-Dealers have sold all Exchange Securities held by themOffer. The Company and the Guarantors shall commence the Exchange Offer as promptly as practicable after the Exchange Offer Registration Statement is has been declared effective by the SEC Commission and use their reasonable best efforts to complete consummate the Exchange Offer not later than 60 within 240 days after such effective dateof the Closing Date. The Company and the Guarantors shall commence the Exchange Offer by mailing the related Prospectus, appropriate letters of transmittal Exchange Offer Prospectus and other accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law,:

Registration Under the Securities Act. (a) To the extent not prohibited by any applicable law or applicable interpretations of the Staff of the SEC, the Company and the Guarantors shall use their reasonable best efforts to (i) cause to be filed an Exchange Offer Registration Statement covering an offer to the Holders to exchange all the Registrable Securities for Exchange Securities and (ii) have such Registration Statement remain effective until the lesser earlier of (x) 180 days after the closing of the Exchange Offer and the date on which all Participating Broker(y) such time as no broker-Dealers have sold all Exchange Securities held by themdealer holds any Registrable Securities. The Company and the Guarantors shall commence the Exchange Offer as promptly as practicable after the Exchange Offer Registration Statement is declared effective by the SEC and use their reasonable best efforts to complete the Exchange Offer not later than 60 days after such effective date. The Company and the Guarantors shall commence the Exchange Offer by mailing the related Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law,:

Registration Under the Securities Act. (a) To the extent not prohibited by any applicable law or applicable interpretations of the Staff of the SEC, the Company and the Guarantors shall use their reasonable best efforts to (i) cause to be filed an Exchange Offer Registration Statement covering an offer to the Holders to exchange all the Registrable Securities for Exchange Securities and (ii) have such Registration Statement remain effective until for the lesser of 180 days after period provided in Section 4(b) for which the closing of Company is required to amend or supplement the Exchange Offer and the date on which all Prospectus to enable Participating Broker-Dealers have sold all to use the Prospectus to resell Exchange Securities held by themSecurities. The Company and the Guarantors shall commence the Exchange Offer as promptly as practicable after the Exchange Offer Registration Statement is declared effective by the SEC and use their reasonable best efforts to complete the Exchange Offer not later than 60 30 days after such effective datedate (but in no event less than through the Exchange Date). The Company and the Guarantors shall commence the Exchange Offer by mailing the related Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law,

Registration Under the Securities Act. (a) To the extent not prohibited by any applicable law or applicable interpretations of the Staff of the SECStaff, the Company and the Guarantors shall use their reasonable best efforts to (ix) cause to be filed with the SEC an Exchange Offer Registration Statement covering an offer to the Holders to exchange all the Registrable Securities for Exchange Securities no later than 270 days after the Settlement Date and (y) use their commercially reasonable efforts to (i) cause such Registration Statement to become effective not later than 360 days after the Settlement Date and (ii) have such Registration Statement to remain effective until the lesser of 180 90 days after the closing of the last Exchange Offer and the date on which all Date for use by one or more Participating Broker-Dealers have sold all Exchange Securities held by themDealers. The Company and the Guarantors shall use their commercially reasonable efforts to commence the and complete each Exchange Offer as promptly as practicable after the Exchange Offer Registration Statement is declared becomes effective by the SEC and use their reasonable best efforts to complete the Exchange Offer but in any event not later than 60 days 30 Business Days after such effective date. The Company and the Guarantors shall commence the Exchange Offer for each series or tranche of Registrable Securities by mailing the related Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law,, substantially the following:

Registration Under the Securities Act. (a) To the extent not prohibited by any applicable law or applicable interpretations of the Staff of the SECStaff, the Company and the Guarantors shall use their reasonable best efforts to (ix) cause to be filed an Exchange Offer Registration Statement covering an offer to the Holders to exchange all the Registrable Securities for Exchange Securities within 180 days after the Closing Date, (y) cause the Exchange Offer Registration Statement to become effective within 270 days after the Closing Date, and (iiz) have such Registration Statement become and remain effective until the lesser of 180 days after the closing of the last Exchange Offer and the date on which all Date for use by one or more Participating Broker-Dealers have sold all Exchange Securities held by themDealers. The Company and the Guarantors shall commence the Exchange Offer as promptly as practicable after the Exchange Offer Registration Statement is declared effective by the SEC and use their reasonable best efforts to complete the Exchange Offer not later than 60 45 days after such effective date. The Company and the Guarantors shall commence the Exchange Offer by mailing the related Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law,, substantially the following:

Registration Under the Securities Act. (a) To the extent not prohibited by any applicable law or applicable interpretations of the Staff of Staff, with respect to any Securities that on the SECRegistration Trigger Date are Registrable Securities, the Company and the Guarantors shall use their reasonable best efforts to (i) cause to be filed with the SEC an Exchange Offer Registration Statement covering an offer to the Holders to exchange all the Registrable Securities for Exchange Securities and (ii) have such Registration Statement remain effective until the lesser of 180 days after the closing of the Exchange Offer and the date on which all Participating Broker-Dealers have sold all Exchange Securities held by themOffer. The Company and the Guarantors shall commence the Exchange Offer as promptly as practicable after the Exchange Offer Registration Statement is declared State- ment becomes effective by the SEC and use their reasonable best efforts to complete the Exchange Offer not later than 60 45 days after such effective date. The Company and the Guarantors shall commence the Exchange Offer by mailing the related Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law,, substantially the following:

Registration Under the Securities Act. (a) To the extent not prohibited by any applicable law or applicable interpretations of the Staff of the SECStaff, the Company Co-issuers and the Guarantors shall use their reasonable best efforts to (i) cause to be filed with the SEC an Exchange Offer Registration Statement covering an offer to the Holders to exchange all the Registrable Securities for Exchange Securities and (ii) have such Registration Statement remain effective until the lesser earlier of (a) 180 days after the closing of the Exchange Offer and (y) the date on which all Participating Broker-Dealers and Initial Purchasers have sold all Exchange Securities held by them. The Company Co-issuers and the Guarantors shall commence the Exchange Offer as promptly as practicable after the Exchange Offer Registration Statement is declared effective by the SEC and use their reasonable best efforts to complete the Exchange Offer not later than 60 days after such effective date. The Company Co-issuers and the Guarantors shall commence the Exchange Offer by mailing the related Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law,, substantially the following:

Registration Under the Securities Act. (a) To the extent not prohibited by any applicable law or applicable interpretations of the Staff of the SEC, the Company and the Guarantors Issuers shall use their reasonable best efforts to (i) cause to be filed an Exchange Offer Registration Statement covering an offer to the Holders to exchange all the Registrable Securities for Exchange Securities Securities, (ii) consummate the Exchange Offer no later than 270 days after the Closing Date and (iiiii) have such Registration Statement remain effective until the lesser of 180 days after the closing of the last Exchange Offer and the date on which all Date for use by one or more Participating Broker-Dealers have sold all Exchange Securities held by themDealers. The Company Issuers and the Guarantors shall commence the Exchange Offer as promptly as practicable after the Exchange Offer Registration Statement is declared effective by the SEC and use their reasonable best efforts to complete the Exchange Offer not later than 60 days after such effective date. The Company Issuers and the Guarantors shall commence the Exchange Offer by mailing the related Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law,

Registration Under the Securities Act. (a) To the extent not prohibited by any applicable law or applicable interpretations of the Staff of the SECStaff, the Company and the Guarantors Guarantor shall use their reasonable best efforts to (ix) cause to be filed with the SEC an Exchange Offer Registration Statement covering an offer to the Holders to exchange all the Registrable Securities for Exchange Securities and (iiy) have use their commercially reasonable efforts to (i) cause such Registration Statement to become effective not later than 330 days after the Settlement Date and (ii) to remain effective until the lesser of 180 days after the closing of the last Exchange Offer and the date on which all Date for use by one or more Participating Broker-Dealers have sold all Exchange Securities held by themDealers. The Company and the Guarantors Guarantor shall use their commercially reasonable efforts to commence the and complete each Exchange Offer as promptly as practicable after the Exchange Offer Registration Statement is declared becomes effective by the SEC and use their reasonable best efforts to complete the Exchange Offer but in any event not later than 60 30 days after such effective date. The Company and the Guarantors Guarantor shall commence the Exchange Offer for each series or tranche of Registrable Securities by mailing or otherwise delivering the related Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law,, substantially the following:

Registration Under the Securities Act. (a) To the extent not prohibited by any applicable law or applicable interpretations of the Staff staff of the SEC, the Company and the Guarantors Issuers shall use their commercially reasonable best efforts to (i) cause to be filed an Exchange Offer Registration Statement covering an offer to the Holders to exchange all the Registrable Securities for Exchange Securities Securities, (ii) consummate the Exchange Offer no later than 360 days after the Closing Date and (iiiii) have such Registration Statement remain effective until the lesser of 180 days after the closing of the last Exchange Offer and the date on which all Date for use by one or more Participating Broker-Dealers have sold all Exchange Securities held by themDealers. The Company Issuers and the Guarantors shall commence the Exchange Offer as promptly as practicable after the Exchange Offer Registration Statement is declared effective by the SEC and use their reasonable best efforts to complete the Exchange Offer not later than 60 days after such effective dateSEC. The Company Issuers and the Guarantors shall commence the Exchange Offer by mailing the related Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law,

Registration Under the Securities Act. (a) To the extent not prohibited by any applicable law or applicable interpretations of the Staff of the SEC, the Company and the Guarantors shall use their reasonable best efforts to (i) cause to be filed an Exchange Offer Registration Statement covering an offer to the Holders to exchange all the Registrable Securities for Exchange Securities and (ii) have such Registration Statement remain effective until for the lesser of 180 days after period provided in Section 4(b) for which the closing of Company is required to amend or supplement the Prospectus to enable Participating Broker- Dealers to use the Prospectus to resell Exchange Offer and the date on which all Participating Broker-Dealers have sold all Exchange Securities held by themSecurities. The Company and the Guarantors shall commence the Exchange Offer as promptly as practicable after the Exchange Offer Registration Statement is declared effective by the SEC and use their reasonable best efforts to complete the Exchange Offer not later than 60 30 days after such effective datedate (but in no event less than through the last Exchange Date). The Company and the Guarantors shall commence the Exchange Offer by mailing the related Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law,

Registration Under the Securities Act. (a) To the extent not prohibited by any applicable law or applicable interpretations of the Staff of the SECStaff, the Company and the Guarantors Guarantor shall use their commercially reasonable best efforts to (ix) cause to be filed with the SEC an Exchange Offer Registration Statement covering an offer to the Holders to exchange all the Registrable Securities for Exchange Securities and (iiy)(i) have cause such Registration Statement to become effective not later than 330 days after the Settlement Date and (ii) to remain effective until the lesser of 180 days after the closing of the last Exchange Offer and the date on which all Date for use by one or more Participating Broker-Dealers have sold all Exchange Securities held by themDealers. The Company and the Guarantors Guarantor shall use their commercially reasonable efforts to commence the and complete each Exchange Offer as promptly as practicable after the Exchange Offer Registration Statement is declared becomes effective by the SEC and use their reasonable best efforts to complete the Exchange Offer but in any event not later than 60 days after such effective date. The Company and the Guarantors Guarantor shall commence the Exchange Offer for each series or tranche of Registrable Securities by mailing or otherwise delivering the related Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law,, substantially the following:

Registration Under the Securities Act. (a) To the extent not prohibited by any applicable law or applicable interpretations of the Staff of the SECStaff, the Company and the Guarantors Guarantor shall use their reasonable best efforts to (ix) cause to be filed with the SEC an Exchange Offer Registration Statement covering an offer to the Holders to exchange all the Registrable Securities for Exchange Securities and (iiy) have use their commercially reasonable efforts to (i) cause such Registration Statement to become effective not later than 330 days after the Settlement Date of the Existing Notes and (ii) to remain effective until the lesser of 180 days after the closing of the last Exchange Offer and the date on which all Date for use by one or more Participating Broker-Dealers have sold all Exchange Securities held by themDealers. The Company and the Guarantors Guarantor shall use their commercially reasonable efforts to commence the and complete each Exchange Offer as promptly as practicable after the Exchange Offer Registration Statement is declared becomes effective by the SEC and use their reasonable best efforts to complete the Exchange Offer but in any event not later than 60 30 days after such effective date. The Company and the Guarantors Guarantor shall commence the Exchange Offer for Registrable Securities by mailing or otherwise delivering the related Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law,, substantially the following:

Registration Under the Securities Act. (a) To the extent not prohibited by any applicable law or applicable interpretations of the Staff of the SECStaff, the Company Issuers and the Guarantors shall use their reasonable best efforts to (i) cause to be filed an Exchange Offer Registration Statement covering an offer to the Holders to exchange all the Registrable Securities for Senior Subordinated Exchange Securities and (ii) have such Registration Statement declared effective and remain effective until the lesser earlier of such time as the Participating Broker-Dealers shall have disposed of the Registrable Securities and 180 days after the closing of the Exchange Offer and the date on which all Participating Broker-Dealers have sold all Exchange Securities held by themOffer. The Company Issuers and the Guarantors shall commence the Exchange Offer as promptly as practicable after the Exchange Offer Registration Statement is declared effective by the SEC and use their reasonable best efforts to complete the Exchange Offer not later than 60 days after such effective date. The Company Issuers and the Guarantors shall commence the Exchange Offer by mailing the related Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law,, substantially the following:

Registration Under the Securities Act. (a) To the extent not prohibited by any applicable law or applicable interpretations of the Staff of the SECStaff, unless there are no Registrable Securities outstanding, the Company and the Guarantors shall use their reasonable best efforts to (ix) cause to be filed an Exchange Offer Registration Statement covering an offer to the Holders to exchange all the Registrable Securities for Exchange Securities within 150 days after the Issue Date and (iiy) use their commercially reasonable efforts to have such Registration Statement remain become effective until the lesser of 180 within 240 days after the closing of the Exchange Offer and the date on which all Issue Date for use by one or more Participating Broker-Dealers have sold all Exchange Securities held by themDealers. The Company and the Guarantors shall commence the Exchange Offer as promptly as practicable after the Exchange Offer Registration Statement is declared effective by the SEC and use their commercially reasonable best efforts to complete the Exchange Offer not later than 60 within 270 days after such effective dateof the Issue Date. The Company and the Guarantors shall commence the Exchange Offer by mailing sending the related Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law,, substantially the following:

Registration Under the Securities Act. (ai) To the extent not prohibited by any applicable law or applicable interpretations of the Staff of the SECStaff, the Company and the Subsidiary Guarantors shall use their reasonable best efforts to (ix) cause to be filed an Exchange Offer Registration Statement covering an offer to the Holders to exchange all the Registrable Securities for Exchange Securities Securities, and (iiy) have such Registration Statement become and remain effective until the lesser of 180 days after the closing of the last Exchange Offer and the date on which all Date for use by one or more Participating Broker-Dealers have sold all Exchange Securities held by themDealers, pursuant to Section 4(b) hereof. The Company and the Subsidiary Guarantors shall commence the Exchange Offer as promptly as practicable after the Exchange Offer Registration Statement is declared effective by the SEC and use their reasonable best efforts to complete the Exchange Offer not later than 60 days after such effective date. The Company and the Subsidiary Guarantors shall commence the Exchange Offer by mailing or making available the related Prospectus, appropriate letters of transmittal and other accompanying documents documents, if any, to each Holder stating, in addition to such other disclosures as are required by applicable law,, substantially the following:

Registration Under the Securities Act. (a) To the extent not prohibited by any applicable law or applicable interpretations of the Staff of the SECStaff, the Company and the Guarantors shall use their commercially reasonable best efforts to (i) cause to be filed an Exchange Offer Registration Statement covering an offer to the Holders to exchange all the Registrable Securities for Exchange Securities and (ii) have such Registration Statement remain effective for use by one or more Participating Broker-Dealers until the lesser earlier of (x) 180 days after the closing of the last Exchange Offer and the date on which all Date or (y) until such Participating Broker-Dealers have sold all Exchange Securities held by themno longer own any Registrable Securities. The Company and the Guarantors shall commence the Exchange Offer as promptly as practicable after the Exchange Offer Registration Statement is declared effective by the SEC and use their commercially reasonable best efforts to complete the Exchange Offer not later than 60 days after such effective date. The Company and the Guarantors shall commence the Exchange Offer by mailing the related Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law,, substantially the following:

Registration Under the Securities Act. (a) To the extent not prohibited by any applicable law or applicable interpretations of the Staff of the SECStaff, the Company and the Guarantors Guarantor shall use their reasonable best efforts to (i) cause to be filed an Exchange Offer Registration Statement covering an offer to the Holders to exchange all the Registrable Securities for Exchange Securities and (ii) have such Registration Statement become and remain effective until the lesser of 180 270 days after the closing of final settlement date, which is expected to occur 3 (three) business days after the last Exchange Offer and the date on which all Date for use by one or more Participating Broker-Dealers have sold all Exchange Securities held by themDealers. The Company and the Guarantors Guarantor shall commence the Exchange Offer as promptly as practicable after the Exchange Offer Registration Statement is declared effective by the SEC and use their reasonable best efforts to complete the Exchange Offer not later than 60 days after such effective date. The Company and the Guarantors Guarantor shall commence the Exchange Offer by mailing the related Prospectus, appropriate letters of transmittal (if any) and other accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law,, substantially the following:

Registration Under the Securities Act. (a) To the extent not prohibited by any applicable law or applicable interpretations of the Staff of the SECStaff, the Company and Issuers, the Guarantors and PEPL Holdings shall use their commercially reasonable best efforts to (ix) cause to be filed an Exchange Offer Registration Statement covering an offer to the Holders to exchange all the Registrable Securities for Exchange Securities and (iiy) have such Exchange Offer Registration Statement become and remain effective until the lesser of 180 days after the closing of the last Exchange Offer and the date on which all Date for use by one or more Participating Broker-Dealers have sold all Exchange Securities held by themDealers. The Company and Issuers, the Guarantors and PEPL Holdings shall commence the Exchange Offer as promptly as practicable after the Exchange Offer Registration Statement is declared effective by the SEC and use their commercially reasonable best efforts to complete the Exchange Offer not later than 60 365 days after such effective datethe date hereof. The Company and Issuers, the Guarantors and PEPL Holdings shall commence the Exchange Offer by mailing the related Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law,, substantially the following:

Registration Under the Securities Act. (a) To the extent not prohibited by any applicable law or applicable interpretations interpretation of the Staff of the SECCommission, the Company and the Guarantors shall use their reasonable best efforts to (i) cause to be filed filed, within 120 days of the Closing Date, an Exchange Offer Registration Statement covering an the offer by the Company and the Guarantors to the Holders to exchange all of the Registrable Securities for Exchange Securities Securities, to have the Exchange Offer Registration Statement declared effective within 210 days of the Closing Date and (ii) to have such Registration Statement remain effective until the lesser of 180 days after the closing of the Exchange Offer and the date on which all Participating Broker-Dealers have sold all Exchange Securities held by themOffer. The Company and the Guarantors shall commence the Exchange Offer as promptly as practicable after the Exchange Offer Registration Statement is has been declared effective by the SEC Commission and use their reasonable best efforts to complete consummate the Exchange Offer not later than 60 within 30 business days after such of the effective datedate of the Exchange Offer Registration Statement. The Company and the Guarantors shall commence the Exchange Offer by mailing the related Prospectus, appropriate letters of transmittal Exchange Offer Prospectus and other accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law,:

Registration Under the Securities Act. (a) To the extent not prohibited by any applicable law or applicable interpretations of the Staff of the SECStaff, the Company and the Guarantors shall use their commercially reasonable best efforts to (i) cause to be filed an Exchange Offer Registration Statement covering an offer to the Holders to exchange all the Registrable Securities for Exchange Securities and (ii) have such Registration Statement remain effective for use by one or more Participating Broker-Dealers until the lesser earlier of (1) 180 days after the closing of the last Exchange Offer Date and the date on which all (2) such time as no Participating Broker-Dealers have sold all Exchange Securities held by themDealer holds any Registrable Securities. The Company and the Guarantors shall commence the Exchange Offer as promptly as practicable after the Exchange Offer Registration Statement is declared effective by the SEC and use their commercially reasonable best efforts to complete the Exchange Offer not later than 60 days after such effective datethe Target Registration Date. The Company and the Guarantors shall commence the Exchange Offer by mailing delivering the related Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law,, substantially the following: